Start with what the business needs to do. We assess the proposed jurisdiction and coordinate the formation and supporting work agreed in your scope.
EOOD or OOD limited liability company
A new Bulgarian limited liability company, with one owner (EOOD) or multiple owners (OOD). Regulated activities and the purchase of an existing company need a separate assessment.
Official-source research checked 2026-10-11
- Company type
- EOOD / OOD
One owner uses an EOOD; multiple owners use an OOD. Agree the ownership percentages, voting rights and management before signing the constitutional documents.[1]
- Minimum capital
- €1
The statutory minimum from 1 January 2026. Shares can be as small as one euro cent. This is company capital, not a government fee or a realistic operating budget.[1]
- Capital payment
- 70% if above the minimum
The legal minimum must be paid for registration. Where subscribed capital exceeds the minimum, at least 70% must be paid; the constitutional document sets the balance deadline, no later than two years.[1]
- Registration form
- A4
The Commercial Register records the company. A separate business licence may be required for regulated activities; registration alone does not grant that licence.[6][1]
- Corporate income tax
- 10%
The standard rate applies to taxable profit. VAT, payroll, distributions and taxation in the owner’s country are separate questions.[8]
- Registry review
- Next working day
Article 19(3) sets review of a first registration by the end of the working day after receipt. Missing documents, corrective instructions, banking and licences can extend the overall setup.[2]
What the engagement can cover
- Entity choice and an assessment of the intended activity, ownership and management.
- Formation coordination, company records and the local provider arrangements specified in the quote.
- A separate scope for banking, tax registration, licensing, accounting and residence where needed.
Only the work expressly included in your written scope forms part of the engagement.
Tax and management in Bulgaria
Bulgarian-resident companies are taxed on domestic and foreign profits. A nonresident entity can have Bulgarian-source or permanent-establishment obligations without being a Bulgarian-resident company.
Article 3’s domestic resident-company definition is based on incorporation and the specified registered European entities, rather than a standalone effective-management test for every foreign corporation. This classification concerns residence only: a foreign entity conducting business through a Bulgarian PE or earning covered local income can still be taxable under Article 4, and treaty provisions must be checked separately.
Read the corporate tax guideWhat you receive
- An agreed setup scope with responsibilities and dependencies.
- Formation records delivered by the relevant provider after successful registration.
- A handover identifying recurring obligations, providers and renewal responsibilities.
Costs to budget for
Government charges
These are authority charges for the specified route. Our service fee and other provider costs are quoted separately.
| Item | Amount | What it covers |
|---|---|---|
| Initial registration — electronic | EUR 28.12 | Registry charge only. Calculated from the tariff’s BGN 55 at the statutory 1.95583 conversion rate and rounded to euro cents, following the Registry’s euro-fee notice.[4][5][6] |
| Initial registration — paper | EUR 56.24 | Alternative to electronic filing, not an additional fee. Conversion of BGN 110 under the same published rule. Confirm the amount shown by the Registry when filing.[4][5][6] |
| First no-activity declaration | EUR 0 | The Accounting Act exempts the qualifying no-activity declaration from the Registry filing charge. This does not make accounting support free or remove other applicable filings.[3] |
The quote separates our service fee from government charges, local-provider fees and any additional work. No standard public price is shown until the scope is confirmed.
Initial setup
Formation, registrations, certification, translation and agreed implementation work.
Recurring costs
Local address or agent, administration, accounts, returns, licences and any genuine management arrangement.
Separate workstreams
Banking, residence, tax analysis, legal opinions and regulated-activity permissions where required.
Setup process & timing
Follow the sequence from preparation to operation. Published government processing targets apply to the stated filing stage; banking, document preparation and additional permissions have their own dependencies.
01Choose the ownership and operating modelBefore drafting and filing
Decide whether the entity will be an EOOD or OOD, who will manage it, where decisions and work will occur, and which contracts it will hold. The agreement needs to reflect the actual ownership and authority, including how disputes and profit distributions are handled.
Documents & evidence
- Proposed company name, activity and management address
- Ownership split and manager details
- Starting with a tax rate before deciding which country may tax the activity.
- Assuming a registered address is an operating office or management arrangement.
02Prepare the company file and capitalBank, signatures and certification dependent
Prepare the constitutional documents and manager’s appointment. Arrange the capital deposit and evidence, signature certification, declarations and any corporate-founder documents. The low statutory capital does not remove bank due diligence or translation work.
Documents & evidence
- Founding documents and manager’s notarised consent
- Bank capital evidence and applicant declarations
- Names, addresses or representation powers that differ between the documents.
- Assuming a capital deposit account is already a fully operational business account.
03Submit the A4 registrationStatutory first-registration review: by the end of the next working day
File through the authorised applicant or representative, pay the Registry charge and monitor the application. Article 19(3) concerns the Registry review after receipt; the deadline is not a promise that the full engagement or banking will finish in one day. If instructions are issued, respond within the applicable deadline.
- Missing attachments, incorrect declarations or an unauthorised filing.
- Leaving a correction request unanswered.
04Activate the business and tax administrationBefore the relevant transactions or hiring
Complete the operational bank onboarding, invoicing and bookkeeping arrangements. Assess VAT before buying foreign services or supplying EU business clients; special registration can be triggered before the general turnover threshold is reached. Resolve payroll, insurance and any activity-specific licensing with the appropriate local provider.
- Waiting for €51,130 turnover without checking Article 97a services.
- Contracting with customers before the licensing or payment arrangements are ready.
05Handover the records and filing calendarAt setup; then throughout the year
Keep the registration records, contracts, capital evidence and ownership information together. Assign responsibility for tax returns, accounts, Registry filings and changes. A low-activity company still needs its status assessed against the statutory definition rather than treating no sales as no obligations.
Documents & evidence
- Company records and provider contact/responsibility list
- First-year accounts and tax calendar
Document checklist
Track your preparation in this browser. Final requirements depend on the route and filing authority.
Ongoing obligations & deadlines
Annual corporate tax return and payment
For the preceding tax year. The standard corporate tax rate is 10%; advance-payment obligations and any applicable exceptions need separate review.[8]
Publication of annual accounts
Accounting Act Article 38 requires publication through the Commercial Register for traders within its scope. The size and activity of the company affect the statements, reports and audit requirements.[3]
Qualifying no-activity declaration
The statutory no-activity test has multiple conditions. Article 38(9)(2) provides a one-time declaration for the first such period; an absence of sales alone is not enough.[3]
VAT registration monitoring
For a locally established taxable business, the 2026 domestic annual turnover threshold is over €51,130; apply within seven days after exceeding it. Article 97a cross-border services can require application at least seven days before tax becomes chargeable, regardless of that turnover threshold.[7]
Tax, banking & practical questions
When does VAT become a setup issue?
A new company purchasing taxable services from abroad, or supplying qualifying business services to another EU member state, can fall into Article 97a registration before it has substantial revenue. The treatment depends on place of supply, the customer and the transaction; the EU small-enterprise regime also has its own conditions. Resolve the transaction flow before the first advance payment or supply.
[7]What does the registration actually establish?
The Registry creates the company and records its formal structure. It does not approve a bank account or decide the tax treatment in every country where the owners, managers, staff or customers are located. Our planning connects the Bulgarian entity with those other countries before implementation.
If the plan requires independent management, that is a separate provider relationship with real authority and responsibilities. Offshore Capitalist can assess the need and make connections; we do not internally supply foreign management and control.
[1]Why work with us
- Jurisdiction-agnostic planning: the country must fit the business and owner, rather than the other way around.
- Company, banking, management, payment and residence work can be considered together.
- The agreed implementation has a team coordinating its dependencies and handover.
Things to watch out for
Confusing minimum capital with the cost of setup
The €1 capital figure excludes Registry charges, notary work, translations, banking, accounting, address services and implementation. Budget for the operating year as well as formation.[1][4]
Treating the 10% rate as the entire tax result
Model distributions, salary, social security and the owner-country consequences alongside company profit. The final result depends on the actual facts and any applicable treaty or anti-avoidance rules.[8]
Using a dormant-company assumption too loosely
Investment activity, recognised revenue and purchases intended to generate income can prevent the company from satisfying the Accounting Act’s no-activity definition, even with few or no sales.[3]
Sources & research notes8 references
- Commercial Act: Articles 113–119 and management provisions
- Commercial Register Act: first registration and corrective instructions
- Accounting Act: Article 38 and statutory no-activity definition
- Registry Agency: statutory charges
- Registry Agency: payment of charges in euro
- Ministry of Economy: LLC formation documents
- National Revenue Agency: VAT registration, including 2026 rules
- National Revenue Agency: corporate tax, return and payment
Confirm in your scope
- The available Bulgarian provider arrangement, remote-signing route, bank eligibility and complete service price must be confirmed in the engagement scope.
- Beneficial-owner filing requirements, payroll and regulated-activity permissions need an assessment of the actual ownership and activity; they are not presented here as a universal registration checklist.
The available formation route and local provider scope are assessed before we accept the engagement. This page is an inquiry route, not an instant incorporation offer.