Company Registration in Bulgaria – Step-by-Step Guide for Foreigners

Bulgaria has become an increasingly attractive destination for foreign entrepreneurs due to its low corporate tax rate, EU membership, and relatively fast company incorporation process. However, company registration in Bulgaria follows a strict legal sequence, and misunderstandings often lead to delays, rejected applications, or compliance issues later on. This guide explains how company registration in Bulgaria works in practice for foreign founders and highlights the most important legal, banking, and tax considerations. 💼

Who Can Register a Company in Bulgaria?

Bulgarian legislation allows full foreign ownership without restrictions.

• Both EU and non-EU citizens can own 100% of a Bulgarian company;
• Shareholders and directors do not need Bulgarian residency;
• A foreign individual or foreign legal entity can act as shareholder;
• The most commonly used company types are EOOD (single owner) and OOD (multiple shareholders).

There are no nationality-based limitations, which makes Bulgaria particularly attractive for international founders seeking EU market access.

Choosing the Correct Company Structure: EOOD or OOD

Selecting the correct legal form is crucial from the start.

• EOOD – Single-member limited liability company;
• OOD – Limited liability company with two or more shareholders.

From a legal and tax perspective, both structures are almost identical: Limited liability for shareholders, 10% corporate income tax, 5% dividend withholding tax, Same accounting and reporting obligations. The only real difference is the number of shareholders. Choosing the wrong structure may require costly restructuring later.

Company Documents and Language Requirements

All company registration documents must comply with Bulgarian legal standards. All documents filed with authorities must be in Bulgarian. Bilingual documents (Bulgarian + English) are fully acceptable. The Bulgarian version is always legally binding

Typical documents include: Articles of Association, Shareholder resolutions, Specimen signatures, Declarations under Bulgarian Commercial Law. Incorrect translations or informal templates are among the most common reasons for registration refusals.

Opening a Capital Accumulation Bank Account

Before registration, a capital accumulation bank account must be opened.

• The statutory minimum share capital is BGN 2;
• The capital must be deposited before registration;
• The bank issues a confirmation document required by the Commercial Register.

This account is temporary and used only for incorporation purposes. Many foreign founders mistakenly assume registration can occur without a bank account, which is legally impossible. Banks also conduct due diligence checks, especially for non-EU citizens, including source-of-funds verification.

Registration with the Bulgarian Commercial Register

Once all prerequisites are met, the company can be registered.

• Director’s signature must be notarized;
• Documents must be complete and correctly formatted;
• Application is submitted to the Bulgarian Commercial Register;
• Registration usually takes 1–3 working days.

After approval, the company receives a Unified Identification Code (UIC), which serves as its official registration number for all institutions.

VAT registration is one of the most sensitive aspects for foreign-owned companies. Mandatory VAT registration applies when turnover reaches the statutory threshold. Voluntary VAT registration is possible earlier. Incorrect timing often leads to refusals or future audits. Foreign entrepreneurs frequently underestimate VAT implications, especially for cross-border services, EU transactions, and digital services. Proper assessment at incorporation stage prevents serious compliance risks.

Post-Registration Obligations Foreigners Often Miss

Company registration is only the beginning. Several immediate steps must follow. The company must:

• appoint an accountant. Monthly bookkeeping is mandatory, even if there is no business activity. Zero-activity declarations still need to be filed;
• register with the National Revenue Agency for corporate tax purposes. If a managing director receives remuneration or employees are hired, social security registrations are also required;
• the temporary accumulation account must be converted into a permanent operational bank account, which is essential for client payments, tax settlements, and supplier transactions;
• the declared business activity must match actual operations. Any discrepancy can cause issues during VAT registration or bank compliance reviews.

Key Post-Registration Compliance Requirements

Common Mistakes Foreigners Should Avoid

• Assuming registration is possible before opening a bank account
• Ignoring Bulgarian-language legal requirements
• Registering without understanding tax and VAT obligations
• Delaying accounting setup
• Treating Bulgarian compliance as “light” or informal

These mistakes often result in fines, blocked VAT registrations, or forced corrective procedures.

Company registration in Bulgaria is straightforward when handled correctly, but accuracy and sequencing are critical. Legal formalities, banking requirements, and tax compliance are closely interconnected. Professional guidance ensures smooth incorporation, regulatory compliance, and long-term operational stability for foreign-owned companies. Contact T&G Consulting for a responsible, long-term approach to your accounting.

For useful and interesting information, visit our partners’ channel.

❗ This content provides general information and does not constitute tax, accounting, or legal advice. Each situation is different and should be reviewed individually.