Step-by-Step Process for Registering a Company in Bulgaria

Introduction

Bulgaria has become an increasingly attractive destination for company formation in Europe thanks to its competitive corporate tax rate, EU membership, low operating costs and strategic location. This guide explains the step-by-step process for registering a company in Bulgaria, practical timelines (typical setup time: 4–6 weeks), expected costs, required documents and post-registration obligations. It is written for business professionals considering Bulgaria for company formation, registration of a subsidiary or establishing a local trading presence.

Why choose Bulgaria for company formation

Bulgaria offers several advantages for international investors and entrepreneurs:

• Low corporate tax rate: Bulgaria applies a flat corporate tax rate of 10% — one of the lowest in the EU — though effective tax liabilities may vary depending on allowances, deductions and special tax regimes.
• EU single market access: As an EU member state companies registered in Bulgaria benefit from access to the European market and EU regulatory frameworks.
• Low operating costs: Competitive labor costs and relatively low overheads make Bulgaria attractive for outsourcing, IT, manufacturing and logistics.
• Extensive tax treaty network: Bulgaria has numerous double tax treaties that reduce withholding taxes and support cross-border business.
• Flexible corporate structures: Simple and low-minimum capital requirements for private limited companies make formation straightforward for foreign investors.

Common corporate structures

Choosing the correct corporate structure is the first step in the company registration process:

• Limited Liability Company (OOD / EOOD): The most common form for foreign investors. OOD is a multi-member LLC; EOOD is a single-member LLC. Minimum statutory capital for an OOD is very low (usually BGN 2).
• Joint Stock Company (AD): Suitable for larger businesses and capital markets activity. Minimum capital is substantially higher (statutory minimum BGN 50,000).
• Sole Trader (ET): For individual entrepreneurship; simpler regulatory burden.
• Commercial Partnership (KG / SD): General or limited partnerships for partners who want direct managerial roles.
• Branch or representative office: A branch of a foreign company can operate in Bulgaria but is not a separate legal entity; it must be registered.

Step-by-step company registration process

1. Choose company name and check availability

• Select a unique company name in Bulgarian (and possibly an English version). Names must not be identical or confusingly similar to existing companies.
• Check availability at the Bulgarian Commercial Register (Registry Agency) — name reservation is usually quick (1–3 working days).

2. Decide on structure, management and share capital

• Confirm the company form (OOD, EOOD, AD, etc.), the composition of shareholders and management (managing director, board of directors for AD).
• Determine the registered office address — you will need proof of the address (rental contract or ownership document) to file registration.

3. Prepare incorporation documents

Typical documents needed:

• Articles of Association / Memorandum of Association (depending on company type)
• Minutes or declaration of incorporation for single-member companies
• Specimen signature of the managing director(s)
• Proof of registered office (lease or property deed)
• Copies of IDs or passports for shareholders and directors
• Banking confirmation of capital deposit when required (see below)
• Power of attorney if founders or directors are not present (apostilled/consularized and translated if issued abroad)

Non-EU documents usually require an apostille or legalization and an official Bulgarian translation certified by a translator.

4. Deposit share capital (if applicable)

• For an OOD the statutory minimum capital is nominal (e.g., BGN 2), but many banks require a higher initial deposit for practical reasons.
• For an AD there is a statutory minimum capital requirement (higher; typically BGN 50,000).
• Obtain a bank statement/certificate confirming deposit of capital if required by the Commercial Register.

5. Notarize and sign documents

• Certain incorporation documents must be notarized. If founders are abroad, a properly executed power of attorney can be used.
• Notary fees vary depending on document complexity and value.

6. File with the Commercial Register and extract BULSTAT (EIK)

• Submit incorporation package to the Bulgarian Commercial Register (Registry Agency). If the application is complete, the register will issue a company identification number (EIK) and a BULSTAT statistical number.
• Typical timeframe for registration depends on complexity but is commonly within 4–6 weeks for foreign incorporations (faster for straightforward domestic filings).

7. Tax and social security registration

• The company will be registered for tax purposes with the National Revenue Agency (NRA). VAT registration is required if taxable turnover in the preceding 12-month period exceeds the threshold (BGN 50,000), or can be voluntary.
• Register employees for social security and health insurance when payroll begins.

8. Open a business bank account and begin operations

• Once the company is registered and you have the EIK and documents, open a local business bank account. Banks will perform their own KYC/AML checks.
• Obtain any required licenses for regulated activities (financial services, healthcare, insurance, etc.) before starting such operations.

Timelines and practical time estimates

Typical overall setup time: 4–6 weeks from start to finish for a standard private limited company (OOD/EOOD) when foreign documents need legalization and translations. Time breakdown (typical):

• Name reservation and planning: 1–3 days
• Document preparation and notarization: 1–2 weeks (longer if foreign documents require apostille/translation)
• Bank deposit and confirmation: 2–10 working days (depends on bank)
• Commercial Register filing and issuance of EIK: 3–10 working days after complete submission
• Tax and social security registration: same day to 1–2 weeks Note: Complex cases, licensing requirements or problems with KYC may extend timelines.

Costs to expect (indicative)

Costs vary by provider, bank and number of documents. Typical ranges (indicative only):

• State registration fee: approx. BGN 55–110 (≈€28–€56) depending on filing method and speed.
• Notary fees: BGN 100–300 (€50–€150), depending on the number/complexity of documents.
• Legal and company formation service fees: BGN 300–1,500 (€150–€750) depending on complexity and whether translation/apostille is needed.
• Bank fees and minimum deposit: statutory minimum capital may be minimal (e.g., BGN 2 for an OOD) but banks commonly require deposits or retainers (can vary substantially).
• Translations and apostille/legalization: BGN 50–200 (€25–€100) per document depending on origin and language.
• Accounting and monthly maintenance: BGN 150–1,000+ per month (€75–€500+) depending on volume of transactions and payroll. Because fees change and vary by provider, obtain written fee schedules from service providers and banks before proceeding.

Documents checklist (concise)

From founders / shareholders:

• Certified copy of passport/ID
• Proof of residential address (utility bill or bank statement)
• Apostilled and translated powers of attorney (if applicable) From the company:
• Draft Articles of Association / Memorandum
• Minutes of the inaugural meeting or declaration for single-member companies
• Proof of registered office (lease agreement or title deed)
• Bank confirmation of capital deposit (if applicable)
• Signed specimen signatures of directors

Post-registration compliance and ongoing obligations

• Annual financial statements: Prepare and file according to Bulgarian accounting standards. Audits are required if thresholds are exceeded.
• Corporate tax: File annual corporate tax return and pay corporate tax at the applicable rate (standard 10%).
• VAT: File periodic VAT returns if registered. Threshold for mandatory VAT registration: BGN 50,000 turnover within 12 months.
• Payroll and social contributions: Monthly reporting and payments for employees’ social security and health insurance.
• Beneficial ownership disclosure: Companies must file information on ultimate beneficial owners with the central register to comply with AML rules.

Practical tips to streamline registration

• Use a local lawyer or company formation agent: They can handle translations, apostilles, notary appointments and interactions with local authorities to shorten the 4–6 week timeline.
• Prepare KYC documents early: Banks and registration agents require clear, apostilled and translated IDs and proof of address.
• Consider a local registered office provider: Many service firms offer virtual office addresses that satisfy the proof-of-office requirement.
• Plan for accounting from day one: Outsourced accounting will ensure timely payroll, VAT and corporate tax compliance.
• Review licensing needs: Certain sectors need permits (financial services, healthcare, transport); begin licensing steps in parallel if relevant.

Conclusion

Registering a company in Bulgaria is a straightforward process for business registration when you understand the required corporate structure, documentation and regulatory steps. With a flat corporate tax rate of 10%, EU market access and low operating costs, Bulgaria is a compelling jurisdiction for both start-ups and established international groups. Expect a typical setup time of 4–6 weeks for a standard private limited company (longer if foreign documents need extensive legalization) and budget for state fees, notary and professional service costs. Working with experienced local counsel and accountants will reduce delays, ensure proper compliance (including beneficial ownership disclosure and VAT rules) and help you take full advantage of Bulgaria’s favorable business environment.