OOD or AD: the short answer
An OOD is a Bulgarian limited liability company with membership interests. An AD is a joint-stock company with capital divided into shares. EOOD and EAD are their single-owner versions. The additional “E” changes the number of owners, not the underlying company form.
For an owner-managed business or a venture with a small, stable group of founders, an EOOD or OOD is often the practical starting point. An AD or EAD deserves consideration where the investment plan calls for share classes, a board structure, successive investors or a form required by sector legislation. The decision should follow the ownership and financing plan.
EOOD, OOD, EAD and AD compared
| Question | EOOD / OOD | EAD / AD |
|---|---|---|
| Legal form | Limited liability company; membership interests are not securities. | Joint-stock company; capital is divided into shares. |
| Number of owners | EOOD: one. OOD: two or more. | EAD: one. AD: two or more. |
| General minimum capital | €1; individual capital units cannot be less than €0.01. | €25,000; minimum nominal share value €0.01. Special legislation may require more. |
| Capital paid at incorporation | The statutory minimum must be paid. Where subscribed capital exceeds it, at least 70% must be paid; the balance is due within the permitted period. | All capital must be subscribed; at least 25% of the nominal value of each share must be paid, subject to the articles and applicable special rules. |
| Owner decisions | General meeting, or the sole owner's written decisions in an EOOD. | General meeting, or the sole shareholder's decisions in an EAD. |
| Management | One or more managers, who need not be owners. | Board of directors, or management board and supervisory board. |
| Transfer of ownership | Notarial form and Commercial Register steps; admission requirements apply to a new member. | Depends on the type of shares, the articles and applicable securities rules; registered certificated shares follow endorsement and shareholder-book rules. |
| Investor arrangements | Suitable for negotiated ownership and governance among a defined group of members. | Allows a share-based structure, including legally permitted preference rights and classes. |
| Administrative burden | Usually lighter governance, particularly for a sole owner and manager. | More formal board, meeting, share-record and capital-maintenance requirements. |
The table concerns ordinary companies. Banks, insurers, investment businesses, public companies and public enterprises may be subject to additional rules. An AD is not automatically a listed or publicly traded company.
What changes when there is only one owner?
In an EOOD, the sole owner exercises the powers of the general meeting and appoints the manager. The owner may also be the manager, but ownership and management remain separate legal capacities. A foreign company can also be the sole owner.
In an EAD, the sole shareholder takes shareholder-level decisions, but the company retains the AD management structure. A single shareholder does not turn the EAD into a company managed by one OOD-style manager. Under the ordinary one-tier model, the board of directors has between three and nine members.
A change from EOOD to OOD, or EAD to AD, normally reflects a change from one owner to several within the same legal form. Moving from OOD to AD is different: it requires a statutory transformation procedure, rather than simply changing the abbreviation.
Capital, liability and the money needed to start
Minimum capital is a legal threshold, not a realistic operating budget or a cap on the company's debts. The company answers for its obligations with its own assets. Owners must make the contributions they have undertaken and may assume additional exposure through personal guarantees, separate contracts or specific statutory grounds.
For an ordinary AD with €25,000 capital, payment of 25% of each share's nominal value produces €6,250 initially paid if the articles do not require more and the conditions are otherwise met. The remaining contribution is still owed. For an OOD subscribed at more than the minimum, the 70% initial-payment rule is a distinct requirement. Non-cash contributions require separate valuation and formation analysis.
Manager and director liability should be considered independently of shareholder liability. Choosing an AD does not remove responsibility for unlawful management, breaches of duties or delayed action when the company is insolvent.
Who controls and represents the company?
An OOD separates member decisions from the manager's day-to-day role. The company documents should address reserved decisions, appointment and removal, signing arrangements, access to information and what happens when the owners disagree. A 50/50 ownership split needs a workable deadlock solution.
An AD offers one-tier and two-tier systems. The one-tier structure has a board of directors, with executive functions assigned within the board. The two-tier structure separates a management board from a supervisory board. An investor seeking oversight must consider the actual appointment rights, voting thresholds and permitted controls, not merely the AD label.
Internal approval limits do not always restrict a representative's powers against third parties. A contractual promise that expenditure requires owner approval and the registered manner of representation are different tools. Both should be considered when designing controls.
Selling an interest and bringing in an investor
An OOD interest transfer requires a contract with simultaneous notarial certification of signatures and content, together with the applicable corporate and registration steps. A transfer to an outsider engages the rules for admitting a new member and statutory checks concerning outstanding employee-related liabilities. The documents should be checked against the rules applicable on the transfer date.
For an AD, the transfer mechanism depends on whether shares are certificated or dematerialised and on any valid restrictions in the articles. Registered certificated shares generally transfer by endorsement, with entry in the shareholder book relevant to effect against the company. Dematerialised shares follow their own registration system. “Shares are freely transferable” is therefore an incomplete description of a particular deal.
Before an investment, agree who controls the board, what information the investor receives, how further funding works, whether dilution protections are required and how an exit can occur. Align any shareholder agreement with the articles and mandatory Bulgarian law. Neither form supplies a ready-made investment agreement.
Tax, accounting and ongoing costs
The legal-form choice should not be treated as a tax-saving shortcut. Tax treatment must be assessed separately for the company, its owners, distributions and cross-border arrangements. Accounting, reporting and any audit obligations must also be assessed under the applicable accounting legislation and the company's category and circumstances.
An AD normally entails more governance work: board decisions, meeting procedures, share records and capital rules. Compare the cost of maintaining that structure with its actual benefit to the planned investment. An EAD retains these requirements despite having only one shareholder.
Three practical selection examples
- One founder launching a consulting business: consider an EOOD first, then assess contracts, banking, accounting and the founder's personal tax and residence position.
- Two partners building a trading business: an OOD may suit them, provided funding, management, deadlock and exit are agreed before incorporation.
- A project expecting several equity investors: compare AD share rights and board governance against an OOD arrangement, the investment timetable and ongoing cost. The size of the project alone does not dictate the answer.
These are planning examples, not descriptions of completed client matters. Sector requirements and the proposed financing can change the conclusion.
What to decide before incorporation
- Who will own the company now, and who may invest later?
- Will ownership belong to individuals or to other companies?
- Who will manage, sign contracts and operate bank accounts?
- How much funding is needed beyond minimum registered capital?
- What happens if a founder leaves, dies or stops contributing?
- Are special licences, regulatory approvals or investor conditions relevant?
For filing documents and the incorporation sequence, use the company registration guide. For planning a smaller company's ownership, see EOOD versus OOD.
Legal basis and official sources
- Bulgarian Commerce Act: Articles 113–157 and 158–252
- Ministry of Justice: company capital in euro
- Registry Agency: Commercial Register portal
Information checked against the sources above on 16 October 2026. Requirements and amounts depend on the filing date and individual circumstances. This is a general guide; the legal ground and documents for a particular matter need individual assessment.