Understanding Company Registration in Bulgaria: A Guide for International Businesses

Bulgaria's corporate landscape offers diverse opportunities for foreign investors seeking European market access. The country's Commercial Code outlines several business entity types, each with distinct legal frameworks and operational requirements. Understanding these options is crucial for making informed decisions about market entry strategy.

Partnership Structures: Collaborative Business Models

General Partnership (SD)

A general partnership requires at least two individuals collaborating under a shared business name
Partners bear unlimited personal liability for all partnership obligations
The business name must incorporate at least one partner's legal name
Partnership agreements require notarization before registration
All authorized representatives must provide signature samples to commercial authorities

Limited Partnership (KD)

This hybrid structure combines general partners with unlimited liability and limited partners with restricted financial exposure
Requires minimum one general partner and one limited partner
Partnership contracts form the legal foundation
Inclusion of limited partners' names in business titles may alter liability status
Commercial registry registration is mandatory for operation

Capital-Based Entities: Limited Liability Structures

Limited Liability Company (OOD)

Bulgaria's most popular corporate form for small to medium enterprises
Members' liability restricted to their capital contributions
Minimum capital requirement: 2 BGN (approximately 1 EUR)
Requires notarized articles of association
Managed by appointed directors recorded in commercial registry

Joint Stock Company (AD)

Ideal for larger enterprises with multiple investors
Capital divided into transferable shares of equal value
Shareholders bear no personal liability for company debts
Accepts both monetary and non-monetary contributions
Can issue bonds after two years of operation

Limited Partnership with Shares (KDA)

Combines characteristics of joint stock companies and limited partnerships
Requires minimum three limited partners alongside general partners
General partners handle establishment procedures
Shareholder meetings include both partner categories
Follows joint stock company regulations unless specifically exempted

Practical Registration Process for Limited Liability Companies

Establishing an OOD involves streamlined procedures with Bulgaria's Registration Agency:

Parameter	Requirement
Processing Time	1 business day
Minimum Capital	2 BGN (1 EUR)
Registration Fee	160 BGN (80 EUR)
Name Verification	50 BGN (25 EUR)

Key documentation requirements include:

Certificate of name uniqueness from commercial registry
Notarized articles of association
Bank confirmation of 70% capital deposit
Management structure details
Legal compliance declarations
Proof of tax payment

Market Entry Strategies for Foreign Enterprises

International companies typically choose among three establishment models:

Subsidiary Formation

Creating a separate legal entity provides operational independence while maintaining parental control through board representation. This structure establishes local tax obligations and legal identity.

Branch Office Establishment

Branches operate as extensions of foreign parent companies without separate legal status. The parent organization retains full liability for branch activities, requiring comprehensive commercial registration.

Representative Office Setup

Ideal for non-revenue activities like market research or product展示, representative offices avoid local taxation but still require basic commercial registration.

Legal Framework and Compliance Considerations

Bulgaria's Commercial Code and Commercial Registration Act provide comprehensive corporate governance frameworks. Regular monitoring of legislative changes ensures ongoing compliance. Many international firms benefit from professional guidance when navigating Bulgaria's regulatory environment.

Alternative Employment Solutions

For companies testing the Bulgarian market or seeking flexible workforce solutions, SailGlobal offers employer of record services that eliminate entity establishment requirements while ensuring full legal compliance.

Bulgaria Company Registration Guide 2024: Types, Process & Requirements