The First 90 Days After Registering a Bulgarian Company

This checklist is designed for an ordinary Bulgarian EOOD or OOD, including a company owned from abroad. A regulated business may need a different sequence. The periods below are planning stages; legal filing dates and requirements tied to a particular transaction or employee take priority.

1. Before trading: confirm who can act

Check the Commercial Register entry against the incorporation documents: company name, identification number, registered address, manager and method of representation. Give the manager, accountant and bank a consistent set of documents. If there are several managers, establish whether they sign separately or together.

Ownership, management and banking access are different roles. A foreign shareholder does not acquire authority to sign for the company simply by owning it. Equally, an internal spending limit is not necessarily a restriction that the company can rely on against a third party. For an OOD, this distinction follows from Article 141 of the Commerce Act.

Set up a monitored address for official correspondence, a company email account and a document repository. Assign a person to receive notices and escalate deadlines. Where a service provider supplies the registered address, put the handling and forwarding of correspondence in writing.

2. Arrange payments, accounting and funding

Confirm that the company has an operating payment account and usable signing arrangements. A capital deposit account used for incorporation does not establish that all operating services have been approved. Prepare the ownership information and supporting documents the selected institution requests. The existing bank account guide covers that stage in more detail.

Engage an accountant before transactions accumulate. Agree how invoices, expense receipts, payroll information and contracts will be delivered, who checks them and who submits each return. Outsourcing preparation does not remove the management responsibilities set out in the Accounting Act.

Decide how the business will be funded. Record whether money from an owner is capital, a shareholder loan or another properly approved contribution. A transfer labelled simply “funding” leaves avoidable uncertainty over repayment, interest and accounting treatment. Keep company spending separate from personal spending, including expenses paid initially by a founder.

3. Check VAT before the relevant transaction

Do not use the general turnover threshold as the only VAT test. Particular cross-border services can trigger registration under Article 97a of the VAT Act independently of that threshold. This may matter when buying services from abroad as well as when supplying business customers in another EU Member State.

Before ordering overseas advertising, software or consultancy, tell the accountant who the supplier is and which entity will be invoiced. Before selling abroad, identify the customer, location and nature of the supply. The National Revenue Agency’s registration guidance sets out the different registration grounds. The practical question is which one applies to this business and when the application must be made.

4. Put the essential contracts in the company’s name

Review the lease, customer terms, supplier agreements and contractor arrangements before launch. Confirm the correct contracting entity, signatory, scope of work, price, acceptance procedure, payment date and termination rights. A trading name on a website does not by itself identify the legal counterparty.

For premises, check that the intended activity can lawfully take place there and that any required permits or registrations are in place. Company registration alone is not an operating licence. For software, branding and other creative work, establish what rights the company receives and whether it can continue using the work if the contractor relationship ends.

Start with the contracts that protect revenue and continuity. A short, workable acceptance and payment process can be more valuable than a long template that nobody follows. See the guide to commercial contracts under Bulgarian law.

5. Prepare for the first employee before their first day

Agree the role, place of work, remuneration, working time and any lawful probation arrangement. Organise payroll, occupational health and safety responsibilities and the employee’s access to equipment and information. For a foreign national, check work and residence requirements before fixing the start date.

Bulgaria now uses the Employment Register and electronic employment records. The NRA explains that the employer must give the employee a copy of the protocol showing the registered commencement data before work begins. Have the person responsible for payroll confirm that the required filing has been accepted; submitting information and obtaining a successful registration are separate steps.

A contractor label is not a substitute for reviewing how work will actually be performed. Use the employer’s hiring guide alongside a review of the intended working arrangement.

6. By day 90: test whether the arrangements work

Hold a short review with the manager, accountant and legal adviser. The aim is to find gaps while the volume of business is still manageable.

• Can someone retrieve every signed contract and its amendments?
• Are invoices issued, accepted and followed up under a consistent process?
• Are tax, employment and corporate deadlines assigned to named people?
• Do registered details and beneficial ownership information reflect the actual position, with applicable filing requirements checked?
• Are access rights, personal data handling and supplier responsibilities documented?
• Do owners receive enough information to understand cash needs and commitments?

Create a calendar using the company’s actual activity and reporting obligations. Some deadlines arise from events, so an annual checklist alone is insufficient. Review the calendar when the business hires, changes ownership, moves premises or enters a new market.

An illustrative launch problem

A founder registers an EOOD, orders an overseas advertising campaign and hires a local employee while the operating account is still being arranged. Three different dependencies now exist: the VAT treatment of the purchased service, employment registration before work and the ability to make payments. The useful response is a launch checklist with owners and dates, agreed before those commitments are made.

The next governance question is how owners make decisions and provide further funding. Continue with what to agree between shareholders.