How to Register a Company in Bulgaria as a Foreigner: A Step-by-Step Guide
A step-by-step guide to registering a Bulgarian company as a foreigner — OOD vs EOOD, documents, remote setup, VAT, and the mistakes to avoid.
You can register a company in Bulgaria as a foreigner in a handful of steps: pick the entity (usually an OOD or single-owner EOOD), prepare the founding documents, deposit the share capital, and file the incorporation with the Commercial Register. You do not need to be a Bulgarian citizen or resident to own the company, and in most cases you do not need to travel — the whole process can be run remotely by an attorney acting on your behalf. This guide walks through each step, the documents you'll need, and the mistakes foreign founders make most often.
Key takeaways
- A foreigner can own 100% of a Bulgarian company — an individual or a foreign company, EU or non-EU — without being resident here.
- The common vehicle is a limited liability company: an OOD (two or more owners) or an EOOD (single owner). A joint-stock company (AD) is for larger or investor-heavy structures.
- You can usually register remotely, from abroad, by giving your attorney a notarized (and where required, apostilled) power of attorney.
- Registration happens at the Commercial Register, against a required minimum share capital and a state filing fee — we tell you the current figures for your setup up front, in writing.
- Registering is not the finish line — VAT, accounting, and ongoing filings begin the day the company exists.
Can a foreigner register a company in Bulgaria?
Yes. A foreign individual or a foreign company can fully own a Bulgarian company, and you generally do not need to live in Bulgaria to do it. Bulgaria is an EU member state, so an EU-registered company is an EU company — with access to the single market — regardless of where its owner is from.
Ownership and management are separate questions. You can own the whole company from abroad; whether your specific setup needs a local manager or a local address is a narrower question that depends on your activity. We confirm that for your situation on the first call, before you commit to a structure.
Which entity should you choose: OOD, EOOD, or AD?
The entity is the first real decision, and it's the one worth getting right. In plain terms:
- OOD — a limited liability company (druzhestvo s ogranichena otgovornost) with two or more owners. Liability is limited to what each owner puts in. This is the standard vehicle for a company with partners or co-founders.
- EOOD — the single-owner version of the same thing (the E is for "sole"). Same limited liability, same mechanics, one owner. This is what most solo foreign founders register.
- AD — a joint-stock company (aktsionerno druzhestvo), the entity for larger businesses, multiple investors, or a structure that will issue shares to raise capital. It carries a higher minimum capital than an OOD/EOOD and more governance formality — a board and stricter reporting. We walk through whether that weight is worth it for your plan before you commit to it.
For most people setting up in Bulgaria, the choice is OOD versus EOOD, and it comes down to one question: are you the only owner, or are there others? Everything else — capital, liability, day-to-day running — is broadly the same. If you're weighing an AD because investors are coming, that's a conversation worth having before you file, not after.
What are the steps to register a company in Bulgaria?
The path from decision to a live company runs through a defined set of steps. Here is the sequence for a standard OOD or EOOD:
- Choose the entity and settle ownership. OOD or EOOD, who owns what percentage, and who manages the company.
- Prepare the founding documents. The articles of association (or the sole-owner founding act for an EOOD), the manager's appointment, and the consents and specimen signatures the register requires.
- Deposit the share capital. Open a capital account and pay in the required minimum in the form the register accepts — we confirm the current figure and the method for your setup.
- File with the Commercial Register. Submit the incorporation application to the Registry Agency's Commercial Register, together with the state filing fee.
- Receive your registration and company number. Once the register enters the company, it legally exists and has its unique identification code (EIK/UIC).
- Handle post-registration setup. Convert the capital account to an operating account, appoint an accountant, and register for VAT if your activity requires it (see below).
Timelines depend on how quickly documents come together and the register's processing at the time you file. Once your documents are ready and filed, the register enters the company and it legally exists. We tell you the expected timeline for your specific setup on the first call — no open-ended "it depends."
What documents do you need to register a Bulgarian company?
The exact set depends on whether the owner is an individual or a company, and whether you're signing in person or by proxy. For a standard foreign-owned OOD/EOOD, expect to provide:
- Identity documents for each owner and manager (passport for individuals; corporate extract and good-standing documents for a corporate owner).
- The founding documents — articles of association or the sole-owner founding act.
- The manager's appointment and consent, plus a specimen signature in the required form.
- Proof of the share-capital deposit from the bank.
- A power of attorney if an attorney is filing on your behalf (see the next section).
Where a foreign document has to be recognized in Bulgaria, it will usually need to be notarized and apostilled (or legalized, depending on the country it comes from) and translated into Bulgarian by a certified translator. Which treatment each document needs depends on where it was issued. We tell you exactly which of your documents need which, so nothing gets rejected at the counter.
Can you register a Bulgarian company remotely?
In most cases, yes. You can register a Bulgarian company from abroad without travelling by giving your attorney a power of attorney to act for you. We prepare the documents, you sign the power of attorney in front of a notary where you are — and where required, have it apostilled — and we handle the deposit, the filing, and the register from Sofia.
A few steps may still need something from you at a distance: a notarized signature, an apostilled document, or a bank's own onboarding process. Bank account opening in particular can carry its own identity checks, and each bank sets its own rules — some ask more of a non-resident account holder than others, and a few may want you present. We map out on the first call exactly which steps you can do remotely and which, if any, need your presence — before you commit.
If you're also planning to relocate to Bulgaria yourself, company ownership and your own residence are two separate tracks. Our Immigration practice handles the residence and work-permit side for founders moving to Bulgaria or the wider EU.
What happens after registration: VAT and ongoing admin?
Registering the company is the start, not the finish. From the day the company exists, it has obligations:
- VAT registration. Bulgaria sets a mandatory VAT-registration turnover threshold, and you can also register voluntarily below it — which many B2B and cross-border companies choose to do. Whether you should register from day one depends on who your customers are and where they're based, not just on your turnover.
- Accounting and reporting. A Bulgarian company keeps accounts, files with the tax authority, and submits an annual financial statement to the Commercial Register. Most companies work with an accountant for the monthly and annual filings.
- Corporate housekeeping. Manager or ownership changes, capital changes, and address changes all have to be filed with the Commercial Register to keep the company in good standing.
None of this is exotic, but all of it has deadlines — and missed filings are where a clean setup starts to cost money. Ongoing company administration is a core part of what we do; it's one of the things our monthly legal subscription is built to carry, so the filings simply get handled.
What mistakes do foreign founders make most often?
The pattern is consistent. The most common errors we see, and how to avoid them:
- Picking the wrong entity for the plan. Registering an EOOD when a co-founder is joining in three months, or an OOD when the real structure needs an AD for investors. Decide the entity against where the company is going, not just where it starts.
- Underestimating post-registration admin. Treating registration as "done" and missing the VAT decision, the accounting setup, or the annual filing. The company exists the day it's registered — so do its obligations.
- Getting documents rejected on a technicality. A missing apostille, an uncertified translation, or a specimen signature in the wrong form. Foreign documents have to be in exactly the right format for the register to accept them.
- Shaky shareholder arrangements. Two founders splitting 50/50 with nothing written about deadlock, exit, or what happens if one leaves. Settle ownership and control in writing at formation, before it becomes a dispute.
- Assuming Bulgarian rules mirror another country's. Company law here is Bulgarian and EU law, not a copy of wherever you incorporated last. The terms, the thresholds, and the filings are their own.
Most of these are cheap to avoid at formation and expensive to fix afterward. That's the whole argument for getting the setup right the first time.
Work with a corporate lawyer who handles it remotely
Apex & Pillar registers Bulgarian companies for international founders and investors — most of it fully remotely — and stays on for the ongoing administration once the company is live. Your matter is led by Rebecca Osei, Managing Partner for Corporate & M&A — the attorney you met, not handed down the ladder. Direct answers, senior attention, no runaround.
You get one fee posture on all of it: flat fees wherever the scope allows, transparent hourly rates otherwise, and a written scope, written fee, and agreed timeline before the work starts. The invoice should never be the interesting document.
See our full Corporate & M&A practice for formation, ongoing counsel, and the monthly legal subscription.
Book a free consultation. 20 minutes with a senior corporate attorney — not an intake screener ∴ a reply within one business day.
Frequently asked questions
Can a foreigner own 100% of a company in Bulgaria?
Yes. A foreign individual or a foreign company can fully own a Bulgarian OOD, EOOD, or joint-stock company, and you generally do not need to be resident in Bulgaria to do it. We form the entity and handle the Commercial Register process for you, remotely in most cases, and confirm any local-director or local-address requirement for your situation on the first call.
What's the difference between an OOD and an EOOD?
Both are limited liability companies with the same liability protection and mechanics — the difference is the number of owners. An OOD has two or more owners; an EOOD has a single owner. Most solo foreign founders register an EOOD; founders with partners register an OOD. If investors are coming, a joint-stock company (AD) may fit better, which is worth deciding before you file.
Do I have to travel to Bulgaria to register a company?
In most cases, no. You can register a Bulgarian company from abroad by giving your attorney a power of attorney to act on your behalf — signed before a notary where you are, and apostilled where required. Some steps, such as a bank's own account-opening checks, may have their own requirements. We tell you exactly which steps you can do remotely and which, if any, need your presence, on the first call.
How long does it take to register a company in Bulgaria?
It depends on how quickly the documents come together and the Commercial Register's processing at the time you file. Once your documents are ready and filed, the register enters the company and it legally exists. We give you the expected timeline for your specific setup on the first call — not an open-ended "it depends."
Do I need to register for VAT when I set up a company in Bulgaria?
Not automatically. Bulgaria sets a mandatory VAT-registration turnover threshold, and you can also register voluntarily below it — a common choice for B2B and cross-border companies. Whether you should register from day one depends on who your customers are and where they're based, which we walk through with you.
What ongoing obligations does a Bulgarian company have?
Accounting and tax filings, an annual financial statement filed with the Commercial Register, and register updates for any change in management, ownership, capital, or address. All of it runs on deadlines. Our monthly legal subscription is built to carry this ongoing company administration so the filings get handled without you tracking each one.
By Rebecca Osei, Managing Partner, Corporate & M&A, Apex & Pillar LLP.
This article is general information, not legal advice. The first call is free.