Company Registration in Bulgaria for Non-Residents. Step-by-step guide.

 

Company Registration in Bulgaria for Non-Residents

Bulgaria, with its strategic location, EU membership, and business-friendly environment, is an attractive destination for entrepreneurs looking to establish a company. For non-residents, registering a company in Bulgaria is straightforward, with no restrictions on foreign ownership or directorship. The country offers a flat 10% corporate tax rate—one of the lowest in the EU—along with low operational costs and access to European markets. This article provides a step-by-step guide to successfully register a company in Bulgaria as a non-resident, focusing on the most common business structure: the Limited Liability Company (OOD or EOOD for single-owner entities).

Why Choose Bulgaria for Company Registration?

• Low Taxes: 10% corporate tax and 5% dividend tax, with double taxation treaties with many countries.
• EU Market Access: As an EU member since 2007, Bulgarian companies enjoy seamless access to the European Single Market.
• Low Capital Requirements: A minimum share capital of just 2 BGN (approximately 1 EUR) for an OOD.
• No Residency Requirements: Non-residents can fully own and manage a Bulgarian company remotely.
• Cost-Effective: Registration fees range from €50–€200, and ongoing costs like accounting are affordable, starting at €50/month.

Step-by-Step Plan for Non-Resident Company Registration

Step 1: Choose a Company Type

Select the appropriate business structure. The Limited Liability Company (OOD) is the most popular for non-residents due to its flexibility, low capital requirement, and limited liability, which protects personal assets. A single-owner OOD is called an EOOD. Other options include a Joint-Stock Company (AD) for larger businesses or a Sole Proprietorship (ET), though the latter is only available to Bulgarian residents.

• Action: Decide on an OOD or EOOD unless your business requires a different structure.
• Tip: Consult a local law firm or agency like CompyCo or Fintecharbor for tailored advice.

Step 2: Reserve a Unique Company Name

The company name must be unique and comply with Bulgarian regulations, including the addition of “OOD” or “EOOD” to indicate the business type. The name is verified through the Commercial Register at the Registry Agency.

• Action: Submit your preferred name (in Cyrillic, as it’s the official alphabet) to a registration agent or check availability online at the Commercial Register portal.
• Tip: Avoid names similar to existing businesses to prevent rejection. Provide 2–3 backup names.

Step 3: Obtain a Legal Address in Bulgaria

Every Bulgarian company must have a registered address in Bulgaria to receive official correspondence. Non-residents can rent a physical office or use a virtual office service provided by firms like Bulgarianlegal.com or RPN Accounting.

• Action: Secure a legal address through a virtual office provider (costs around €200/year) or rent an office space.
• Tip: Ensure the address is valid for registration purposes and can handle official mail.

Step 4: Prepare the Articles of Association

Draft the Articles of Association (or Company Agreement), which outline the company’s structure, purpose, capital, and management. This document must include the company name, address, scope of activity, share capital, and shareholder details.

• Action: Hire a lawyer or registration agency to draft the Articles in Bulgarian. If you don’t speak Bulgarian, request a bilingual version or oral translation during notarization.
• Tip: Include a broad scope of activity (e.g., “any activity allowed by law”) for flexibility.

Step 5: Open an Escrow Bank Account and Deposit Capital

Open a temporary escrow account in a Bulgarian bank to deposit the minimum share capital (2 BGN for an OOD/EOOD). Non-residents may face challenges opening accounts due to residency requirements at some banks, so digital banks like Wise or Revolut, or traditional banks like UniCredit Bulbank, are viable options. We do not recommend using Paysera as their operations and support in Bulgaria are not reliable.

• Action: Provide identification (passport or ID card), Articles of Association, and proof of business activity to the bank. Deposit at least 2 BGN. Obtain a bank certificate confirming the deposit.
• Tip: Work with a registration agent to navigate bank requirements, as some banks may request a Bulgarian residency card.

Step 6: Prepare and Notarize Documents

Non-residents must prepare and notarize several documents, including:

• Consent of the Manager: A notarized declaration agreeing to manage the company, with a signature specimen.

• Articles of Association: Signed by shareholders.

• Minutes of the Constituent Meeting: Documenting the decision to form the company.

• Power of Attorney (PoA): If registering remotely, issue a PoA to a Bulgarian lawyer or agent. The PoA must be notarized and apostilled in your home country or signed at a Bulgarian consulate.

• Affidavits: Declarations under the Commercial Act (e.g., no involvement in bankruptcies).

• Action: Notarize documents in your home country (with apostille) or at a Bulgarian consulate. If documents are not in Bulgarian, provide certified translations. Send hard copies to your agent in Bulgaria.

• Tip: Use a courier service for document delivery, as costs are not typically included in registration packages.

Step 7: Register with the Commercial Register

Submit the application to the Commercial Register at the Registry Agency, either online (faster, with lower fees) or in-person. Required documents include the Articles of Association, bank certificate, notarized consents, and proof of state fee payment (BGN 110 in-person or BGN 55 online for an OOD).

• Action: Your agent or lawyer submits the application and documents electronically or at a Registry Agency office. Registration takes 3–5 working days.
• Tip: Electronic submission reduces fees and processing time. Ensure all documents are complete to avoid rejections.

Step 8: Obtain a Unique Identification Code (EIK)

Upon approval, the Registry Agency issues a Unique Identification Code (EIK), which serves as the company’s registration number. This is required for tax and legal purposes.

• Action: Receive the EIK and company registration certificate via email or through your agent. Verify registration on the Commercial Register website.
• Tip: Keep the EIK handy for all future business dealings.

Step 9: Register for VAT (Optional)

VAT registration is mandatory if your annual turnover exceeds €25,600 (BGN 50,000) or for cross-border EU transactions. Voluntary VAT registration is possible for smaller businesses to claim input VAT.

• Action: Apply for a VAT number through the National Revenue Agency (NRA) within 12 working days of registration, using the EIK, Articles of Association, and bank account details.
• Tip: If operating only in Bulgaria, VAT registration may not be immediately necessary. Consult an accountant.

Step 10: Open an Operational Bank Account and Obtain a Company Stamp

Close the escrow account and transfer funds to a permanent operational bank account. Order an official company stamp, which is required for formal activities in Bulgaria.

• Action: Provide the bank with the company registration certificate and EIK to open an operational account. Contact a local provider for stamp creation.
• Tip: Some banks may require a physical visit or additional compliance checks for non-residents.

Step 11: Hire Accounting Services

Bulgarian companies must comply with tax and accounting regulations, including annual financial statements. Non-residents typically hire local accountants to manage payroll, tax filings, and compliance.

• Action: Engage an accounting firm (fees start at €50/month) to handle bookkeeping and annual reports (filing costs €100–€300).
• Tip: Choose an accountant experienced with non-resident businesses, such as those recommended by CompyCo or MHR & Partners.

Additional Considerations

• Remote Registration: Non-residents can register entirely remotely using a PoA, eliminating the need to travel to Bulgaria.
• Notary and Translation Costs: Expect notary fees (€50–€500) and translation costs for non-Bulgarian documents.
• Employer of Record (EOR): For businesses not needing a physical presence, an EOR can handle payroll and compliance without forming a legal entity.
• Residency Permits: Registering a company can qualify non-EU citizens for a Business D visa or residency, but additional requirements (e.g., hiring 10 Bulgarian employees) may apply.
• Timeframe: The entire process takes 2–4 weeks, depending on document preparation and courier delays.
• Costs: Total setup costs range from €1,000–€1,500, including registration, notary, translation, and virtual office fees.

Advantages and Challenges

Advantages:

• Low setup and operational costs.
• Access to EU markets and double taxation treaties.
• No restrictions on foreign ownership or management.
• Fast registration process (3–5 days for Commercial Register approval).

Challenges:

• Language barrier: Documents must be in Bulgarian, requiring translations.
• Bank account opening can be complex for non-residents due to compliance checks.
• Notarization and apostille requirements add time and cost for remote registration.

Conclusion

Registering a company in Bulgaria as a non-resident is a cost-effective and efficient way to establish a business in the EU. By following the step-by-step plan—choosing a company type, securing a legal address, preparing notarized documents, and complying with registration requirements—entrepreneurs can set up a company in 2–4 weeks. Partnering with a local law firm or registration agency simplifies the process, ensuring compliance with Bulgarian laws. With its low taxes, strategic location, and business-friendly policies, Bulgaria is an ideal choice for non-residents looking to expand their ventures.

For further assistance, contact us and we would be happy to answer any of your questions.

The article is prepared by a team of dedicated professionals from Migrate Global.

You can reach us at info@migrateglobal.net