Bulgaria · Guide
Bulgarian company law offers the usual European menu, and a foreign founder realistically chooses between two letters: EOOD, a single-member limited liability company, and OOD, the same with several members. Both need only EUR 1 of capital since the switch to the euro.
This guide sets out each form, the 2026 capital figures in euro, the formalities that surprise foreigners, and which form fits which founder.
The forms Bulgarian law recognises
| Form | Bulgarian name | Owners | Minimum capital | Fit for a foreign founder |
|---|---|---|---|---|
| Single-member LLC | EOOD | One | EUR 1 | Yes, the default |
| Multi-member LLC | OOD | Two or more | EUR 1 | Yes, with partners |
| Single-shareholder joint-stock company | EAD | One | EUR 25,000 | For larger projects |
| Joint-stock company | AD | Several | EUR 25,000 | For investors or a listing |
| General or limited partnership | SD, KD, KDA | Partners | None stated | Rarely |
| Variable capital company | DPK | Founders and investors | Set by its own rules | For start-ups, since 31 March 2025 |
| Sole trader | ET | A natural person | None | Rarely, unlimited liability |
| Branch of a foreign company | Klon | The parent | None | If you already own a company abroad |
The EOOD and OOD: the defaults
Most foreign founders end up with an EOOD, and add partners later by converting it into an OOD.
- EUR 1 of capital. Article 117 of the Commerce Act sets the floor, previously BGN 2.
- One owner, individual or company, Bulgarian or foreign.
- One or more managers, who represent the company; the sole owner can manage it personally.
- Limited liability. The owner answers up to the capital.
- 10% corporate tax and 5% on dividends, covered in the corporate tax guide.
Two formalities surprise foreigners.
- The manager's consent and specimen signature are notarised (Article 141(3)). A foreign manager can sign before a notary abroad, with an apostille and a certified Bulgarian translation.
- The capital goes into a bank account before registration. The bank issues a certificate the registry requires. Advisers report opening fees for foreigners of EUR 150 to 460, against EUR 10 to 20 for Bulgarians.
3 questions
Which jurisdiction fits you?Answer three questions and get the three jurisdictions that match your situation.
The AD and EAD
The joint-stock company is built for many shareholders and for listing; it is the required form for Bulgarian companies whose shares trade on a regulated market.
- EUR 25,000 of capital, under Article 161(2) as amended with effect from 1 January 2026.
- Board structure: a board of directors of three to nine members, or a management board with a supervisory board.
- Single-shareholder version: the EAD.
The AD capital figure, where guides differ
Older guides give BGN 50,000, or "about EUR 25,500" once converted. Since 1 January 2026 the Commerce Act sets EUR 25,000, a round figure in euro rather than a conversion of the old amount. Use the current figure.
Sole trader and partnerships
- Sole trader (ET). A natural person registered as a merchant. Liability is unlimited, reaching personal assets. Advisers rarely recommend it to foreigners.
- Partnerships (SD, KD, KDA). Recognised but used selectively, mostly by Bulgarian professionals who already work together.
The variable capital company, new since 2025
The Registry Agency's fee schedule has carried a separate entry for the variable capital company (дружество с променлив капитал) since 31 March 2025. It is a newer form designed for start-ups that issue shares to investors and employees more flexibly than an OOD. Its rules are recent and practice is thin: discuss it with a Bulgarian lawyer before choosing it over an EOOD.
The branch of a foreign company
A founder who already owns a company abroad can register a Bulgarian branch.
| Branch | EOOD owned by your company | |
|---|---|---|
| Legal person | No, part of the parent | Yes |
| Liability | The parent answers | Limited to the EOOD |
| Capital | None | EUR 1 |
| Documents | Parent's apostilled registry papers and translations | Same, plus the EOOD's founding act |
| Tax | Bulgarian permanent establishment | Bulgarian company, 10% |
For most small founders the subsidiary is simpler: it ring-fences liability and banks understand it better.
How to choose
- 1Will you be the only owner?Yes: EOOD. With partners: OOD
- 2Do you need outside investors or a listing?Then an AD or EAD, with EUR 25,000
- 3Do you already own a company abroad?Compare a branch with an EOOD owned by that company
- 4Can you accept unlimited liability?If not, avoid the sole trader route
| Profile | Form |
|---|---|
| Solo founder relocating to Sofia | EOOD |
| Two or three co-founders | OOD |
| Foreign group setting up an EU centre | EOOD owned by the parent, or a branch |
| Project raising equity from investors | AD or EAD |
Buying an existing company in 2026
Every Bulgarian company must express its capital in euro. The Euro Introduction Act first set a deadline of 31 December 2026; advisers report that an amendment of 8 September 2026 (State Gazette No. 82 of 2026) extended it to 31 December 2028.
- The register already shows euro: the Registry Agency converted registered capital ex officio, once, by 24 March 2026, as advisers report.
- The founding act still has to change: the owner amends it to state capital in euro, and files it with the company's next entry in the register (Article 32(4)), without a separate state fee.
- Rounding is allowed within 5% up or down (Article 32(5)).
- Fines for the company and the manager apply if it is ignored.
Before buying an older company, check whether its register entries already show capital in euro.
- Before 2026EOOD from BGN 2, AD from BGN 50,000
- 1 Jan 2026Euro adopted; EUR 1 and EUR 25,000 apply
- During 2026Existing companies start redenominating capital
- 8 Sep 2026Deadline extended by State Gazette No. 82
- 31 Dec 2028New deadline to convert capital records
The bottom line
For a foreign founder Bulgaria is a choice between the EOOD and, with partners, the OOD: EUR 1 of capital, one manager, limited liability, 10% tax. The AD needs EUR 25,000 and suits investors. Plan for the notarised manager documents and the capital deposit account before registration.
corpsec registers Bulgarian EOODs and OODs and provides the registered address. See the Bulgaria formation service, or read how to register a company in Bulgaria.
Frequently asked questions
What is the best company type in Bulgaria for a foreigner?
The EOOD, a single-member limited liability company. It needs EUR 1 of capital, one owner and one manager, who can both be foreign, and limits liability to the company.
What is the difference between an EOOD and an OOD?
An EOOD has one owner; an OOD has two or more. Both are limited liability companies with EUR 1 of minimum capital, and an EOOD can be converted into an OOD by admitting partners.
What is the minimum capital for a company in Bulgaria in 2026?
EUR 1 for an EOOD or OOD, and EUR 25,000 for an AD or EAD, under the Commerce Act as amended with effect from 1 January 2026.
Do I need to deposit the capital in a Bulgarian bank?
Yes. The capital goes into a collection account before registration, and the bank's certificate is filed with the application. Advisers report higher account fees for foreign nationals.
Can a foreign company own a Bulgarian EOOD?
Yes. It provides an apostilled certificate of good standing and other registry documents, with a certified Bulgarian translation.
Do existing Bulgarian companies need to change their capital to euro?
Yes. The original deadline of 31 December 2026 was extended to 31 December 2028 by an amendment of September 2026, as reported by advisers. The conversion must in any case be filed with the company's next registry entry.
Sources
- Chambers Corporate Governance 2026, Bulgaria (Vassilev & Partners, updated 16 June 2026): forms of company, EUR 1 minimum capital for OOD and EOOD, EUR 25,000 for AD and EAD, management structures
- Innovires, Register an EOOD in Bulgaria (2026): EUR 1 capital under Article 117 of the Commerce Act, notarised consent and specimen signature of the manager (Article 141(3))
- KPMG Bulgaria, 15 January 2026: redenomination of company capital from lev to euro
- European Central Bank, 8 July 2025: euro adoption on 1 January 2026 at 1.95583 lev per euro
Read on 26 October 2026: the Registry Agency fee schedule (version published in January 2026), which lists the variable capital company from 31 March 2025; the Chambers practice guide by Vassilev & Partners (June 2026); an extract of the Commercial Register's copy of the Commerce Act stating Article 161(2) as amended by State Gazette No. 70 of 2024 with effect from 1 January 2026 (EUR 25,000 for a joint-stock company); Innovires on the EOOD; KPMG on redenomination. The consolidated Commerce Act on lex.bg could not be opened on the day of writing, so article wording is taken from these sources, which agree. Some older guides give BGN 50,000 or about EUR 25,500 for a joint-stock company: that is the pre-2026 amount converted, not the current law. The deadline to redenominate existing capital under Article 32(1) of the Euro Introduction Act was 31 December 2026 and, according to advisers, was extended to 31 December 2028 by an amendment published in State Gazette No. 82 of 2026; the official text of that amendment was not read. This is not legal advice.