I. Choosing the Corporate Form
The first decision is the choice between an EOOD (Sole Ltd.) — a sole-owner limited liability company — and an OOD (Ltd.) — a multi-member limited liability company. As examined in detail in the companion article on the EOOD (Sole Ltd.) vs. OOD (Ltd.) comparison, the choice depends primarily on the number of initial investors and the anticipated governance structure. For a single foreign investor, the EOOD (Sole Ltd.) is the standard choice; where there are multiple investors or local partners, the OOD (Ltd.) is more appropriate. Both forms require a minimum registered capital of €1 and offer the same flat ten percent corporate income tax rate.
II. Preparatory Steps
Before filing the registration application, the following preparatory steps must be completed. First, a company name must be chosen and its availability verified in the Commercial Register search tool of the Registry Agency. The name must be distinctive, must not be identical or confusingly similar to an existing registered company name, and must be followed by the designation "ЕООД" or "ООД" (in Cyrillic) as applicable. Second, a registered address in Bulgaria must be identified — this may be a commercial address or, for many start-up companies, the address of their legal counsel. Third, the manager must be identified: in an EOOD (Sole Ltd.), the manager is typically the sole owner; in an OOD (Ltd.), any person — whether a member or not — may be appointed as manager.
III. Documentation
The registration application requires the following documents: the memorandum of association (EOOD (Sole Ltd.)) or articles of association (OOD (Ltd.)), signed by the owner(s) with notarially certified signatures or signed in person before the Registry Agency officer; a specimen signature of the manager (образец от подписа), notarially certified; a declaration by the manager confirming that they meet the statutory eligibility requirements for the role; a declaration of the beneficial owner as required by the anti-money laundering legislation; evidence of payment of the registration fee; and — for a foreign national acting as manager or owner — a notarised and apostilled translation of their identity document.
IV. The Registration Procedure
The application is filed electronically through the portal of the Registry Agency, using a qualified electronic signature, or in person at the relevant Registry Agency office. The registration fee for a new OOD (Ltd.) or EOOD (Sole Ltd.) is €28.13 if filed electronically or €56.24 if filed in paper form. The Registry Agency has a statutory obligation to process complete applications within three business days; in practice, electronic applications are frequently processed within one to two days.
Upon registration, the company is assigned a unique identification code (UIC — единен идентификационен код), which serves as both the company registration number and the tax identification number. The UIC is issued automatically and simultaneously by the Commercial Register and the National Revenue Agency under the one-stop-shop registration system introduced in 2008.
V. Post-Incorporation Compliance
After registration, organise the corporate bank account, bookkeeping and tax compliance. Assess VAT registration under the applicable turnover and special registration grounds. Annual financial statements, where publication is required, are submitted to the Commercial Register by 30 September of the following year. The annual activity report for an ordinary company subject to corporate income tax is generally due by 30 June; these are distinct filings.