What you will learn in this article:
- What documents are needed to form an EOOD and how to prepare them correctly
- How an EOOD differs from the new Variable Capital Company (DPK) and when each is more appropriate
- How much registration costs in 2026 (all amounts in EUR) and where you can save
- The steps for remote registration if you are a foreign national
- What obligations arise immediately after entry in the Commercial Register
What is an EOOD and why is it the most popular business form?
EOOD (Ednolichno Druzhestvo s Ogranichena Otgovornost) is a single-member limited liability company in which the entire share capital belongs to one person. The legal framework is set out in Art. 113–157 of the Commercial Act. Under Art. 116 of the Commercial Act, the company name must include the designation “EOOD” or the full phrase “single-member limited liability company.”
According to Commercial Register data, over 90% of newly registered commercial companies in Bulgaria are OODs or EOODs. The reasons for this popularity are straightforward:
Limited liability. The sole owner of the capital is liable only up to the amount of their contribution to the company. Their personal assets remain protected from the business risks of the entity.
Low initial capital. Following Bulgaria's accession to the eurozone on 01.01.2026, the minimum capital for an EOOD is 1 EUR (previously BGN 2, automatically converted at the fixed exchange rate). Under Art. 117 of the Commercial Act, the capital may not be lower than this amount.
Simple management. An EOOD is managed by a manager (one or more individuals). The sole owner of the capital makes the decisions that in an OOD would be made by the General Meeting, and records them in a written protocol (Art. 147, para. 3 of the Commercial Act).
Flexibility. The owner can at any time admit new partners and convert the EOOD into an OOD, increase or decrease the capital, or change the scope of business activities or the registered address.
Tax efficiency. An EOOD pays 10% corporate tax on profits. When distributing dividends, the individual owner pays an additional 5% dividend tax. The overall effective tax rate is approximately 14.5%.
EOOD or DPK — which form to choose?
Since 15 December 2024, Bulgarian law allows registration of a Variable Capital Company (DPK). For sole founders, the form is called EDPK. Since both forms are suitable for an entrepreneur starting a business alone, comparing them is a logical first step.
| Criterion | EOOD | EDPK |
|---|---|---|
| Minimum capital | 1 EUR | None |
| Escrow bank account | Yes, mandatory | Not required |
| Capital recorded in Commercial Register | Yes | No |
| Manager | Natural person only | Natural or legal person; management board option |
| Share transfer | Contract with notarial certification of signatures and content | Contract with notarial certification of signatures only |
| Convertible loans | No | Yes |
| Option pools | No | Yes |
| Size restriction | None | Staff < 50, turnover/assets < BGN 4,000,000 |
| Application form | A4 | A19 |
| State fee (electronic) | 28.12 EUR | 28.12 EUR |
| Familiarity to banks and counterparties | Yes, well established | New, may raise questions |
When to choose an EOOD:
- Your business is not a startup seeking venture financing
- You plan a business without restrictions on turnover or headcount
- You work with counterparties and banks that expect an established legal form
- You do not need option pools or convertible loans
When to choose an EDPK:
- You are developing a startup project and plan to attract investors
- You want maximum flexibility in share transfers
- Your business will remain small (under 50 employees and under BGN 4,000,000 turnover)
- You want to avoid the costs of an escrow bank account
Tip: For most small and medium businesses in Bulgaria, the EOOD remains the safer and more practical choice. The DPK is designed as a “transitional” form for startups. Once the statutory thresholds are exceeded, the company must convert to an OOD or AD. If you are unsure which form is more suitable for you, contact us for a consultation.
Step by step: EOOD registration
Step 1: Choose and verify the company name
The company name of an EOOD must include the designation “EOOD” or the full text “single-member limited liability company” (Art. 116 of the Commercial Act). Before preparing any documents, check whether your desired name is available through a search in the Commercial Register.
The registration officer will refuse registration if the name matches or is confusingly similar to an already registered company. The check is free and takes minutes.
Practical tips for choosing a name:
- Avoid names that coincide with well-known trademarks
- If you plan international activities, check whether the name is available as a domain
- You can include a foreign-language translation of the name in the founding act
Step 2: Prepare the founding act
This is one of the key differences between an EOOD and an OOD. An EOOD is established with a founding act (sometimes called “articles of incorporation”), not a partnership agreement. The partnership agreement is used for an OOD, where there are two or more partners.
Under Art. 115 of the Commercial Act, the founding act must include:
- The company name, registered address, and address of management
- The scope of business activities
- The duration of the company (if any)
- The name or company name and address of the sole owner of the capital
- The size of the capital and the shares
- The method of management and representation
- Any privileges provided for the founder
- Any other provisions agreed by the founder
The founding act does not require notarial certification. It is signed by the sole owner of the capital.
Step 3: Prepare the protocol of the sole owner's decisions
The sole owner of the capital draws up a written protocol (Decision of the Sole Owner of the Capital) setting out the key decisions:
- Establishment of the company
- Adoption of the founding act
- Determination of the capital amount
- Appointment of a manager
- Determination of the registered address
The protocol does not require notarial certification and is signed by the sole owner.
Step 4: Have the manager's consent and signature specimen notarized
The manager must sign a notarized consent accepting the appointment as manager and provide a signature specimen before a notary (Art. 141, para. 3 of the Commercial Act).
This is required even when the sole owner and the manager are the same person, which is the most common case.
Notarial certification costs between 3 and 7 EUR depending on the notary.
Step 5: Open a collection (escrow) account and deposit the capital
The collection (escrow) account is a temporary bank account where the initial capital of the company is deposited. After registration, it is converted into an operating account or the funds are transferred to a new business account.
The minimum capital is 1 EUR (Art. 117 of the Commercial Act), but in practice most founders choose a higher amount, such as 50 EUR, 500 EUR, or 5,000 EUR, to make a better impression on counterparties and banks.
The bank fee for opening a collection account is approximately 10 to 20 EUR for Bulgarian citizens. For foreign nationals, fees are significantly higher, between 150 and 460 EUR, due to enhanced due diligence requirements under the Anti-Money Laundering Act (ZMIP).
The bank issues a certificate of deposited capital, which is a mandatory document for registration.
Step 6: Prepare the declarations
EOOD registration requires several declarations:
Declaration under Art. 142 of the Commercial Act — the manager declares that they will not engage in competing activities (non-compete obligation). Signed by the manager.
Declaration under Art. 141, para. 8 of the Commercial Act — the manager declares that they meet the requirements for the position (no criminal convictions for certain offenses, has not been a manager of a company declared insolvent under certain conditions, etc.).
Declaration under Art. 13, para. 4 of the Commercial Register Act — a declaration confirming the accuracy of the stated facts and the documents submitted for publication. Signed by the applicant.
Declaration under Art. 13, para. 5 of the Commercial Register Act — filed when the application is submitted by a representative (lawyer or other authorized person).
Step 7: File Application Form A4 with the Commercial Register
The application for registration of an EOOD uses Form A4 (different from A19, which is used for the DPK). It includes the company details: name, registered address, scope of business, capital, and manager.
Filing can be done in two ways:
On paper — at any office of the Registry Agency in the country. The fee is 56.24 EUR.
Electronically — using a qualified electronic signature (QES). The fee is 28.12 EUR (50% discount). Electronic filing is both faster and cheaper.
Advantage of filing through a lawyer: When documents are filed by a lawyer with an explicit written power of attorney, notarization of the Application Form A4 itself is not required. When filed by another representative, the application must bear a notarized signature of the manager.
Step 8: Entry in the Commercial Register
After filing, the registration officer reviews the documents for legal compliance. If everything is in order, registration is completed within 1 to 5 business days (in practice, electronic filing typically takes 1 to 3 days).
If irregularities are found, the officer issues instructions for correction with a specified deadline. If the instructions are not followed, the application is refused.
Upon registration, the company receives a UIC (Unified Identification Code), which serves as both the BULSTAT number and the tax identification number.
Step 9: Convert the collection account
After receiving the UIC, visit the bank to convert the collection account into a current (operating) account. You will need a certificate of good standing from the Commercial Register or a printout from the electronic file.
Some banks require a new application for opening a current account and apply additional identification procedures, so plan for a branch visit.
Step 10: Complete post-registration obligations
After entry in the Commercial Register, the company is automatically registered with the National Revenue Agency (NRA). However, you must take several additional steps within 7 days:
- Register the company with the NRA if you plan to hire employees (employer registration)
- Engage an authorized accounting firm or hire an accountant
- Assess whether VAT registration is required
- Consider whether the company needs a qualified electronic signature (QES)
Required documents
The complete set of documents for EOOD registration includes 12 items. The exact number depends on the specific case, such as whether you file personally or through a representative and whether the business requires a license.
| # | Document | Who signs it | Notarization required |
|---|---|---|---|
| 1 | Application Form A4 | Manager or representative | No (if filed by lawyer); Yes (if filed by other representative) |
| 2 | Founding act + copy with redacted personal data | Sole owner | No |
| 3 | Protocol (Decision) of the sole owner | Sole owner | No |
| 4 | Manager's consent + signature specimen | Manager | Yes |
| 5 | Bank certificate of deposited capital | The bank | — |
| 6 | Declaration under Art. 142 of the Commercial Act (non-compete) | Manager | No |
| 7 | Declaration under Art. 141, para. 8 of the Commercial Act (manager requirements) | Manager | No |
| 8 | Declaration under Art. 13, para. 4 of the Commercial Register Act (accuracy) | Applicant | No |
| 9 | Declaration under Art. 13, para. 5 of the Commercial Register Act (for representative) | Representative | No |
| 10 | Proof of payment of state fee | — | — |
| 11 | Power of attorney (if filed by lawyer) | Sole owner and lawyer | No |
| 12 | License/permit (for regulated activities) | Competent authority | — |
Key difference between EOOD and OOD: An EOOD is established with a founding act, while an OOD uses a partnership agreement. The two documents have similar content (Art. 115 of the Commercial Act) but differ in legal nature. The founding act is a unilateral act of the sole owner, while the partnership agreement is a multilateral transaction between partners.
When the sole owner is a foreign legal entity, a certificate of good standing with an apostille and a legalized translation into Bulgarian must also be submitted.
Registration costs (2026, in EUR)
All amounts below are in EUR, as Bulgaria has been a eurozone member since 01.01.2026. Amounts previously fixed in BGN have been automatically converted at the rate of 1 EUR = 1.95583 BGN.
Cost breakdown
| Expense | Amount (EUR) |
|---|---|
| State fee — electronic filing | 28.12 |
| State fee — paper filing | 56.24 |
| Notarial certification (consent + specimen) | 3–7 |
| Collection account (Bulgarian citizen) | 10–20 |
| Collection account (foreign national) | 150–460 |
| Minimum capital | 1 |
| Qualified electronic signature (QES) | 14–19 |
Comparison: DIY, with a lawyer, or through an online service
| Option | Price (EUR) | What is included | Best suited for |
|---|---|---|---|
| DIY, electronic filing | 55–65 | State and bank fees only; you prepare the documents | People with legal knowledge |
| Online service | 89–175 | Template documents + filing | Standard cases without complications |
| With a lawyer | 300–800 | Full assistance, individualized documents, consultation | Foreign nationals, specific activities, non-standard cases |
The difference between an online service and working with a lawyer is in the quality of the documents and the personalized approach. Online services use templates that cover standard situations. A lawyer drafts the founding act according to the client's specific needs, including the scope of business, relations with future partners, protective clauses, and special management rules.
Contact us for a specific quote for registering your EOOD.
Remote registration for foreign nationals
Foreign individuals and legal entities can establish an EOOD in Bulgaria without being physically present in the country. The procedure requires additional steps and takes more time.
Apostille and legalization. Documents issued abroad (powers of attorney, certificates of good standing) must bear an apostille under the Hague Convention and be accompanied by a legalized translation into Bulgarian by a certified translator.
Power of attorney. The foreign founder authorizes a lawyer in Bulgaria through a notarized power of attorney, which is certified by a notary in the country of residence and bears an apostille.
Bank account — the main challenge. Opening a collection account for a foreign national is the most difficult part of the process. Bulgarian banks apply enhanced due diligence under the Anti-Money Laundering Act and often require:
- Personal presence of the account holder or an authorized representative with a notarized power of attorney
- Evidence of the origin of funds
- A business plan or description of the planned activities
- Documents proving the address of residence and tax residency
Fees for a collection account for foreigners range between 150 and 460 EUR depending on the bank and the country of origin of the client. Some banks refuse to open accounts for citizens of certain jurisdictions.
Timeframes for remote registration
| Stage | Timeframe |
|---|---|
| Preparation of power of attorney + apostille | 3–5 business days |
| Legalized translation | 1–2 business days |
| Opening collection account | 2–5 business days |
| Document preparation and filing | 1–2 business days |
| Entry in the Commercial Register | 1–3 business days |
| Total | 7–14 business days |
Practical advice: If you plan to register an EOOD from abroad, start by selecting a bank and confirming their requirements for opening a collection account in advance. This is the step that most often delays the entire process.
Post-registration obligations
Entry in the Commercial Register is not the end of the process. A newly established EOOD has several obligations that must be fulfilled within short deadlines.
1. Registration with the NRA. The company is automatically registered with the National Revenue Agency (NRA) upon receiving its UIC, but if you plan to hire employees, you must register as an employer. A manager who is also the sole owner may self-insure through the company.
2. Accounting. Every EOOD is required to maintain double-entry bookkeeping from the moment of registration. Engage an accountant or accounting firm before starting actual business activities.
3. VAT registration. Mandatory VAT registration is triggered when taxable turnover reaches 51,130 EUR over the preceding 12 consecutive months (Art. 96 of the VAT Act). Voluntary registration is possible at any time and may be advantageous if your clients are VAT-registered entities. For more details, see our article on company registration.
4. Register of beneficial owners (UBO). Newly registered companies must file a declaration of beneficial owners with the Commercial Register, unless the beneficial owner is the same as the registered sole owner who is a natural person. In that case, a separate declaration is not required.
5. Data protection. If the company processes personal data (of clients, employees, counterparties), it must comply with the General Data Protection Regulation (GDPR). Consider the need for an internal register of processing activities and a data protection policy.
6. Ongoing activity and reporting. Even if the company has no activity in its first year, it must file an annual tax return and annual financial statements. Companies with no activity file an inactivity declaration with the NRA and publish a declaration in the Commercial Register.
Common mistakes
The Commercial Register refuses EOOD registrations more often than entrepreneurs expect. Here are the most common reasons:
1. Confusing the founding act with a partnership agreement. Filing a partnership agreement instead of a founding act is a formal ground for refusal. An EOOD always uses a founding act.
2. Incomplete founding act. Missing any mandatory element under Art. 115 of the Commercial Act (registered address, address of management, scope of business, capital amount) results in instructions for correction or refusal.
3. Problems with notarial certification. The manager's consent and signature specimen must be certified by a notary. An uncertified specimen or one certified by a foreign notary without an apostille will be rejected.
4. Address inaccuracies. The address in the founding act must match the administrative division precisely: region, municipality, town, street/boulevard, number, floor, apartment. Discrepancies or incomplete addresses are a frequent cause of correction instructions.
5. Missing a required declaration. Omitting the declarations under Art. 141, para. 8 or Art. 142 of the Commercial Act is a mechanical error that leads to instructions and delays.
6. Registered address issues — lack of owner consent. If the registered address is in a rented property, proof of the legal basis for using the address (lease agreement, landlord's consent) may be requested. While the law does not explicitly require this for registration, registration officers sometimes raise inquiries in practice.
Frequently asked questions
Conclusion
Registering an EOOD in Bulgaria in 2026 is a relatively fast and affordable process. With properly prepared documents and electronic filing, the entire process can be completed in 3 to 7 business days at a total cost of 55 to 65 EUR (excluding legal fees).
Key points to remember:
- An EOOD is formed with a founding act, not a partnership agreement
- The minimum capital is 1 EUR, deposited in a collection (escrow) bank account
- Electronic filing saves 50% on the state fee
- After registration, you must arrange accounting, assess the need for VAT registration, and comply with anti-money laundering obligations
If you want to save time and avoid the risk of refusal, the Innovires Legal team can handle the entire process, from preparing the documents to entry in the Commercial Register. Contact us for a free initial consultation.
This article is for informational purposes only and does not constitute legal advice. The content is current as of the publication date (23.03.2026) and reflects the legislation in force at that time. For specific legal advice tailored to your situation, please consult a lawyer. Innovires Legal is not liable for actions taken solely on the basis of the information in this article.
Need assistance?
The Innovires team can help you with EOOD registration — from preparing the founding act to entry in the Commercial Register.