Company registration in Bulgaria for foreigners

Can a foreigner register a company in Bulgaria?

Yes. A foreign individual or foreign legal entity can own a Bulgarian limited liability company. An OOD may be established by Bulgarian or foreign individuals or companies, and a foreign individual may also be appointed as manager.

The most common structures for a small or owner-managed business are an EOOD, which has one shareholder, and an OOD, which has two or more shareholders. Once registered, the company is a Bulgarian legal entity governed by Bulgarian law, regardless of the nationality of its owner.

EOOD, OOD, branch or representative office?

A branch is an extension of an existing foreign company rather than a separate Bulgarian legal entity. It can carry out business and maintain Bulgarian accounting records, but the foreign parent remains relevant to its legal position.

A commercial representative office is not a substitute for an operating company. It is not a separate legal person and may not conduct business activity. It is unsuitable when the goal is to invoice customers and earn operating revenue.

Decisions to make before registration

Company registration is easier when the commercial model has already been mapped. Before preparing documents, decide:

• who the shareholder or shareholders will be;
• who will act as manager and represent the company;
• how joint managers will represent it, if applicable;
• the registered name, seat and management address;
• the activity and whether any licence is required;
• the share capital and ownership percentages;
• where customers and suppliers will be located;
• whether the company will hire employees or contractors;
• how the owner or manager will be paid;
• whether VAT registration should be requested from the start.

Do not choose a company only because Bulgaria has a competitive tax rate. The structure must also work for banking, VAT, contracts, social security and the country from which the business is actually managed.

What SofiaTax handles during the registration

SofiaTax offers coordinated EOOD and OOD registration for foreign founders. You do not need to build the registration file or navigate the filing process alone. We organise the setup around the agreed ownership, management and business model.

• review of the proposed EOOD or OOD structure;
• coordination of the company name and registered details;
• preparation and organisation of the registration package;
• coordination of signatures, certification and translations;
• capital-account and registration-process guidance;
• filing coordination with the Commercial Register;
• review of the completed company entry;
• transition to banking, VAT and ongoing accounting.

Where a specific legal opinion, regulated activity or complex shareholder arrangement requires separate legal work, we define that scope before the registration starts.

What we need to understand from you

The first conversation is about the business, not a list of forms. To recommend and organise the right setup, we normally clarify:

• who will own and manage the company;
• the country of residence of each owner and manager;
• the planned activity and expected launch date;
• where customers and suppliers will be located;
• expected turnover, currencies and payment channels;
• whether employees or contractors will be engaged;
• whether the founder will work from Bulgaria;
• whether VAT registration is expected or may be required.

Once these points are clear, we provide the next steps and organise the registration requirements for the specific founder and structure.

How the SofiaTax registration process works

1. Business and tax setup review

We review the owners, activity, client countries, management and VAT position before the company is registered.

2. Registration coordination

We organise the company details, required registration work, signatures and filing steps with you.

3. Commercial Register entry

The registration is submitted and the completed company record is checked before operational onboarding begins.

4. Accounting and operational onboarding

We move directly into banking support, VAT review, invoice setup, monthly bookkeeping and the compliance calendar.

Registered address and foreign manager

The company needs a Bulgarian seat and management address. Official correspondence can be linked to this address, so it must be reliable and monitored.

A foreign individual may be appointed as manager. Review how the person will sign documents, interact with banks and authorities, and whether their work creates Bulgarian remuneration or social-security obligations.

Banks, accountants and authorities may request information about the beneficial owner and the real decision-making process. The registered manager should reflect a defensible operational setup.

Bank account and payment-provider onboarding

Commercial Register entry does not guarantee an operational bank account. Banks and payment providers perform their own customer and anti-money-laundering checks.

Foreign founders should be ready to provide:

• identity and address evidence for owners and managers;
• the ownership chain and beneficial-owner details;
• source-of-funds and source-of-wealth information;
• contracts, a business plan or expected transaction profile;
• customer and supplier countries;
• the business reason for establishing in Bulgaria;
• proof of address or operational presence when requested.

Prepare this pack before registration if banking is critical. A company that exists in the register but cannot make or receive payments is not operational.

Corporate tax and dividends

A Bulgarian company is generally subject to Bulgarian corporate income tax on its taxable profit. The National Revenue Agency states that the corporate tax rate is 10%. Accounting profit and taxable profit are not always identical, so documentation and tax adjustments matter.

Profit is not automatically a dividend. Dividends require distributable profit, a shareholder decision and correct accounting records. A 5% withholding rate commonly applies, but the recipient, tax residence, EU/EEA rules and tax treaties can change the final treatment.

Do not use the company bank account as a personal wallet. Payments to owners need a documented basis, such as reimbursed business expenses, remuneration, a loan or a properly approved dividend.

VAT registration and cross-border activity

A newly incorporated company is not automatically VAT registered. VAT should nevertheless be analysed before the first invoice, purchase or cross-border contract.

Review the general compulsory rule, voluntary registration, services to or from EU businesses, intra-Community acquisitions, digital or B2C supplies and transactions covered by special registration rules.

This is particularly important for consulting, software, marketing and other service companies working with EU clients. Obligations can arise even when an invoice does not show Bulgarian VAT. See our guide to invoicing foreign clients from Bulgaria.

Accounting obligations from day one

Registration starts the compliance cycle. The company needs accounting records from its first transaction, even before revenue begins.

• keep incorporation and capital documents;
• separate business and personal transactions;
• collect supplier invoices and issue sequential sales invoices;
• reconcile bank and payment-provider accounts;
• document contracts, loans and owner-funded expenses;
• review VAT and payroll deadlines monthly;
• prepare annual accounts and corporate tax reporting;
• assess publication and statistical-reporting obligations.

A dormant or pre-revenue company may still have legal, accounting or declaration obligations. “No sales” does not necessarily mean “nothing to file.”

Paying the foreign owner or manager

Owner, manager and employee are different legal roles. Before the company pays the founder, review management remuneration, employment, self-insurance where relevant, expense reimbursement, shareholder loans and dividends.

The result depends on where the person works and is insured, their residence, and any applicable EU or treaty coordination rules.

Management, substance and international tax

A Bulgarian registration certificate does not settle every international tax question. If strategic decisions are consistently made elsewhere, another country may examine management, permanent-establishment or tax-residence issues.

Keep evidence of how the business operates: contracts, decisions, correspondence, people, premises, service delivery and management functions. The appropriate substance depends on the business model; there is no universal checklist.

How long does registration take and what does it cost?

Registry entry can be relatively quick when the application is complete, but the full setup often takes longer. Translations, notarisation, legalisation, capital-bank onboarding, operational banking and VAT review can determine the real timeline.

Budget separately for registry and notary fees, translations, professional support, registered address, banking and ongoing accounting. A cheap registration package may exclude the work needed to make the company operational.

Checklist after registration

• verify the registry entry and announced documents;
• activate operational banking and payment access;
• engage an accountant before the first transaction;
• complete the VAT analysis before invoicing;
• set invoice numbering, currency and document rules;
• prepare customer and supplier contracts;
• document owner funding and shareholder loans;
• review manager remuneration and social security;
• organise monthly document submission and deadlines;
• confirm sector-specific licences or registrations;
• maintain beneficial-owner and contact information;
• plan annual accounts, tax returns and publication.

Common mistakes foreign founders make

• registering before reviewing VAT and invoicing;
• assuming ownership provides immigration rights;
• using a registered address that is not monitored;
• appointing a manager without reviewing social security;
• mixing company and personal money;
• waiting until year-end to hire an accountant;
• underestimating bank and source-of-funds checks;
• using generic documents for a multi-owner company;
• ignoring management-from-abroad tax questions;
• assuming no activity means no compliance.

Registration and tax framework

Bulgarian companies are entered in the Commercial Register, while tax administration is handled by the National Revenue Agency. SofiaTax coordinates the registration work and builds the accounting, tax and VAT process around the completed company.

Frequently asked questions

Can a foreigner own 100% of a Bulgarian company?

Yes. An EOOD can have one foreign individual or legal entity as its sole shareholder. SofiaTax coordinates the registration requirements for the specific owner and company.

Does the foreign owner need to live in Bulgaria?

Not merely to own shares. Residence, work permission, personal tax residence and actual company management require separate analysis.

What is the difference between EOOD and OOD?

An EOOD has one shareholder. An OOD has two or more. Both provide limited liability, but an OOD needs clear rules for voting, transfers and shareholder exits.

Can a foreigner be the company manager?

Yes. Practical signing, banking, remuneration and social-security issues should be considered before the appointment.

Does the company need VAT registration immediately?

Not always. Turnover and transactions matter. Cross-border services and EU transactions may require review before the general turnover threshold is reached.

Can SofiaTax register an EOOD or OOD for me?

Yes. We offer coordinated EOOD and OOD registration for foreign founders and can continue with banking preparation, VAT review, monthly accounting and tax compliance after registration.

This guide provides general information, not individual legal, tax, immigration or investment advice. Requirements can change, and the correct setup depends on the owners, activity, countries involved and actual management of the business.