Company formation in Bulgaria

Company formation in BulgariaBenefits of registering a company in Bulgaria

  • Bulgaria is a member state of the European Union, which means that local bank accounts are covered by a guarantee of up to 100 thousand Euros;
  • One of the lowest corporate tax rates in the EU;
  • Possibility to open an account with a local bank.

Organizational and legal form of a company in Bulgaria

OOD is a limited liability company, an analogue of LLC.

Authorized capital of a Bulgarian company

The minimum share capital is 2 BGN.

Structure of a company registered in Bulgaria

Director

The minimum amount is 1.

There are no residency requirements.

The director can be an individual.

Shareholder

The minimum amount is 1.

A shareholder can be a natural or legal person.

There are no residency requirements.

Secretary

Not required.

Nominee services in BulgariaNominee services in Bulgaria

In Bulgaria, there is no legal regulation of the institution of nominee services.

Nevertheless, the possibility of attracting nominee board members or founders to a Bulgarian company exists.

Company registration procedure in Bulgaria

Stage 1 - registration for a citizen of Bulgaria.

We recommend that you proceed in this way, since Bulgarian banks have become reluctant to open accounts for companies whose founders and directors are non-residents of Bulgaria. It is much more efficient and reliable to register a company as a Bulgarian citizen, open a bank account, re-register the company as a new owner / director, re-register the account management with a new manager.

Required information and documentsfor registering a company in Bulgaria:

  • 2-3 examples of a company name (in Latin and Cyrillic);
  • a notarized copy of the passport of the future director and owner (main spread of the foreign passport or internal passport - pages 1-5 + page with the current registration address) - the director and owner can be the same person;
  • confirmation of the address of residence of the future director and owner (utility bill / bank statement not older than 3 months). If you provide an internal passport with a current registration address, such a document will not be required.
  • completed questionnaire.

The term of registration of a Bulgarian company takes about four weeks, taking into account the receipt of VAT and the opening of a bank account.

Stage 2 - re-registration of the Bulgarian company as a real director and shareholder.

At this stage, you can act in two ways:

  1. to certify the set of documents at the Embassy of the Republic of Bulgaria, after which the originals are sent by courier to Bulgaria for registration. In this case, you do not need to fly to Bulgaria to re-register the company as a real director and shareholder;
  2. personally visit Bulgaria to complete the documents with a local notary and carry out registration actions. The term for carrying out registration actions upon submission of documents to the register is 1 week. Thus, if you personally visit Bulgaria at this stage, you will need to wait for the register to make changes before we can proceed to the third stage.

Stage 3 - re-registration of a bank account in a Bulgarian bank.

At this stage, a personal visit to Sofia for 1-2 days is required.

Bank account management cannot be reissued without a personal visit.

Public access to the information in Bulgarian registersPublic access to the information in Bulgarian registers

Register of directors

Open

Shareholder register

Open

Register of beneficiaries

Open

Annual maintenance 

The company needs to renew the following services annually:

  • legal address;
  • assistance in renewing an electronic signature;
  • The contact person.

Public access to information in Bulgarian registers

Register of directors

Open

Shareholder register

Open

Register of beneficiaries

Open

Taxes in BulgariaTaxes in Bulgaria

The corporate tax rate in Bulgaria is only 10% and is the lowest in the EU. The payers of this tax are companies and partnerships established in accordance with the legislation of Bulgaria, as well as permanent establishments of non-resident companies in Bulgaria.

The standard VAT rate is 20%.

Transfer pricing (TP) rules in Bulgaria require that when conducting transactions with related parties, prices are set on the arm's length principle.

Reporting and audit of companies in Bulgaria

The company is required to maintain accounting records of its business activities. Accounting is carried out on the basis of primary documentation - incoming and outgoing invoices, contracts and other documents that are concluded with counterparties.

Companies are required to submit a VAT report on a monthly basis (if the company is registered as a VAT payer).

The company is required to file an annual tax return by March 31st of the year following the reporting year. The tax year is equal to the calendar year. Corporate tax must be paid by March 31st. During the year, advance quarterly and monthly payments for corporate income tax are also paid.

Which bank can I open an account with for a Bulgarian company?

UBB;

Piraeus Bank;

International Asset Bank;

DSK.

Based on experience, we recommend opening 2-3 accounts at once in different banks.

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