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Company Registration in Bulgaria

Company registration in Bulgaria

Company registration in Bulgaria is a care free process which is quite straight forward. The fastest and cheapest process is when you will be the sole owner and manager of the company. You will just need to present a scanned copy of your passport, a brief description of the nature of business of your prospective company and give three names of it in the order of preference, so that if the name of your top choice has already been taken by another company, you can register your company with your choice number two or three.

The full set of the documents for the registration of your company will be ready in no time and in the meanwhile you will have to organize your trip to Bulgaria. You will have to come to the country for at least four days because you will have to open an escrow bank account in Bulgarian levs at a Bulgarian bank where you will lodge the share-capital of your Bulgarian company.

Company Registration in Bulgaria: The Process

All Bulgarian banks requests to see you in person and you will have to show them your ID documents: an ID card or international passport in case that you are an EU-member state citizen or an international passport if you are citizen of a non-EU-member state. The banks will then run a security check which might last from 24 hour to a few days and once you receive their approval, you will be invited to open the escrow account where the share-capital of your company shall be kept.

The bank will give you a document proving the opening of this account and that the share-capital has been deposited. After that all documents are assembled and then filed at the Commercial Register.

The processing of the documents takes five days to the most the new company’s registration is completed with the granting of its company ID number.

If you want to start a business in Europe, the best place to do this is in Bulgaria.

The most significant advantages of registering a company in Bulgaria are the following facts:

advantages of registering a company in Bulgaria
  • the lowest Corporate Tax in Europe of just 10%
  • the lowest Dividend Tax in Europe of just 5%
  • startup costs are the lowest in the EU
  • the business environment in Bulgaria is friendly and open to foreign investors
  • Bulgaria is an EU-member state and this is why Bulgarian companies can take full advantage of the free movement of goods, people, services, and capital
  • the Bulgarian workforce is skilled, educated, and well trained
  • in Bulgaria, there are numerous universities focused on scientific research and development
  • the country is located right in the central part of the Balkans, next door to the larger markets of Greece, Turkey, and Romania, and the on the way to the Middle and Far East from Europe
  • it is easy to transport goods in Bulgaria as the country has an excellent road and railroad network tied to ports and airports
  • Bulgaria has economic connections to many European countries, both EU-member states and non-EU-member states that provide opportunities to enter easily large European markets
  • labor costs are some of the lowest and thus increasing Bulgaria’s attractiveness to companies that would like to cut their expenses

Additional:

  • the Bulgarian Lev is tied to the Euro making business forecasts and planning easier
  • the Bulgarian economy is stable and predictable, and it is attractive to businesses
  • the cost of living is relatively low in comparison to other European countries which makes it attractive to investors
  • the business climate in Bulgaria is favorable with a focus on innovation and technology according to the World Economic Forum’s Global Competitiveness Report
  • it is easier to finance new projects in Bulgaria, because easy access to funding and grants, and governmental and private business funding programs, there are numerous tax breaks, grants, and preferential loans available to foreign investors
  • the number of tourists coming to Bulgaria increases each year steadily as the country has a rich history, attractive cities, and ski, mountain, and seaside resorts leading to a booming construction and tourist industry – foreign investors in Bulgaria can take advantage of the high quality of life in the country, low crime rate, good health care, and clean and authentic environment.
Steps you need to take to register your company in Bulgaria

Company registration in Bulgaria

COMPANY REGISTRATION IN BULGARIACompany registration in Bulgaria is a straightforward process. It requires a few easy steps. The cheapest option will require you to be the company’s sole owner. 
What you need to present for company registration in BulgariaCopy of your passport. Brief description of the nature of business. Three potential names for your company.
Steps you need to take to register your company in BulgariaOrganize a four-day trip to Bulgaria. Open an escrow bank account in Bulgarian levs. In your newly opened account you will lodge the share-capital of your company.
The process of company registration in BulgariaFor the registration, you will have to be there in person. You will need to present some form of identification. After running a security check the bank will give you a document stating that a new account has been opened. All the documents are then filed to the Commercial Register. The company registration is completed when you are granted its ID number. 

Advantages of registering a company in Bulgaria

Registering a company in Bulgaria has many attractive features. In the first place you will cut your taxes and costs because Bulgaria has the lowest Corporate Tax in the EU of just 10% and the lowest the lowest Dividend Tax in Europe of just 5%. Bulgaria is an EU-member state and it has close business contacts with all major European economies thus giving an easy access to some of the largest markets in Europe.

A Bulgarian company can easily operate in any European country. But taxes will be paid in Bulgaria at the local rate. Renting or buying an office in Bulgaria is cheaper than in other European countries. The Bulgarian banks are well connected with the European banking system. And it is easy to set up online banking and to operate with the accounts of a Bulgarian company from each corner of the world. The web connection throughout the country is excellent.  

Aditional benefits

Bulgaria’s work force is well-trained, educated and skillful. Also, the cost of living is one of the lowest in the EU, has a wide network of roads and rail-roads connected to the Black Sea ports, as well as with the ports on the river Danube and to the Sofia, Plovdiv, Varna and Burgas airports. The national currency – the Bulgarian Lev is tied to the Euro. This makes business planning much easier than in other countries.

Crime rate in Bulgaria is low. Everyday life is easy going. The country is beautiful with stunning mountains, gorgeous Black Sea coastline, beautiful plains and rivers. The four distinctive seasons allow you to enjoy a hot summer on the beach and ski in the winter. It is located right in the middle of the Balkans neighbouring Greece, Turkey, Romania and Serbia. Bulgaria has excellent business connections with each of these countries, thus providing an easy access to their markets.

Must know before you register a company in Bulgaria

You can register a company in Bulgaria as a person or as a company. The fastest and cheapest process is you being the sole owner and manager of your Bulgarian company. You will need to present a scanned copy of your passport and a brief description of the nature of business. You will need to prepare three names of it in the order of preference. If the name of your top choice has already been taken, you can register your company with your second choice.

If you like to be the owner of your Bulgarian company, then you need to prepare originals of excerpts from the Commercial Register. They prove that  your company is in operation – Certificate of Good Business Standing.

This gives details about:
  • the owners of the share-capital of your company;
  • the amount of the share-capital and the number of shares;
  • address of registration ;
  • company ID number;
  • nature of the business;
  • the names and details of the person who is authorized to run the company.

These documents need to be apostilled and then translated in Bulgarian and legalized. You have to decide whether you need your company to be VAT registered. You can complete the VAT registration voluntarily right away. After your company receives its company ID number or the turn over of your company reaches 100 000 Bulgarian levs.

Do I need to be a Bulgarian citizen to register a company in Bulgaria?

You do not need to be a Bulgarian citizen or reside in Bulgaria to register a company. If you do not live in Bulgaria you have to plan a visit. It would have to be least 4 days for the registration of your company. You need to open a special account for your company at a Bulgarian bank. In this account you will have to deposit your share capital.

Bulgarian banks will request you to go personally to the bank and show them your ID and fill in an application form. A security check will be ran and you will be informed whether you are approved. Usually, the fastest banks complete this security check within 2-4 days. You receive the approval you have to go back to the bank to open the account and deposit your share-capital.

Company registration in Bulgaria
Types of Limited Liability Companies

Most clients find it hard to choose the type of limited company they would like to register. There are two types of limited companies in Bulgaria depending on the number of the shareholders:

  • EOOD – when there is a sole owner of the share-capital of the company

and

  • OOD – when there are two or more owners of the share-capital of the company and each one of them can have different proportions of the share-capital (there is no requirement for them to have equal shares).

These are the preferred type of small and middle size company in Bulgaria. In the years after the amount of the minimal required share-capital for the registration of a company had been decreased to 2 Bulgarian Levs (1 Euro). Both EOOD and OOD have advantages and disadvantages. The most important issues to be considered before registration are the taxes that will have to be paid. And the responsibility towards the other shareholders in case the structure is more complicated. 

Necessary Documents for the Registration of EOOD
  1. Protocol-Decision – this is the document that contains the decisions of the sole owner of the share-capital to register a limited company. It is recommended to notarise this document in the office of a Bulgarian notary public.
  2. Bank Document for Deposited Share-Capital – a document issued by the bank where the share-capital of the future company has been registered.
  3. Accepting to manage the company and giving a sample of the signature ­– a documents issued by the manager/director of the company that he accepts to manage the company and he provides a sample of his signature. The document has to be notarized by a Bulgarian notary public.
  4. Association Articles.
  5. Management Contract – the contract for the appointment of the manager/director of the company.
  6. Declaration as per Section. 141, sub-section 8 of the Trade Code. The manager/director declares that he adheres to the requirements of the law regarding managers of a company and signs this declaration.
  7. Declaration as per Section 142 of the Trade Code. Prohibition of competition. The manager/director signs this declaration.
  8. Declaration as per Section 13, sub-section 4 of the Law for the Commercial Register. The manager/director declares that the information provided by him is correct. He signs this declaration.
  9. Declaration as per Section 13, sub-section 5of the Law for the Commercial Register. This declaration is signed in case the full set of documents for the registration are not presented by the manager/director in person at the Commercial Register.
  10. Request for Booking a name of the company. Optional.
  11. License or permission. Only in cases when those are requested by the law.
  12. Form A4 of the Commercial Register for applying for registration.
Necessary Documents for the Registration of OOD
  1. Protocol-Decision – this is the document that contains the decisions of the general share-holders’ meeting to register a limited company. It is recommended to notarise this document in the office of a Bulgarian notary public.
  2. Bank Document for Deposited Share-Capital – a document issued by the bank where the share-capital of the future company has been registered. In case that the amount of the share-capital is 2 Bulgarian Levs (1 Euros) it has to be deposited in full. In case that the amount of the share-capital is larger than 2 Bulgarian Levs (1 Euros), it is necessary to deposit at least 70% of the total amount of the share-capital prior to the beginning of the registration of the company.
  3. Accepting to manage the company and giving a sample of the signature ­– a documents issued by the manager/director of the company that he accepts to manage the company and he provides a sample of his signature. The document has to be notarized by a Bulgarian notary public.
  4. Association Articles.
  5. Management Contract – the contract for the appointment of the manager/director of the company.
  6. Declaration as per Section. 141, sub-section 8 of the Trade Code. The manager/director declares that he adheres to the requirements of the law regarding managers of a company and signs this declaration.
  7. Declaration as per Section 142 of the Trade Code. Prohibition of competition. The manager/director signs this declaration.
  8. Declaration as per Section 13, sub-section 4 of the Law for the Commercial Register. The manager/director declares that the information provided by him is correct. He signs this declaration.
  9. Declaration as per Section 13, sub-section 5of the Law for the Commercial Register. This declaration is signed in case the full set of documents for the registration are not presented by the manager/director in person at the Commercial Register.
  10. Request for Booking a name of the company. Optional.
  11. License or permission. Only in cases when those are requested by the law.
  12. Form A4 of the Commercial Register for applying for registration.
Types of companies that you can register in Bulgaria.

The most popular type of company registered in Bulgaria is an Ltd. The responsibility of the owner is limited to the amount of the share capital. In Bulgaria, the smallest share capital is the amount of 2 Bulgarian Levs (1 Euro).

The amount of the share-capital of your Bulgarian company depends on your business strategy. Owner (-s) of this type of company can be just a person or a company; several persons and several companies; a company and several persons; and a person and several companies.

Stages of opening a company in bulgaria
Owners Stage 1 Stage 2 Stage 3 Stage 4 Stage 5
Person
(-s)
Deciding on three names of the company in order of preference.Presenting a valid passport.Traveling to Bulgaria. Signing the full set of documents for the registration of the company and going to a Bulgarian notary to notarise some of them. Visiting the office of a Bulgarian bank and applying for the opening of bank account for the lodging of the amount of the share-capital.Opening of the bank account and depositing the share-capital of the company and receiving a document from the bank. Filling in the application forms and filing all documents at the Commercial Register.Receiving a company ID number from the Commercial Register. Returning to the bank and closing the bank account or transforming it into a business current account and setting up the online banking and issuing bank cards in the name of the new company. Optional: voluntary VAT registration.
Company (-_ies)
Deciding on three names of the company in order of preference.Presenting appostilled Certificate of Good Business Standing and Association Articles, decision of the Board of Directors for the registrations of a company in Bulgaria, passports of the directors of the mother company and of the manager of the Bulgarian company.Traveling to Bulgaria. Translating and legalising the company documents. Signing the full set of documents for the registration of the company and going to a Bulgarian notary to notarise some of them. Visiting the office of a Bulgarian bank and applying for the opening of bank account for the lodging of the amount of the share-capital.Opening of the bank account and depositing the share-capital of the company and receiving a document from the bank. Filling in the application forms and filing all documents at the Commercial Register.Receiving a company ID number from the Commercial Register. Returning to the bank and closing the bank account or transforming it into a business current account and setting up the online banking and issuing bank cards in the name of the new company. Optional: voluntary VAT registration.

Frequently Asked Questions

I am a foreigner who does not live in Bulgaria. Can I register a company in Bulgaria?

You can register a company in Bulgaria regardless of the fact that you do not reside in Bulgaria. Citizens of non-EU-member states can register companies in Bulgaria just like any EU-member state national.

Do I need to travel to Bulgaria to register a company?

You need to plan a visit to Bulgaria for about 4 days because you have to personally open a bank account in the name of your company at a Bulgarian bank where you will have to personally deposit the share-capital of your company. Bulgarian banks request to see you in person and you need to present your passport to them, so that they can run a security check that can take at least 2 days.

How long does it take for me to register a company in Bulgaria?

Once all documents for the registration of your company are ready and the share-capital of your company is deposited at the bank account of your company, it takes about 5 working days for the Commercial Register to process your application. However, the Commercial Register has the right to ask for more documents and if they would like you to present additional documents they inform you within three days of the date of your application.

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