Guide

Forming a company in Bulgaria

By Svetlana Junge · updated October 2, 2026

The formation itself is the easy part. What matters is what follows: where the company is actually run, which duties apply and whether the structure would survive scrutiny.

The short answer

The customary legal form is the OOD, which corresponds to a German GmbH; the single-member variant is called an EOOD. It is entered in the Bulgarian commercial register maintained by the Registry Agency. Profit is subject to 10 per cent corporate income tax (Art. 20 ZKPO) and distributions to a 5 per cent final withholding tax (Art. 38 ZDDFL). Whether those rates actually apply is decided not by the register but by the place of management: under section 10 of the German Fiscal Code that is the centre of senior business direction. A Bulgarian company run from Germany is subject to unlimited German corporate tax liability despite its Bulgarian registration.

Which legal form fits: Bulgaria has both partnerships and capital companies. The common one is the OOD, equivalent to a German GmbH; with a single shareholder it is called an EOOD. For larger ventures with several investors the AD, a joint stock company, comes into consideration, and for small individual activity the sole trader. For buyers from outside the EU the company serves a second purpose: they usually acquire land not directly but through a Bulgarian company. Buildings and apartments, by contrast, are generally available for direct purchase.
Where registration takes place: The Registry Agency is responsible and maintains the commercial register. The entry is publicly accessible and shows the company with its identification number, the EIK. That number accompanies the company everywhere thereafter: at the revenue authority, at the bank, in contracts. Our own company carries EIK 208924667 and is seated in Kamenar in the municipality of Pomorie.
What runs permanently afterwards: A Bulgarian capital company keeps books under the accountancy act, prepares annual accounts and files them with the commercial register. The annual corporate tax return is submitted to the National Revenue Agency between 1 March and 30 June of the following year, and the tax is due by the same date. Advance payments only arise once net turnover of the year before last exceeds around 153,000 euros, then quarterly; above around 1.53 million euros, monthly. The managing director additionally has obligations under social insurance law.
The substance question decides everything: Section 10 of the German Fiscal Code looks to the centre of senior business direction, not to the register entry. If the day-to-day decisions of some weight are taken in Germany, management lies there, with unlimited German corporate tax liability as the consequence. Added to that are the controlled foreign company rules in sections 7 to 14 of the Foreign Tax Act, which attribute certain passive income of a controlled foreign company directly to the German shareholder. A sound structure therefore needs premises, staff and decisions in Bulgaria, not merely an address.
Currency and payments: Bulgaria adopted the euro on 1 January 2026. Since 1 February 2026, euro banknotes and coins have been the sole legal tender in the country. For companies this means no currency risk between the Bulgarian business and a distribution into the rest of the euro area, and accounting, tax filing and banking all run in the same currency as in Germany and Austria.
What we take on: We bring the formation together with the other steps, because separately they rarely work. Through our network of tax advisers, lawyers and notaries we accompany the registration, the filing with the revenue authority, the opening of an account and the building of a genuine local presence. In parallel we look for the home or the office, because without an address and without presence no structure holds.

When VAT registration becomes compulsory: The obligation to register for VAT arises once taxable turnover within the country exceeds the national threshold of 51,130 euros. For the Union-wide small enterprise scheme an additional threshold of 100,000 euros applies to annual turnover from supplies with a place of performance in the European Union. The National Revenue Agency states both amounts in euros. Anyone below can apply the small enterprise scheme; anyone above must register.
How long registration takes: The statute sets short deadlines. Under Art. 19(2) of the Commercial Register Act, the registrar decides on applications for entry, deletion or publication within three working days of receipt. For the first registration of a trader the deadline is shorter still: the application is processed by the end of the working day following its receipt. In practice what takes longer is not the register but assembling the documents beforehand.
What the managing director pays in social insurance: The managing sole shareholder registers as a self-insured person and chooses a monthly insurance income between a minimum and a maximum. For 2026 the minimum is 550.66 euros until 31 July and 620.20 euros from 1 August; the maximum is 2,111.64 euros until 31 July and 2,300 euros from 1 August. Contribution rates follow Art. 6 of the Social Insurance Code. These amounts are set afresh each year in the social insurance budget act; check them for the current year.
How much capital the company needs: Under Article 117(1) of the Commercial Act, the share capital of an OOD or EOOD may not be less than 1 euro, and a single partner's share not less than 1 eurocent. This wording has applied since 1 January 2026. The number says little about what you actually need: a bank account, accounting, a registered seat and ongoing obligations cost more than the statutory minimum.

The most common mistake

A company is formed, the address is in Bulgaria, and it continues to be run from a German desk. That construction survives no scrutiny and ends up costing more than it saves. Anyone who wants the Bulgarian rates moves the management for real. That is more work than a registration, but it is the only route that holds.

What we expect from a client

Four points worth settling up front. They spare both sides conversations that lead nowhere.

The residence is genuinely relocated: The Bulgarian rates only apply once your centre of life is actually in Bulgaria. An address alone will not do: Germany continues to tax under § 1 (1) sentence 1 EStG for as long as a residence under § 8 AO or a habitual abode under § 9 AO remains. If you are looking for a mailing address, we are not the right partner.
The company is run on the ground: We form registered companies whose management is genuinely located in Bulgaria. If a company is run from Germany, the place of management under § 10 AO is there, and so is the tax liability. We do not build letterbox structures.
Everything stays within the law: We work under German and Bulgarian law, with the commercial register, the tax authority and the residents' registration offices. We do not advise on circumventing registration, deregistration or filing obligations, and we do not support projects aimed at that.
Our support is a paid service: Viewings, company formation, dealings with authorities and translations are services that are charged for. A first conversation over chat is free and settles whether we are a fit.

What this page is not

This account is general information and does not replace advice in an individual case. We provide neither tax nor legal advice. Binding advice comes from a tax adviser in Germany and a tax adviser in Bulgaria; both sides have to fit together. No warranty is given.

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