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How to Incorporate a Private Limited Company/OOD in Bulgaria

Our full range of company secretarial services will make the initial setting up and management of your company straightforward. The services we provide permit non-residents the opportunity to incorporate a company in Bulgaria. 

After you have submitted the company name of your OOD to us, approval of the company name can be obtained within several hours. We will check your proposed name for availability in the current registers and advise you of any potential conflicts with companies already on the register. We will reserve the name for your company for up to ten days.

We then draft your Memorandum and Articles of Association with the principle objectives clause specifically drafted for your new company and deposit at least 70% of the company share capital into a suitable, national bank account for which we will receive a bank deed confirming that the capital has been paid. If you do not currently have a suitable account we can assist you in establishing one.

You then need to appoint your management body and obtain your registration in the commercial register from the relevant district court. As soon as the court’s decision is published in the State Gazette your company is incorporated.

You will still need to register at the National Statistical Institute and receive your BULSTAT number within three days registering your company, register at the territorial tax office within 14 days after registration and register at the territorial division of the National Social Security Institute before you commence trading. 

It only takes five days to incorporate a Private Limited Company in Bulgaria and it takes less than three weeks to obtain all necessary tax and trade references.

Formacompany has over 20 years’ experience forming companies in Bulgaria and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

What you need to set up a Private Limited Company/ OOD in Bulgaria

To begin incorporation of your limited company we will require the following:

  • Your company name
  • The full name, date of birth, address and nationality of all directors
  • The full name and address of all shareholders

Documents you are required to provide:

  • Proof of identity (passport, national identity card, photographic driving licence).
  • Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)

Registered Office

  • A Bulgarian OOD must have a registered agent and a registered office. The registered office is where documents may be legally served on the company. The registered office must be a physical address in Bulgaria – this is included in our standard company formation package.

Share Capital requirements

  • The minimum share capital requirement is 5,000 Bulgarian Leva, (around €2500).
  • You will need to obtain a bank deed confirming that at least 70% of the registered capital has been paid prior to incorporation.
  • The shareholders may be individuals or companies and the minimum nominal share value is 10 Bulgarian Leva per share

Ready Made Companies

  • We have shelf companies in Bulgaria currently available, with standard Memorandum and Articles designed to permit most general activities; making it possible to commence business at very short notice. Our ready made companies are in good standing, are not the subject of any insolvency proceedings and have not entered into any contracts or engaged in any business activities.

What it costs to set up a Private Limited Company in Bulgaria

A Limited Liability Company in Bulgaria will cost £1890, this includes:

  • Preparing your Memorandum and Articles of Association and other mandatory documents required to register your limited company.
  • Paying all capital duties and registration fees.
  • Lodging documentation with all local and national authorities.

Our Standard Incorporation Package also includes a Registered Office for your limited company. 

What you receive after setting up your new business

The set of corporate documents that we will provide for your Bulgarian OOD will always include:

  1. Minutes of the first inaugural meetings (showing all appointments of officers and allocations of shares)
  2. Copies of the Memorandum of Association and Articles of Association
  3. Original Certificate of Incorporation
  4. Copy of the Declaration of Compliance
  5. Share Certificates for each shareholder specified, plus two blank certificates

Additional documentation may include share transfer forms or declarations, special powers of attorney, additional corporate resolutions. 

5 Advantages to Setting up a Private Limited Company/ OOD in Bulgaria

  1. A Private Limited Company requires only one director. There are no restrictions on nationality or residency. 
  2. A Private Limited Company requires only one shareholder. There are no restrictions on nationality or residency and a shareholder can be either an individual or a corporation. If there the company is owned by one individual then it has to have the suffix EOOD rather than OOD, this denotes that the company is owned and controlled by a single shareholder. The single shareholder may also serve as the director of the company.
  3. A Private Limited Company limits the risk to which all stakeholders are exposed. Trading as a Private Limited Company limits the risk to which all stakeholders are exposed. An OOD is a legal form of a business organisation, which is classed as an entity that is separate and distinct from the individuals who run it; for sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in an OOD are only liable to lose the value of the share capital to which they subscribe.
  4. A Private Limited Company has a greater ability to raise finance. Limited companies have flexible borrowing powers and can raise capital by selling shares.
  5. A Private Limited Company has a less brittle management structure. The company can continue to trade despite the death, resignation or bankruptcy of members. The appointment, retirement or removal of a director is straightforward. 

Important Information about Incorporating a Private Limited Company/OOD in Bulgaria

  • Information regarding the OOD’s beneficial owners, and details of the company’s management, is recorded in the commercial register and the State Gazette. 
  • It is compulsory to file an annual balance sheet with the tax authorities.
  • An annual shareholders' meeting must be held at least once a year.