Company Registration in Bulgaria — Complete Guide (2026)

Why register a company in Bulgaria?

Bulgaria consistently attracts foreign investment thanks to a combination of factors that make it an exceptionally competitive jurisdiction within the European Union:

• 10 % corporate tax rate — the lowest in the EU, on par with Hungary. For comparison, the EU average is 21.27 % and the OECD average is 23.85 %.
• Minimum capital of EUR 1 — for a limited liability company (ЕООД/ООД), the law requires only a nominal capital, eliminating the financial barrier to starting a business.
• EU membership — full access to the single European market, free movement of goods, services, capital, and people.
• Euro since 1 January 2026 — Bulgaria adopted the euro, eliminating currency risk for transactions within the eurozone and boosting confidence among international partners.
• Qualified workforce — competitive labor costs combined with a high level of digital literacy, especially in the IT sector.

Whether you are a Bulgarian citizen, an EU citizen, or a third-country national, the registration procedure is accessible and can be completed entirely remotely through an authorized attorney.

Types of commercial entities

The Bulgarian Commerce Act (Търговски закон) provides for several legal forms. The choice depends on the scale of activity, the number of partners, the accepted level of personal liability, and the planned financing.

Sole Trader (ЕТ)

The ЕТ (едноличен търговец) is a natural person registered as a merchant. The main drawback is unlimited personal liability — the trader is liable for the obligations of the enterprise with their entire personal assets. It is taxed at 15 % final tax on taxable income (under the Personal Income Taxes Act / ЗДДФЛ), not with corporate tax. Suitable for liberal professions and very small turnovers, but rarely recommended today given that an ЕООД requires only EUR 1 capital.

Limited Liability Company (ООД / ЕООД)

This is the most common form in Bulgaria, suitable for over 90 % of business cases. The minimum capital is nominal — EUR 1 (before 01.01.2026 — BGN 2). Management is flexible, and the liability of partners is limited to the value of their shares. ЕООД is the only option for single-member ownership with limited liability.

Joint-Stock Company (АД / ЕАД)

A joint-stock company is chosen when greater capital is required, for regulated activities (banks, insurers), or when a public share offering is planned. The minimum capital is EUR 25,000, of which at least 25 % must be paid in at incorporation. A two-tier system (Board of Directors) or three-tier system (Supervisory Board + Management Board) is permitted.

General and Limited Partnership (СД / КД)

СД (събирателно дружество) is a personal commercial form in which all partners are jointly and severally liable without limitation for the obligations. There is no statutory minimum capital. КД (командитно дружество) combines one or more general partners (unlimited liability, manage the company) and one or more limited partners (liable only up to their contribution). Used rarely — primarily for professional partnerships or family structures.

Variable Capital Company (VCC / ДПК)

Introduced in December 2024 as a new form specifically designed for startups and technology companies. No minimum capital is required, and changes in capital are not subject to registration in the Commercial Register, which significantly simplifies attracting investment and operating employee option plans (ESOP).

Step by step: registration procedure

The process of incorporating a company (using the example of an ООД/ЕООД) involves the following main stages:

1. Step 0: Choose a KID-2025 activity code

   Since 01.01.2025, use of KID-2025 (Classification of Economic Activities 2025) is mandatory and it replaced KID-2008. The business must determine in advance the main activity code to be stated in the application. The chosen code affects statistical reporting, certain licensing regimes and the ability to apply patent tax.

2. Step 1: Choice of legal form and name

   Check the availability of the name in the Commercial Register. The name must be unique and not misleading. You may reserve up to 3 options in advance.

3. Step 2: Document preparation

   Drafting the articles of association (memorandum of association for ЕООД), minutes of the founding meeting, specimen signature of the manager, declarations under the Commerce Act and the Commercial Register and the Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ).

4. Step 3: Capital contribution

   Opening an escrow account at a bank of your choice and depositing a minimum of EUR 1 (for ООД/ЕООД). The bank issues a certificate of paid-in capital, which is a mandatory document for registration.

5. Step 4: Registration in the Commercial Register (Application A4)

   Filing Application A4 with the Registry Agency — electronically via portal.registryagency.bg with a qualified electronic signature (QES), or on paper at a territorial office. The state fee is BGN 55 (~EUR 28.12) for electronic filing and BGN 110 (~EUR 56.24) on paper. The statutory decision deadline is the end of the next business day, although in practice most applications are processed within 1–2 business days.

6. Step 4.5: UBO declaration (ultimate beneficial owner)

   When incorporating any company other than an ЕООД whose sole owner is a natural person, a declaration under Art. 63(4) of the Anti-Money Laundering Act (ЗМИП) — Template 3 to the AML Implementing Regulations (ППЗМИП) — must be filed. Fee: BGN 20 electronic / BGN 40 paper. Full details in the "UBO Declaration" section below.

7. Step 5: VAT registration (where required)

   Mandatory upon reaching EUR 51,130 (BGN 100,000) of taxable turnover for the last 12 consecutive months (Art. 96 VAT Act / ЗДДС). Voluntary registration is possible at any time and is recommended when working with EU counterparties.

8. Step 6: Opening a business bank account

   After registration, the escrow account is converted into a current account or a new one is opened. Most banks complete this on the same day for Bulgarian-owned companies; for foreign owners the KYC process can take 2–4 weeks.

Required documents

The following documents are required to register an ООД/ЕООД in the Commercial Register:

• Articles of association (memorandum of association for ЕООД) — contains the company name, registered address, scope of activity, capital amount, partner shares and management structure.
• Minutes of the founding meeting — documents the founders' decisions to establish the company, adopt the articles of association, and appoint a manager.
• Specimen signature of the manager — a notarized sample of the signature.
• Declaration under Art. 13(4) ЗТРРЮЛНЦ — certifying the truthfulness of the declared circumstances.
• Declaration under Art. 141(8) of the Commerce Act (ТЗ) — certifying the absence of circumstances preventing the appointment as manager.
• Bank certificate for paid-in capital deposited into the escrow account.
• Registered address — stated in the articles of association; a lease agreement is not required, but it is advisable to have a right of use.
• Power of attorney (if the application is filed by an attorney) — notarized if the application is filed by a person other than the manager.

KID-2025: the mandatory activity code for every new company

The Classification of Economic Activities 2025 (KID-2025) entered into force on 1 January 2025 and replaced KID-2008. It is published in State Gazette No. 106 of 17.12.2024 and is issued by the National Statistical Institute (NSI).

Every new company must indicate a main activity code when filing its Commercial Register application. Existing companies must update their code using the KID-2008 ↔ KID-2025 correspondence tables published by NSI.

Structure of the classification

• 21 sections (labelled A to U)
• 88 divisions (two-digit codes)
• 615 classes (four-digit codes)

Typical code examples

• 62.01 — Computer programming activities (custom software development)
• 69.10 — Legal activities
• 47.11 — Retail sale in non-specialized stores with food, beverages or tobacco predominating
• 70.22 — Business and other management consultancy activities
• 41.20 — Construction of residential and non-residential buildings

Selection principle

The code is determined by the main (predominant) activity based on sales revenues. A company may carry out multiple activities, but only the main one is stated in the registers. Importantly, Commercial Register officers do not verify the correspondence between the actual activity and the declared code — responsibility for the accuracy of the code lies solely with the applicant. An incorrect code may lead to issues with statistical reporting, application of patent tax, or specific licensing regimes.

Ultimate Beneficial Owner (UBO) declaration

Pursuant to Art. 63(4) of the Anti-Money Laundering Act (ЗМИП), all legal entities are required to declare their ultimate beneficial owners in the Commercial Register. The obligation forms part of the pan-European framework under Directive (EU) 2015/849 (AMLD).

Who qualifies as a beneficial owner?

A beneficial owner is a natural person who:

• directly or through another person owns or controls more than 25 % of the capital or voting rights in the company, or
• exercises effective control by other means (e.g. the right to appoint/remove the manager, control by contractual arrangement, etc.).

Where no natural person can be identified, the CEO or manager is recorded as "senior management" in the capacity of beneficial owner.

Exemption for single-member ЕООД

An ЕООД whose sole owner is a natural person does not file a separate declaration — the owner's details are already in the Commercial Register and are deemed automatically declared. This exemption does not apply if the owner is a legal entity or if the company has two or more partners.

Deadlines, fees and form

• Template 3 to the AML Implementing Regulations (ППЗМИП) — the current version has been in force since 16.07.2024.
• Deadline: on incorporation — together with the registration filing; upon any change — within 7 days of the event (Art. 63(5) ЗМИП).
• Fee: BGN 20 (~EUR 10.23) electronic / BGN 40 (~EUR 20.45) on paper.

Sanctions for non-compliance

Under Art. 118 ЗМИП for failure to file or false declaration:

• Natural persons: pecuniary sanction of BGN 1,000 – BGN 10,000
• Legal entities: pecuniary sanction of BGN 2,000 – BGN 20,000
• For a repeat offence, sanctions may be doubled

Registration costs — detailed breakdown

The total cost of registering an ЕООД/ООД varies depending on the filing channel (electronic / paper), the need for translation and legalisation of documents, and the chosen level of legal support.

The amounts stated are indicative and may vary. Attorney's fees depend on complexity (number of partners, presence of corporate founders, specific clauses in the articles of association, ESOP/vesting schemes, etc.).

Remote registration

Bulgarian law allows full remote registration of a company without requiring the founders to be physically present in the country. The procedure works as follows:

• Authorising an attorney — you issue a notarised power of attorney in favour of a Bulgarian attorney. If you are abroad, the notarisation can be done at the Bulgarian embassy/consulate or by a local notary (with an apostille and a certified translation).
• Signing documents — the manager's specimen signature is notarised in the country of residence, with an apostille for countries party to the Hague Convention of 1961.
• Escrow account — the attorney opens the account and deposits the capital on your behalf (this requires a separate power of attorney addressed to the specific bank).
• Electronic filing — the attorney files the application online using a qualified electronic signature (QES).
• Notification and issuance of the UIC (ЕИК) — once the Register rules on the application, the UIC is received online and a certificate of current status can be obtained electronically.

The entire process typically takes 7–10 business days, including courier times for documents. For founders from countries outside the Hague Convention (requiring legalisation rather than an apostille), the process can be extended by 1–2 weeks.

Post-registration obligations

After the company is registered, a range of registration, tax and operational obligations arise. Some of them take effect automatically, but most require active steps from the manager.

Automatic registrations (via the Commercial Register)

• UIC / ЕИК — a 9-digit unique identifier that has replaced BULSTAT for all commercial companies since 2008. Issued by the Registry Agency simultaneously with registration.
• NRA (Национална агенция за приходите) registration — takes place automatically via the Commercial Register (Art. 82 Tax and Social Security Procedure Code / ДОПК). No separate tax-registration application is filed for the company itself.
• NOI (Национален осигурителен институт) — automatic upon filing the first notification for an employment contract.

Manual registrations

• VAT registration — mandatory upon reaching EUR 51,130 (BGN 100,000) of taxable turnover for the last 12 consecutive months (Art. 96 VAT Act / ЗДДС). Voluntary registration is available at any time.
• Declaration ОКд-5 — to commence activity as a self-insured person (manager/owner). Deadline: 7 days from the start of the activity (Art. 1(2) of the Ordinance on the Public Social Insurance of Self-Insured Persons).
• NSI (Национален статистически институт) registration — for statistical reporting; mandatory upon commencement of activity. Online via infostat.nsi.bg.
• Specific licences and permits — depending on the activity: BNB (payment services), FSC / КФН (investment services, insurance), CRC / КРС (electronic communications), BFSA / БАБХ (food), Ministry of Interior (private security), Ministry of Tourism (tour operator/travel agency), etc.

Operational obligations

• Business bank account — conversion of the escrow account into a current account or opening a new one.
• Accountant — it is strongly advisable to engage an accountant licensed by IDES (Institute of Certified Public Accountants) or an accounting firm.
• Cash register (fiscal device with remote connection — ФУВАС) — mandatory for cash payments; registered with the NRA before commencement of activity.
• Qualified Electronic Signature (QES / КЕП) — for filing VAT returns, annual corporate tax returns, annual financial statements and other e-services.
• Internal GDPR policies — records of processing activities, notifications, policies and, where required, a Data Protection Officer (DPO).

Social security of the manager / owner

The manager and/or owner of an ЕООД/ООД who personally performs work for the company is mandatorily insured as a self-insured person under Art. 4(3) of the Social Insurance Code (Кодекс за социално осигуряване / КСО). This is distinct from an employment relationship and has its own regulation.

Insurance base (2026)

• Minimum insurance base: EUR 550.66/month (BGN 1,077)
• Maximum insurance base: EUR 2,111.64/month (BGN 4,130)

Contribution rates (~27.8 % total)

• Public social insurance (ДОО — pension): 19.8 % — 13.8 % for occupational accident, general illness and old age + 6 % for the Universal Pension Fund (УПФ) for persons born after 31.12.1959.
• Health insurance: 8 %
• General illness and maternity (ОЗМ) — optional: 3.5 %

Example monthly contribution (on the minimum base of EUR 550.66)

• Without ОЗМ: ~EUR 153/month
• With ОЗМ: ~EUR 172/month

Contributions are entirely at the expense of the self-insured person and are recognised as a deductible expense of the natural person (not of the company). If, however, the manager is employed under an employment contract or a Management & Control Agreement (ДУК), contributions are split between the company and the individual.

Alternative: Management & Control Agreement (ДУК)

Under a ДУК, the manager receives remuneration taxed under the Personal Income Taxes Act (ЗДДФЛ), and social contributions are calculated on that remuneration, with a substantial share paid by the company. This model is better suited to higher remuneration levels and allows lower effective rates on actual income, but at low minimum incomes it is less favourable than self-insurance.

Declaration deadline

Commencement of activity as a self-insured person is declared using Form ОКд-5 at the NRA within 7 days of start-up. Suspension and resumption are declared using the same form.

Annual compliance calendar

Every company registered in Bulgaria must comply with periodic reporting and payment obligations. Missing these deadlines triggers pecuniary sanctions and default interest.

For VAT-registered companies, additional monthly obligations apply — filing a VAT return under the VAT Act and a VIES declaration (for intra-Community supplies) by the 14th of the following month.

Common mistakes and recommendations

Our experience in supporting the incorporation and ongoing management of companies highlights several recurring mistakes that lead to sanctions or significant administrative problems.

1. Choosing the wrong KID code — leads to issues with NSI, incorrect application of patent tax, and refusal or delay when applying for specific licences (tour operator, transport, food establishments, etc.). Recommendation: choose the code according to the actual main activity and document your reasoning.
2. Missing the UBO declaration — fines up to BGN 20,000 for legal entities under Art. 118 ЗМИП. Only an ЕООД with a single natural-person owner is exempt from the obligation.
3. Failure to update the registered address — upon relocating the office or registered seat, a filing with the Commercial Register is required. Unregistered changes are not effective against third parties, and notifications are sent to the old address.
4. Non-payment of manager's social contributions — even in an ЕООД with no revenues, if the manager performs work for the company they owe minimum contributions as a self-insured person. A common mistake among startups before first revenues.
5. Missing the annual GFS publication — after 2 consecutive years of unpublished annual financial statements and no activity, the Commercial Register may order ex officio deletion of the company under Art. 40 ЗТРРЮЛНЦ.
6. Mixing personal and company funds — using company funds for personal needs qualifies as "hidden profit distribution" within the meaning of § 1, item 5 CITA / ЗКПО. Tax consequence: 10 % corporate tax on the amount + 5 % dividend tax (combined 15 % effective rate) + a pecuniary sanction under Art. 267 ЗКПО.

Impact of the euro (since 01.01.2026)

The introduction of the euro on 1 January 2026 has a direct impact on the registration and management of commercial companies in Bulgaria:

• Automatic conversion — all BGN amounts in founding documents are deemed converted at the fixed rate of 1 EUR = 1.95583 BGN.
• Document updates — companies have until 31 December 2026 to update their founding documents. This change is free of state fees.
• New registrations — all companies incorporated after 01.01.2026 must state their capital in euro.
• Bank accounts — escrow and current accounts are now denominated in euro.

Tax advantages

Bulgaria offers some of the lowest tax rates in the European Union:

The combined effective rate on distributed profit is 15 % (10 % corporate tax + 5 % dividend tax), which remains the lowest combined regime in the EU.

Bulgaria has over 70 double-tax treaties (DTTs), enabling optimisation of the tax burden for cross-border transactions. For more on tax residency in Bulgaria, see our detailed guide.

Frequently asked questions