Setting up a company in Bulgaria

Many foreigners in Bulgaria face the need to set up a company in order to conduct business or to complete the purchase of land or a vehicle. This is a straightforward procedure that can be handled on your own.

Before starting the company registration

You need to come up with a unique name for the legal entity, prepare the share capital (at least one lev for each founder of an OOD (LLC), at least two leva when registering an EOOD (single-member LLC)), choose the type of activity and decide on the registered address. Do not neglect these preparatory steps – mistakes at this stage can lead to a refusal of registration and, consequently, to a loss of money. If you have difficulties checking whether the name is unique or choosing the types of activity, contact us for a consultation.

Preparing the documents

The next stage is filling in the declarations under Art. 13 para. 4 of the Commercial Register Act of the Republic of Bulgaria, Art. 141, para. 8 and Art. 142 of the Commercial Act of the Republic of Bulgaria.

The following documents will also be required:

• Articles of association (statutes).
• Management assignment agreement.
• Minutes of the decision of the sole owner (for an EOOD).
• Minutes of the decision of the founders (for an OOD).
• Specimen signature of the director (certified by a notary).

If you have turned to specialists for help, they will, as a rule, prepare the entire set of registration documents for you. All you need to do is fill in an application in a language you understand, setting out all your details and wishes, so as to avoid mistakes when the constitutive documents and declarations are drawn up.

After that, a capital deposit account for the company is opened at a bank. The receipt for opening the account and depositing the share capital is added to the other documentation. You can open the account yourself or entrust this to company registration specialists.

Next, the fee for registration in the Commercial Register is paid. The receipt must also be attached to the documents.

After that, the set of registration documents is submitted to the Commercial Register. This organisation has offices in every regional centre.

Before submission to the Commercial Register, form A4 is filled in. All fields must be completed extremely carefully, and the information must not differ from the data in the constitutive documents. There are sections that, in addition to Bulgarian, must also be filled in in the Latin alphabet.

Form A4 is quite long, so as a rule the Commercial Register staff can only help by answering a couple of questions about it. Even elementary mistakes can ultimately lead to a refusal of registration. The fees paid are not refunded.

When a company is registered with the help of specialists, form A4 is prepared in advance and signed before a notary, and if the registration is remote (entirely without your participation), form A4 is not required at all. Holding a power of attorney from you, the lawyer submits the set of documents in scanned form under their own electronic signature. To track the registration procedure, the applicant receives a unique number, which can be used on the Commercial Register website to see the status of the document review, any objections, and the outcome of the registration.

The application is reviewed within 4-5 days on average. If the documents are drawn up correctly, the company is entered in the Commercial Register and receives a unified identification code – EIK. If errors are found during the review of the application, they must be corrected within three days. Those who do not meet this deadline have to submit the application again and pay the registration fee once more.

After receiving the EIK, the company’s manager can obtain a certificate of the company’s current status from the Commercial Register – this is the main document confirming that the legal entity exists.

Obtaining the certificate on paper with the seal of the Commercial Register is subject to a charge, and the fee for it is collected separately. As a rule, a company needs it for concluding international transactions and for taking company vehicles outside Bulgaria.

Within the country, it is enough to know the company’s identification number — the EIK (BULSTAT number). Using this number, anyone can see the company’s current details, as well as its status at the present moment, on the Commercial Register website.

Once the company has been registered, you need to go to the bank, close the capital deposit account there and open a current account instead.

So, the registration procedure is complete. The company can plan its activities, file a declaration on the start of operations with the tax authorities and develop. However, if the company’s manager is not a Bulgarian citizen or a foreigner with a permanent residence permit, several documents must be arranged for them before operations begin; an experienced accountant will advise you on these and take care of them.

Bear in mind that after a company is registered, annual reports must be filed for it within the deadlines set by law, even if the company is not carrying out any activity. And in the case of VAT registration, reports are filed monthly. So it is worth deciding on an accountant straight away.

Need help?

Registering a legal entity in Bulgaria on your own is possible if you know the legislation and the Bulgarian language.

If this is nevertheless difficult for you, the staff of Bulgarian Expert will help you with the registration procedure or carry it out for you.

Our assistance will help you avoid unnecessary costs.

It is possible to provide a registered address and subscription accounting services at affordable prices. Consultations are free for our clients.

We wish you a successful registration and a thriving business in Bulgaria!

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