Setting up a Bulgarian limited liability company (LLC, Ltd or Private Limited Company), known as OOD (multi‑member) or EOOD (single‑member), is the preferred route for investors seeking limited liability, EU market access and a straightforward incorporation process. The substantive rules on the Bulgarian Limited Liability Company are laid down in the Bulgarian Commercial Act, while the registration, keeping and publicity of entries are governed by the Act on the Commercial Register and the Register of Non‑Profit Legal Entities and the relevant secondary legislation and ordinances issued by the Registry Agency.

B&K Law Firm with its Bulgarian lawyers assists both local and foreign clients in Bulgarian Limited Liability Company formation and registration across Bulgaria, handling every step from drafting the incorporation documents to final entry in the Commercial Register and post‑incorporation compliance, with packages starting from €400.

In addition, our long-term cooperation with carefully selected local and international partners allows us to support clients with a broad spectrum of ancillary services tailored to meet diverse business requirements. These comprehensive services include provision of a registered office address to establish your corporate presence, professional assistance with VAT number applications and compliance procedures, flexible nominee director and shareholder arrangements to facilitate corporate governance, EORI registration for seamless customs and cross-border operations within the EU and beyond, as well as individually tailored corporate and administrative business services meticulously designed around the specific operational needs and strategic objectives of your company.

Table of Contents

Legal Nature of the Bulgarian Private Limited Company (OOD/EOOD)

Concept and liability under the Commercial Act

Under the Bulgarian Commercial Act, a Bulgarian limited liability company is a commercial company whose partners are liable for the company’s obligations only up to the amount of their contributions to the registered capital. This liability structure ensures that personal assets of the partners are, as a rule, ring‑fenced from the company’s business risks.

A Bulgarian Ltd may be formed by one person (Bulgarian EOOD) or more than one person (Bulgarian OOD), who may be natural or legal persons, Bulgarian or foreign. The Commercial Act regulates the internal structure of the Bulgarian Private Limited Company, the rights and obligations of partners, capital, management bodies, changes in capital and membership, as well as dissolution and liquidation.

Trade name and legal form

The trade name of a Bulgarian limited liability company must contain the words “дружество с ограничена отговорност” or the abbreviation “OOD”; for a single‑member company, the law allows “еднолично дружество с ограничена отговорност” or “EOOD”. The Bulgarian Private Limited Company becomes a legal entity only upon successful Bulgarian Company registration in the Commercial Register, in accordance with the Act on the Commercial Register and the Register of Non‑Profit Legal Entities.

Founders, Capital and Contributions

Founders and eligibility

The Commercial Act allows one or more founders, without nationality restrictions, to establish a Bulgarian OOD or Bulgarian EOOD. Founders can be individuals or legal entities, and may participate directly or through expressly authorized representatives with notarized powers of attorney. This makes Bulgarian Private Limited Company formation accessible for both resident and non‑resident investors.

Minimum capital and shares

The law provides for a very low minimum registered capital (traditionally the equivalent of about €1), divided into shares (quotas) of equal nominal value. Contributions to the Bulgarian limited liability company may be monetary or non‑monetary (in‑kind), with in‑kind contributions subject to valuation rules set by the Commercial Act.

The capital must be subscribed in the articles of association (or in the constitutive act of the sole owner) and, in the case of monetary contributions, deposited into a special capital account before Bulgarian LLC registration is completed.

Incorporation Documents and Corporate Structure

Articles of association / constitutive act

A Bulgarian OOD is established on the basis of articles of association, while a Bulgarian EOOD is established on the basis of a constitutive act of the sole owner, in line with the Commercial Act. These founding documents must be executed in writing and signed personally by the founders, or by representatives with notarised authorization, and must include at least:

Company name and seat/registered office
Scope of activity (business object)
Amount of capital and nominal value of shares
Identification of partners and their participation in the capital
Management and representation rules (managing director/s)
Rules on transfer of shares, admission and exclusion of partners, and decision‑making in the general meeting.

These provisions form the internal constitution of the Bulgarian limited liability company and serve as the cornerstone of compliant Bulgarian Private Limited Company incorporation, establishing the fundamental framework within which the company will operate.

Beyond these minimal statutory requirements mandated by Bulgarian corporate law, we offer comprehensive customization services to enhance and adapt your Articles of Association to align precisely with your unique business needs, operational structure, and strategic vision.

Our experienced legal advisors can work closely with you to develop sophisticated governance mechanisms that regulate specific relations between the partners, establish clear decision-making protocols, define exit strategies and transfer restrictions, and create robust frameworks for welcoming future investors while protecting the interests of existing stakeholders. We can incorporate provisions addressing capital contributions and profit distribution arrangements, voting rights and quorum requirements, management authority and delegation of powers, as well as dispute resolution mechanisms tailored to your partnership dynamics.

Furthermore, we can structure protective clauses for minority shareholders, implement anti-dilution provisions, establish preemptive rights for share transfers, and design flexible amendment procedures that allow your articles of association to evolve alongside your growing business. This proactive approach ensures that your company’s constitutional documents not only meet compliance standards but also serve as practical tools for effective corporate governance and long-term business success.

Corporate bodies

The mandatory bodies of a Bulgarian LLC under the Commercial Act are:

General Meeting of Partners (for a Bulgarian OOD) – the supreme body, competent, inter alia, to amend the articles, increase or decrease capital, admit new partners, decide on transformation and liquidation, and approve annual financial statements.
Managing Director (Manager) – the executive body, who manages and represents the company. The manager must be a natural person and is appointed and may be dismissed by the partners (or sole owner in a Bulgarian EOOD).

The manager’s specimen signature must be notarised and filed with the Commercial Register on incorporation and on any change, as part of the Bulgarian OOD/EOOD registration formalities.

Registration Framework: Commercial Register Act and Ordinances

Separation of material law and registration law

While the Commercial Act lays down what a Bulgarian limited liability company is and how it should be structured internally, the procedure for Bulgarian LLC registration, the keeping, storage and access to the Commercial Register, and the validity of entries and deletions are governed by the Act on the Commercial Register and the Register of Non‑Profit Legal Entities and the ordinances of the Registry Agency.

This registration framework regulates, among other things:

The centralized electronic Commercial Register and its operation by the Registry Agency
The forms and content of applications, the required attachments and declarations for Bulgarian LLC registration
Deadlines and competence of registration officials
Name reservation, entry, amendment and deletion of circumstances relating to the Bulgarian LLC
Public access to files and documents.

Commercial Register and Registry Agency

The Commercial Register is a centralized electronic database maintained by the Registry Agency under the Minister of Justice. For each trader, including every Bulgarian limited liability company, a separate electronic file is kept that contains the entered circumstances and the published acts.

Name reservation, initial Bulgarian Company registration, subsequent changes (e.g. seat, capital, partners, manager) and publication of annual financial statements are all carried out under the procedure and forms set out by the Commercial Register Act and the applicable ordinances of the Registry Agency.

Practical Steps for Bulgarian Companies Registration

Preparation phase

In practice, Bulgarian Limited Liability Company formation and registration in the Commercial Register include:

Name clearance and reservation – A search is performed in the Commercial Register database to ensure that the proposed name of the Bulgarian Company is distinguishable; a name can be reserved in advance, following the specific procedure and fee regime provided by the Commercial Register Act and its ordinances.
Drafting incorporation documents – Articles of association for a OOD or a constitutive act for a EOOD; resolutions of the founders; consent and specimen signature of the manager; and the declarations required under the Commercial Act and the Commercial Register Act (e.g. regarding authenticity and compliance).
Capital deposit – Opening a special capital account at a bank in Bulgaria and depositing the subscribed monetary capital; the bank certificate is attached to the Bulgarian Company registration application.

Filing the application

The application for initial entity registration is submitted electronically (with qualified electronic signature) or on paper to the Bulgarian Registry Agency, using the statutory forms approved under the Commercial Register Act. The application must be filed by the manager or an authorized attorney‑at‑law, and must include:

Incorporation deed (articles or constitutive act)
Founders’ resolutions and minutes
Notarized specimen signature of the manager
Bank certificate for deposited capital
Declarations required by the Commercial Act and the Commercial Register Act.

State fees are payable upon filing; electronic filing for Bulgarian Ltd registration benefits from reduced fees compared to paper applications, as regulated by the tariff and ordinances of the Registry Agency.

Registration and legal effect

A registration official examines the application for compliance with statutory requirements. If the conditions are met, an entry is made in the Commercial Register within the statutory time-limit. Upon successful Bulgarian LLC registration, the OOD or EOOD acquires legal personality and may commence business operations. The entry is public and can be consulted online.

Timeline and Practical Duration of Bulgarian Ltd Formation

Once documentation is prepared in accordance with the Commercial Act and the registration rules, the statutory review period for Bulgarian Company registration is typically a few working days from proper filing. Accounting for preparation, notarization, capital deposit and bank coordination – especially for foreign founders – the overall realistic time-frame for complete Bulgarian Limited Liability Company formation is often around two to three weeks.

B&K Law Firm streamlines these steps by aligning compliance with both the Commercial Act and the Commercial Register legislation, coordinating drafting, notarization, banking and electronic filing in parallel, subject to client and bank cooperation.

Costs of Bulgarian LLC Formation (Indicative 2026 Euro Values)

Actual Bulgarian OOD/EOOD formation costs consist of state fees, notarization, bank charges, professional services and any optional ancillary services.

Indicative ranges in euro for a standard Bulgarian LLC formation (OOD/EOOD) are:

Cost Item	Typical Range (€)	Notes
State registration fees	approx. 3 – 20	Lower for electronic filing
Notary fees	approx. 20 – 60	For signatures and documents
Bank account / capital	approx. 6 – 20	Opening & certificate
Legal services (B&K)	from 400	Full Bulgarian LLC formation package – drafting, filing, follow‑up
Registered office (opt.)	from 10/month	Virtual or physical address
Accounting setup (opt.)	approx. 40 – 100	Initial on-boarding

These figures are indicative and may vary depending on bank policies, notarization volume and specific client needs. B&K Law Firm’s fixed‑fee Bulgarian LLC formation packages start from €400, excluding official fees and third‑party costs, and can be tailored for foreign investors.

Tax and VAT Considerations for a Bulgarian LLC

From a tax perspective, a Bulgarian limited liability company is typically subject to corporate income tax at a flat rate of 10% on its taxable profits. Distribution of dividends by a Bulgarian LLC to non‑resident shareholders may be subject to withholding tax, often at a rate of 5%, subject to any applicable double taxation treaties.

For value added tax, Bulgaria has aligned its VAT registration threshold in euro for 2026, with a compulsory VAT registration threshold of approximately €51,130 of annual taxable turnover. Bulgarian LLCs exceeding this threshold must register for VAT and comply with the reporting and invoicing obligations under the VAT Act and its implementing rules.

Ongoing Corporate and Compliance Obligations

Corporate governance and decisions

After formation and registration, the company must comply with the corporate governance rules of the Commercial Act, including:

Holding a general meeting of partners at least once per year to approve the annual financial statements and decide on profit distribution.
Observing statutory rules for admission and exclusion of partners, transfer of shares and capital changes, many of which require decisions of the general meeting and subsequent registration in the Commercial Register under the Commercial Register Act.

Accounting and reporting

A Bulgarian Private Limited Company must maintain proper accounting records and prepare annual financial statements in accordance with applicable Bulgarian accounting standards or IFRS, depending on its category. Annual financial statements, together with an annual activity report where required, must be filed and published in the Commercial Register pursuant to the Commercial Register legislation and relevant ordinances.

Changes and liquidation

Changes in the circumstances entered in the Commercial Register (e.g. change of seat, manager, capital, partners) must be registered without undue delay, following the procedures and deadlines set by the Commercial Register Act and the ordinances of the Registry Agency. Dissolution and liquidation of a Bulgarian limited liability company are regulated in detail by the Commercial Act (material grounds and procedure) and must also be reflected in the Commercial Register in accordance with the registration rules.

Specific Points for Foreign Investors in Bulgarian LLC Formation

Foreign individuals and companies can be founders and partners of a Bulgarian limited liability company on equal footing with Bulgarian persons. In practice, foreign clients may face enhanced bank due diligence when opening capital or operating accounts, in line with anti‑money‑laundering and banking rules.

Often, foreign founders appoint a local managing director or authorize an attorney‑at‑law to handle Bulgarian LLC registration steps via notarized power of attorney. This can significantly streamline the process and reduce the need for physical presence, though some banks still require at least one in‑person visit.

B&K Law Firm regularly supports foreign clients with:

Drafting bilingual incorporation documents for Bulgarian company formation, compliant with the Commercial Act
Ensuring that applications and attachments meet the formal requirements of the Commercial Register Act and relevant ordinances
Coordinating apostle/legalization of foreign corporate documents where needed
Representing clients before notaries, the Registry Agency and banks
Structuring shareholdings and corporate governance to accommodate international group needs.

Practical Advantages of the Bulgarian Limited Liability Company Form

The Bulgarian limited liability company is the most frequently used form in Bulgaria due to its combination of:

Limited liability of partners for company debts up to their contributions
Very low statutory minimum capital, compatible with small and start‑up ventures
Flexible internal structure and decision‑making mechanisms regulated by the Commercial Act
Relatively simple and transparent electronic Bulgarian LLC registration procedure under the Commercial Register Act
Favorable flat corporate income tax and access to EU markets.

These characteristics make this type of formation particularly attractive for small and medium‑sized enterprises, start‑ups, service providers and holding structures.

How B&K Law Firm Can Assist with Bulgarian LLC Registration

Bulgarian Corporate & Commercial Lawyer Anton Popov

B&K Law Firm provides end‑to‑end assistance for Bulgarian LLC formation and registration, ensuring compliance with both the Commercial Act (material company law) and the Act on the Commercial Register and the Register of Non‑Profit Legal Entities (registration and publicity regime).

Fixed‑fee formation packages from €400 (excluding state and third‑party fees)
Drafting and notarization coordination of all required documents for registration
Electronic filing with the Commercial Register and follow‑up until successful entry
Assistance with bank account opening, VAT registration, accounting and ongoing corporate maintenance.

For tailored advice on Bulgarian Limited Liability Company formation and registration of a Bulgarian OOD or EOOD:

Visit our contact page: https://bglegalfirm.com/contact/
Call: +359 88 897 3040
Email: office@bglegalfirm.com

B&K Law Firm, 4400 Pazardzhik, 28 Tzar Samuil Street, Office 11 – your partner for reliable Bulgarian Companies formation, Bulgarian LLC registration and ongoing corporate legal support.

Relevant readings:

Bulgarian Limited Liability Company Formation OOD/EOOD, Requirements, Steps & Costs Starting from €400