Company Registration in Bulgaria - Business Starting & Setup

Bulgaria belongs to the Romano-Germanic legal family.

The modern legal system in Bulgaria emerged after the restoration of statehood in 1878. At that time the first codes were adopted following the European models (Russian, Hungarian, German).

After the declaration of a People's Democratic Republic in 1946 the former legislation was completely abolished.

Since the end of 1989 the processes of radical transformation of the political and economic systems started to unfold in Bulgaria, with a course towards consolidation of democracy and transition to the market economy.

As a result of a full-scale reform in the 1990s, which affected all branches of the law, Bulgaria returned to the Romano-Germanic legal family, maintaining in general the previous structure of its legal system.

Most branches of law are codified.

The main source of law is laws and other legal regulations.

Judicial practice is recognised as a source of law (close to judicial precedent) only at the level of decisions of the Plenum of the Supreme Court.

Bulgarian legislation provides for the establishment of the following organisational and legal forms:

• General Partnership
• Limited Partnership
• Limited Liability Company
• One-man-company with Limited Liability
• Joint-stock Company
• Partnership Limited by Shares
• Sole Proprieto

The most common structures are the Limited Liability Company with two or more shareholders (LLP) and Limited Liability Company with one shareholder (SPL)

There are the following requirements for the company name in Bulgaria:

• must not be identical or too similar to the name of an existing company;
• must end with the indication of the legal form: LLC or EPO;
• you cannot use in the name the words indicating the types of activities that require special legal regulation, licensing (bank, insurance, investment, financial, trust);
• It is prohibited to use words, indicating the national or international nature of activity (national, imperial, European, Global).

The following steps are required to register a company:

• Define the company name, the structure (director, shareholder, beneficiary), the amount of share capital, the type of activity;
• Check the uniqueness of the company name;
• to pay for the services;
• to provide the appropriate documents;
• to register at the tax authorities.

With the personal presence of the shareholder (one-day visit), the period of company registration in the register takes 1 week.

Without the personal presence of the shareholder, the company registration takes 2-3 weeks, as the company is first registered to a local agent, and then transferred to the client.

There are no requirements for a registered office.

There are no seal requirements.

There are no residency requirements for a director.

A local director is not required, because the residence of the company is determined by the place of incorporation (Bulgaria), but in the case of a conflict of norms, when the company is in fact managed from another country, it is necessary to study the double taxation avoidance agreement between the countries.

Information about the directors is contained in a public registry.

No secretary is required for Bulgarian limited liability companies.

Requirements for shareholders: two or more shareholders in a LOD, one shareholder in an EOOD.

There are no residency requirements for the shareholder.

Information about the shareholders is contained in the public register.

Bulgaria 2021 has adopted transparency rules from the OECD and on first request can provide data on the beneficiary through the agency's corporate website or by request.

The minimum authorized share capital of a Bulgarian Limited Liability Company is BGN 1.

The standard amount of share capital is 5,000 BGN.

Bearer shares and shares with no par value are prohibited.