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Company formation in Bulgaria

 Introduction

The procedure for company formation in Bulgaria is taken in front of the Registry Agency of Bulgaria.

Bulgaria has a simplified process of registering companies for foreign businesses. You can register a company in Bulgaria from another country without necessarily visiting the country in person. This can be done through the power of attorney. The power of attorney needs to be notarized and have an appostile stamp and later translated in Bulgaria. 

Before you start your incorporation procedure, you will need to choose the company form. While there are several other forms not used as often, the most used are:

  • Single person Limited Liability Company ” (EOOD) – an entity with one single owner with limited responsibility
  • Private Limited Liability Company” (OOD)– owned by two or more partners with limited responsibility

Find out if Bulgaria is the right place for you to do business. Check the Business Climate in Bulgaria.

Some basic info in relation to the company registration process in Bulgaria

Name

Contains the company name, legal form, and  the company seat

Address

Any address in North Macedonia. No lease agreement has required the registration

Basic capital

EUR 1 basic capital for forming EOOD or LTD. 

Member(s)

Domestic or foreign legal or natural persons can form a company in North Macedonia

Manager(s)

One or more than one managers of the company that must be natural person over 18 years old

Other info

Stating the bank, the e-mail address, the activity of the company, etc.

What documents are being filed at the register

 EOOD REGISTRATION

  1. A note on paid-in capital that you can issue from an optional bank.
  2. Consent for acceptance of the management and a sample of the signature (specimen) – it must be certified by a notary public and signed by the manager. There are two options: to have a prepared specimen who only needs a notary certification or to ask the notary’s office to prepare it.
  3. Founding Act
  4. Articles  of Association – The document must contain the decisions taken by the constituent assembly and the agenda of the meeting.
  5. Decision on the appointment of the sole owner of the capital as manager
  6. Application form A4 
  7. Declaration under Art. 13, para. 4, the Commercial Register Act (ZTR) . The truth of the stated circumstances shall be declared. Signed by the applicant.
  8. Declaration under Art. 13, para. 5, ZTR. Submitted by the bearer. Only to be filled in when the applicant does not submit the documents in person in the TA.
  9. Declaration under Art. 142, Commercial Law (TK) . Prohibition of competitive activity. It is signed by the manager.
  10. Declaration under Art. 141, para. 8, TK . The manager declares that he or she meets the requirements of the law on company manager. Signed.
  11. Application for company retention (E1) , which is optional and costs BGN 50.
  12. License or permission when the business requires it.

Ltd registration

  1. A note on paid-in capital that you can issue from an optional bank. If you choose to register a limited liability company with a capital higher than BGN 2 (this is the statutory minimum), then you need to pay at least 70% of the capital.
  2. Consent to Accept Management and Signature Specimen (Specific) – Must be certified by a notary public and signed by the manager. There are two options: to have a prepared specimen who only needs a notary certification or to ask the notary’s office to prepare it.
  3. Company contract
  4. Minutes of the General Meeting of the Partners – The document must contain the decisions taken by the constituent assembly and the agenda of the meeting.
  5. Decision of the General Meeting to appoint a Governor
  6. Application form A4  
  7. Declaration under Art. 13, para. 4, the Commercial Register Act (ZTR) . The truth of the stated circumstances shall be declared. Signed by the applicant.
  8. Declaration under Art. 13, para. 5, ZTR. Submitted by the bearer. Only to be filled in when the applicant does not submit the documents in person in the TA.
  9. Declaration under Art. 142, Commercial Law (TK) . Prohibition of competitive activity. It is signed by the manager.
  10. Declaration under Art. 141, para. 8, TK . The manager declares that he or she meets the requirements of the law on company manager. Signed.
  11. Application for company retention (E1) , which is optional and costs BGN 50.
  12. License or permission when the business requires it.

Thy Business Guide, 2021