Limited Liability Company (OOD)
Дружество с ограничена отговорност
Constitución de empresa en Bulgaria
The OOD is best suited for: Partnerships and joint ventures with multiple founders, Small and medium-sized businesses with two or more shareholders, Family businesses operating within the EU, Companies planning to add investors or co-founders. Identical to the EOOD: 10% flat corporate income tax on worldwide profits. Dividends to individual shareholders attract a 5% withholding tax. EU Parent-Subsidiary Directive exemptions apply. VAT at 20%. Social security contributions split between employer and employee, totalling approximately 31–32% of gross salary. All partners who are also managers or employees must be covered under the Bulgarian social security system.
- Partnerships and joint ventures with multiple founders
- Small and medium-sized businesses with two or more shareholders
- Family businesses operating within the EU
- Companies planning to add investors or co-founders
Datos clave
Proceso de constitución paso a paso
Reserve a company name
Check name availability through the Bulgarian Commercial Register at brra.bg. The name must be unique within the country.
Draft and sign the articles of association
All partners sign the articles of association (дружествен договор) which sets out the company name, registered address, capital, shares of each partner, management rules, and profit distribution. Documents must be notarised.
Deposit the share capital
Open a capital deposit account at a Bulgarian bank and deposit the agreed share capital (minimum BGN 2 total). Each partner's contribution must match their stated share. The bank issues a deposit certificate.
Prepare manager declarations and specimen signatures
Each appointed manager provides a notarised declaration confirming eligibility and a specimen signature. The managers do not need to be shareholders.
Register with the Commercial Register
File the application with the Registry Agency along with all founding documents, capital deposit certificate, and manager declarations. Online filing requires a Bulgarian qualified electronic signature.
Register for VAT and with the NRA
Mandatory VAT registration is triggered at BGN 100,000 turnover. Register with the National Revenue Agency for corporate tax and payroll obligations.
Documentos requeridos
- Articles of association (дружествен договор) — notarised and signed by all partners
- Declarations and specimen signatures of all managers — notarised
- Bank certificate confirming capital deposit
- Proof of registered office address
- Passport or national ID copies of all founders
- Minutes of the founding general meeting
Resumen de costos
Tratamiento fiscal
Identical to the EOOD: 10% flat corporate income tax on worldwide profits. Dividends to individual shareholders attract a 5% withholding tax. EU Parent-Subsidiary Directive exemptions apply. VAT at 20%. Social security contributions split between employer and employee, totalling approximately 31–32% of gross salary. All partners who are also managers or employees must be covered under the Bulgarian social security system.
Ventajas y desventajas
- 10% flat corporate tax — the lowest in the EU
- Flexible multi-owner structure suitable for partnerships
- BGN 2 minimum capital makes entry barrier negligible
- Clear governance framework under the Bulgarian Commercial Act
- Full EU market access and EU regulatory alignment
- Shareholders can be individuals or legal entities of any nationality
- Decisions may require general meeting resolutions, adding administrative overhead
- Transfer of shares requires consent of partners holding 75% of capital (unless articles say otherwise)
- Same bureaucratic and language challenges as the EOOD
- Not yet in the Eurozone — exchange rate risk for non-EUR transactions (though BGN is pegged to EUR)
- Less flexible for single founders who want quick, unilateral decisions
Otras estructuras en Bulgaria
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ComenzarThis content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.