--- title: "Registering a Limited Liability Company in Bulgaria" description: "How limited liability companies (OOD and EOOD) are set up in Bulgaria: structure, minimum capital and the registration procedure." url: "https://www.da-law.eu/en/insights/registering-a-limited-liability-company-in-bulgaria" lang: en author: "Desislava Arsenova" published: 2024-07-17 updated: 2026-10-18 category: "Corporate Law" --- # Registering a Limited Liability Company in Bulgaria Author: Desislava Arsenova · Published: 17 July 2024 · Updated: 18 October 2026 *How limited liability companies (OOD and EOOD) are set up in Bulgaria: their structure, minimum capital and the registration procedure.* ## Key points - An OOD is set up by two or more persons and an EOOD by a single person (Art. 63 of the Commerce Act). - Shareholders are liable for the company's debts only up to the amount of their contribution. - The minimum capital is EUR 1 and the minimum share is EUR 0.01, with no upper limit (Art. 117 of the Commerce Act). - Only the appointed manager may apply for entry in the Commercial Register, either at the counter or online. The most common form of company registered in Bulgaria under [commercial law](https://www.da-law.eu/en/services/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](https://www.da-law.eu/en/services/corporate-law). ## Legal basis - [Commerce Act (Търговски закон): Arts. 11, 63, 65 and 117](https://lex.bg/laws/ldoc/-14917630) - [Commercial Register and Register of Non-Profit Legal Entities Act](https://lex.bg/laws/ldoc/2135522741) ## Frequently asked questions ### How long does it take to register an OOD? From preparing the documents to entry in the Commercial Register, usually up to three days. ### Do I have to reserve the company name in advance? No. Reservation is optional, but the name must be unique, so in practice a preliminary check is made in the register. ### Who can be a founder? Bulgarian or foreign individuals and legal entities. Individuals must be of age and must not be placed under legal disability. ### Can I register for VAT at the same time as the company? Yes. An application for VAT registration may be filed together with the application for entry. ### What are the state fees for registration? EUR 28.12 for online filing and EUR 56.24 at the counter. Reserving a company name costs EUR 10.23 online and EUR 20.45 at the counter. --- *The information on this website is not legal advice and does not create an attorney–client relationship. Every case has its specifics and requires an individual approach. For a professional opinion and a tailored strategy, please contact us.* Source: https://www.da-law.eu/en/insights/registering-a-limited-liability-company-in-bulgaria