Registering a Limited Liability Company in Bulgaria

The most common form of company registered in Bulgaria under commercial law is the limited liability company, either an OOD (with two or more shareholders) or an EOOD (with a single shareholder).

Definition

The Commerce Act defines them as:

• An association of two or more persons carrying out commercial transactions with common resources: an OOD (Art. 63(1) of the Commerce Act).
• By way of exception, a company may also be set up by one person: an EOOD (Art. 63(2) of the Commerce Act).

Advantages of an OOD and EOOD

Limited Liability

• Shareholders are liable for the company's debts only up to the amount of their contribution to the capital.
• The company is liable for its debts with its own assets, while the shareholders' personal assets are protected.

Minimum Capital

Under Art. 117 of the Commerce Act:

• The minimum capital is EUR 1.
• The minimum value of a share is EUR 0.01.
• There is no maximum limit on the capital.
• Shares may differ in size.
• A single share may be held jointly by several persons.

Fast Registration

The time from preparing the documents to entry in the Commercial Register is on average up to three days.

Low State Fees

• Reserving a company name:
• EUR 20.45 at the counter
• EUR 10.23 online (Art. 16c of the Tariff)
• Registering an OOD or EOOD:
• EUR 56.24 at the counter
• EUR 28.12 online (Art. 16a(1)(3) and (2)(3) of the Tariff)

Procedure for Setting Up an OOD or EOOD

Reserving a Company Name (Optional)

Under Art. 63 of Ordinance No. 1, you may (but are not required to) reserve the chosen name.

• Art. 11 of the Commerce Act requires the company name to be unique.
• In practice, a preliminary check is usually made in the electronic register.

Preparing the Incorporation Documents

Once the name has been checked for uniqueness, the next steps are:

• A decision to incorporate.
• Adoption of the articles of association (OOD) or the memorandum of association (EOOD).
• Appointment of the management body.
• Payment of the capital.
• Preparation of the application for registration.

Founders

Founders may be:

• Bulgarian or foreign individuals and legal entities.
• Individuals must be at least 18 years old and must not be placed under legal disability (Art. 65(1) of the Commerce Act).

Entry in the Commercial Register

• Only the appointed manager may apply for registration.
• A company cannot be registered without an appointed manager.
• Individual shareholders may apply for registration only if they have been appointed as managers.

VAT Registration

The application for entry may be combined with an application for registration under the VAT Act.

Filing the Documents

The documents are filed with the Registry Agency:

• At the counter of any of its regional offices.
• Online, with a qualified electronic signature.

If you need assistance with setting up or subsequently managing your company, our team provides full support in corporate law.