Bulgaria Company Formation: The EOOD

Why Founders Consider Bulgaria

Bulgaria offers the European Union’s lowest combined entry cost for a credible onshore entity. An EOOD forms in one to three business days for a nominal state fee and a EUR 1 minimum capital, then operates under a flat 10% corporate tax, the joint-lowest standard rate in the bloc. For a founder who wants EU standing without EU pricing, it is a strong default; it is the wrong choice for one who needs frictionless local crypto banking on day one, or a fully remote setup with no notarised paperwork.

A Bulgarian company is an EU company. Bulgaria has been a member state since 2007, joined Schengen on 1 January 2025, and adopted the euro on 1 January 2026 at the irrevocable rate of 1.95583 leva. It can hold a MiCA crypto-asset service provider authorisation or a payment licence that passports across all 30 European Economic Area states, the structural advantage offshore formation cannot match. The pathway from formation to a licensed, passportable entity runs through the Financial Supervision Commission (FSC), and is set out in the MiCA CASP authorisation guide.

The flat 10% rate applies to both corporate profit and personal income and has been unchanged since 2007. For a company that distributes profit the honest figure is closer to 15% once the 5% dividend withholding is added, still among the lowest combined burdens in the EU. The recurring cost of a Bulgarian company is the local accounting retainer, not fees paid to the state.

Entity Types Under Bulgarian Law

The Commerce Act (Търговски закон, 1991, as amended) defines several commercial vehicles. For regulated and high-risk businesses the working choice is almost always the private limited company, the EOOD for a single owner or the OOD for two or more. It carries a EUR 1 minimum capital, needs one manager (a natural person, no residency requirement), and is eligible to hold a MiCA authorisation, an EMI or payment-institution licence, and most other Bulgarian financial authorisations. The joint-stock company (акционерно дружество, AD) is the alternative, used where investors require freely transferable shares. The common mistake is defaulting to an AD because it sounds more substantial; for an unlicensed holding or operating company the EOOD does everything an AD does at a fraction of the capital and governance overhead.

Formation Process

A Bulgarian company is registered by filing an application with the Commercial Register, operated by the Registry Agency, which typically issues its decision within one to three business days of a complete electronic filing. In person with a qualified electronic signature, formation completes in three to seven business days; remotely through a notarised and apostilled power of attorney, allow two to three weeks. The slow part of a remote setup is the notarisation and apostille of documents abroad, not the registry itself.

What You Need to Prepare

1. Preparation (1–5 days). Check the name on the Registry Agency portal, secure a Bulgarian registered address (a virtual office is accepted), decide the activity codes, and fix the shareholder structure. A regulated activity code does not trigger a licence by itself, but it signals intent to banks, so choose deliberately.
2. Documents and notarisation (2–10 days). Draft the founding act, the manager’s notarised specimen signature, and the statutory declarations. For a remote setup, the founder signs a notarised and apostilled power of attorney abroad and couriers it to the local representative. This step is the single biggest driver of the remote timeline.
3. Capital accumulation account (days to 2 weeks). Open a capital accumulation account (набирателна сметка) at a Bulgarian bank, deposit the share capital, and obtain the bank certificate. At EUR 1 this is a formality, but a non-resident founder should expect know-your-customer checks even here.
4. Registry filing and decision (1–3 days). File application form A4 electronically with a qualified electronic signature. The registry allocates the Unified Identification Code, which simultaneously registers the company with the tax authority, the social-security institute, and the statistics institute.
5. Post-registration (1–4 weeks). Convert the accumulation account to an operating account, register for VAT where required, register as an employer if hiring, and open the operating-banking conversation. Treat banking as a parallel workstream, not a step that starts after registration.

Requirements

Bulgaria’s formation requirements are light by EU standards. There is no local-director requirement, no minimum number of employees, and 100% foreign ownership is permitted without restriction. To register, a non-resident needs one manager, a EUR 1 capital deposit, a Bulgarian registered address, and notarised and apostilled identity documents. The two elements that catch non-residents out are the apostilled paperwork for a remote setup and, where no director is resident in Bulgaria, the appointment of a resident anti-money-laundering contact person.

Every company needs a Bulgarian registered address; a virtual-office service satisfies this. Where no manager is resident, the company must appoint a Bulgarian-resident anti-money-laundering contact person under the Measures Against Money Laundering Act, a mandatory item non-resident founders most often miss. Beneficial owners are disclosed in the Commercial Register, with changes filed within seven days; where the owners are already entered as shareholders, the separate UBO declaration is not duplicated. Nominee structures are not a recognised feature of Bulgarian company law.

What a Bulgarian Company Costs

Bulgaria is the cheapest mainstream EU jurisdiction to incorporate in. The Commercial Register entry is a nominal state fee when filed electronically, the minimum capital for an EOOD is EUR 1, and there is no annual government licence fee for an ordinary company. The cost that actually matters is recurring: the local accounting retainer, and, for a non-resident company in a higher-risk vertical, the bank’s non-refundable onboarding charges, neither of which is a fee paid to the state.

Taxation

Bulgaria operates a flat-rate tax model: 10% on corporate profit and 10% on personal income, both unchanged since 2007 and among the lowest standard rates in the European Union. Dividends paid to non-resident or resident individuals carry a 5% withholding, with a 0% rate available to qualifying EU and EEA parent companies. A proposed increase of the dividend rate to 10% was dropped from the 2026 budget in December 2025.

Reporting, Pillar Two and Filing

Bulgaria participates in the Common Reporting Standard. The Crypto-Asset Reporting Framework reaches it through the EU’s DAC8 directive, with data collection from 1 January 2026 and the first exchange due by 30 September 2027; as of January 2026 Bulgaria had received an EU formal notice for late transposition, so the domestic detail is still settling. Domestic Pillar Two rules apply from 1 January 2024, but the 15% global minimum reaches only groups above EUR 750 million in consolidated revenue, so a standalone company stays at the headline 10%.

The tax year is the calendar year; the corporate return is filed and paid between 1 March and 30 June following. Bulgaria maintains more than 70 double-tax treaties. Experienced founders register for VAT before crossing the EUR 51,130 threshold when their counterparties are EU-based, because a VAT number lets them zero-rate intra-EU business-to-business invoices from day one.

Banking

Banking is the hardest part of a Bulgarian setup for a non-resident-owned company in a regulated or high-risk vertical, and this guide will not pretend otherwise. A capital account and an operating account are two different conversations. The first, for depositing share capital at formation, can usually be opened through a representative. The second, an operating account that tolerates crypto flows, frequently requires a beneficial owner to attend in person and is where applications are declined; banks often charge a non-refundable examination fee of EUR 100–500 whether or not they open the account.

In practice, the operating-banking layer is built not with a domestic high-street bank but with an EU-regulated electronic money institution or a specialist payment institution in another EEA jurisdiction, the kind offering multi-currency IBANs and SEPA access and willing to onboard a documented higher-risk profile. The Bulgarian bank then handles the capital deposit and local payroll. Expect to provide the Commercial Register extract, the articles, manager identification, the UBO declaration, a business plan, source-of-funds evidence, and expected transaction volumes.

Banking should be planned alongside formation, not treated as an afterthought. Where we deliver a company in the jurisdictions we serve, we arrange the banking directly, as one of our core services, working only with credit institutions and licensed EMIs we know firsthand. See the banking overview for how we approach it.

Annual Compliance

Every Bulgarian company carries ongoing obligations, and these apply even to a dormant company. The core duties are an annual financial statement published in the Commercial Register by 30 June, a corporate income tax return filed between 1 March and 30 June, and ongoing beneficial-ownership maintenance, with VAT returns where the company is registered. Companies report under Bulgarian national accounting standards (or IFRS for larger entities); a statutory audit becomes mandatory only above two of three thresholds, assets of BGN 2 million, net turnover of BGN 4 million, or 50 employees, which most new companies do not reach.

Non-compliance escalates. Late publication of statements attracts a penalty of 0.1% to 0.5% of net turnover, with a floor around BGN 200, plus a fine on the responsible individual; failure to maintain beneficial-ownership data runs from BGN 1,000 to BGN 10,000 and recurs monthly. After two consecutive years of unpublished statements and no activity, the registry can delete the company ex officio.

Licensing Pathways from a Bulgarian Company

The formation structure should be designed for the licence the company intends to hold, because capital, governance, and substance requirements differ sharply between an unlicensed operating company and a licensed crypto-asset service provider or payment institution. A Bulgarian entity’s central advantage is that, once licensed, it passports across the EEA, the value an offshore company cannot deliver. The consolidated framework is on the Crypto Licensing (VASP / CASP / MiCA) overview.

[Crypto

MiCA Crypto-Asset Service Provider

Authorised by the Financial Supervision Commission. Own funds of EUR 50,000 to EUR 150,000 by service class, with passporting across 30 EEA states.](/mica/) [Payments

EMI and Payment Institution

Licensed by the Bulgarian National Bank (BNB) under the EU payment-services regime. EMI own funds around EUR 358,000; payment-institution capital is tiered by service. EEA passporting applies.](/emi-licensing/) [Gambling

Gambling Licence

Issued by the National Revenue Agency (NRA). National authorisation, not passported. Capital and post-licence investment thresholds apply.](/gambling-licensing/)

FATF Status & Practical Implications

Bulgaria was added to the Financial Action Task Force list of jurisdictions under increased monitoring, the grey list, in October 2023, and remained on it as of the February 2026 plenary, the only EU member state currently listed. The remaining strategic deficiency concerns the investigation and prosecution of money laundering, including high-level corruption and organised crime, rather than the legislative framework itself.

“Jurisdictions under increased monitoring” is the middle tier of FATF classification, well short of the blacklist (Iran, North Korea, Myanmar), and carries no automatic legal penalty. Its effect is reputational and operational: banks treat connected counterparties as higher risk and ask for more documentation. Bulgaria is not on the EU’s separate high-risk third-country list, and as a member state it is not on the EU’s non-cooperative tax-jurisdiction list either. The underlying MONEYVAL evaluation rated Bulgaria compliant or largely compliant on 32 of the 40 recommendations by mid-2025; the outstanding work is effectiveness in prosecuting money laundering, the slowest deficiency to close. The prudent planning assumption is that Bulgaria stays grey-listed through at least the October 2026 plenary.

In practice the grey-listing triggers enhanced due diligence at the correspondent-banking layer regardless of a company’s own compliance quality: more source-of-funds questions, longer onboarding, and a stronger case for building the operating stack with EEA-licensed electronic money institutions that already underwrite higher-risk profiles. It does not prevent a Bulgarian company from trading, holding a licence, or passporting once authorised.

Advantages and Limitations

Bulgaria’s trade-offs are clear: the advantages cluster around cost, tax, and EU standing; the limitations around banking friction and the current FATF status. Every limitation below has a workable mitigation.

• Lowest EU entry cost. A EUR 28 state fee, EUR 1 minimum capital, and no annual government company fee.
• Flat 10% corporate tax. Joint-lowest standard rate in the EU, simple and predictable.
• Full EU market access once licensed. A Bulgarian CASP or payment licence passports across 30 EEA states.
• 100% foreign ownership, no local director. No nationality or residency requirement for the manager.
• Fast registry decision. One to three business days once the filing is complete.
• Euro from 2026. No currency conversion friction within the eurozone.
• × Difficult crypto banking. Local banks are largely closed to crypto and cautious on foreign-owned companies. Mitigation: build the operating layer with an EEA-licensed electronic money institution and reserve the Bulgarian bank for capital deposit and payroll.
• × FATF grey-listing. Triggers enhanced due diligence on Bulgaria-connected business as of June 2026. Mitigation: prepare source-of-funds and UBO documentation in advance and bank with institutions that already underwrite higher-risk profiles.
• × Notarised and apostilled documents for remote formation. Adds two to three weeks. Mitigation: execute the power of attorney and apostille early, in parallel with the name and address steps.
• × Mandatory accounting and annual filings, including for dormant companies. A recurring cost and a strike-off risk if missed. Mitigation: retain a local accountant on a monthly basis from incorporation; the retainer is the main ongoing cost anyway.
• × DAC8 transposition still settling. Bulgaria received an EU formal notice in January 2026. Mitigation: treat crypto-asset reporting obligations as coming into force on the EU timeline regardless of domestic delay, and keep transaction records accordingly.
• × Resident AML contact person required where no director is resident. An easy item to overlook. Mitigation: appoint the contact person as part of the formation package, not afterwards.

In short, choose Bulgaria for a genuine EU entity at the lowest possible cost, a flat 10% tax, and a path to EEA-passported licensing. Consider Estonia if your priority is a fully remote, digital-first setup, Romania for a turnover-based micro-tax on a small operating company, or the Czech Republic for a larger central-European base.

How Bulgaria Compares

Bulgaria competes most directly with three EU formation peers: Estonia, the digital-first Baltic option; Romania, the closest cost competitor with its 1% micro-enterprise tax; and the Czech Republic, the central-European alternative. All four offer EEA passporting once a company is licensed. Bulgaria’s edge is the combination of the lowest cost base and the 10% flat tax.

Compare every formation jurisdiction side by side →

Bulgaria and Romania are the cost and tax leaders, Estonia leads on speed and remote management through e-Residency, and the Czech Republic is the higher-tax, larger-market option. The honest caveat is banking and FATF status: Estonia, Romania, and the Czech Republic are FATF-clear, while Bulgaria is grey-listed as of June 2026, which adds due-diligence friction. For most founders that is a manageable trade for the cost and tax position, but it is the reason banking should be planned, not assumed.

Frequently Asked Questions

Banking & Payments

A company and a licence still need a bank account

Banking is one of our three core services. We help high-risk and regulated businesses open the bank and payment accounts that others refuse: we work directly with EU EMIs, payment institutions and crypto-aware banks, confirm appetite before you apply, and make the introduction. Take it with your company and licence, or on its own.

Explore banking & payments →

Related Services

• MiCA CASP Authorisation: CASP licensing and the 1 July 2026 transition for a Bulgarian entity
• Banking & Payments: How we open bank and payment accounts for regulated and high-risk operators, as one of our core services
• Crypto Licensing (VASP / CASP / MiCA): The consolidated licensing category and framework overview
• Company Formation: Compare formation across all covered jurisdictions
• Solutions for Crypto Exchanges: End-to-end infrastructure for exchange operators