Company Registration Guide in Bulgaria (2025): Policies, Steps and Practical Tips

This practical guide outlines the latest information on registering a company in Bulgaria in 2025, explains relevant policy changes and interpretations, and provides concrete operational steps and precautions to help entrepreneurs launch and operate legally and efficiently.

Who can set up a company in Bulgaria?

Bulgaria welcomes both EU and non‑EU founders. Corporate managers and shareholders may be foreign individuals or entities. Non‑EU nationals who intend to work in Bulgaria should secure work or residence permits before performing on‑the‑ground management functions.

Common business forms and key policy points

• Limited Liability Company (OOD/EOOD): The most popular choice for SMEs. Single‑member companies (EOOD) are allowed. Capital requirements are minimal, making this form attractive for small ventures.
• Joint‑Stock Company (AD): Suited to larger operations or if you plan to raise capital publicly. Capital requirements are substantially higher.
• Branch and Representative Office: Foreign companies may register a branch for commercial activity or a representative office for liaison functions; branches are treated as extensions of the parent company for liability and tax purposes.
• Beneficial ownership and AML compliance: Bulgaria complies with EU AML directives. Beneficial owner information must be declared to the Central Register and is subject to verification. Expect stricter KYC (know‑your‑customer) checks by banks and registries in 2025.
• Taxes and incentives: Bulgaria’s headline corporate tax rate remains a flat 10% (competitive in the EU). VAT registration is required when taxable turnover exceeds the local threshold (commonly cited around 50,000 BGN annually) or when voluntarily opted in. Targeted regional incentives and employment subsidies may be available for approved investments — consult local investment agencies for eligibility.

2025 policy trends and interpretations to watch

• Digitization: Continued expansion of e‑registration services at the Registry Agency and National Revenue Agency is reducing processing times. Electronic signatures and online submission of documents are increasingly accepted.
• Transparency: Greater scrutiny of beneficial owners and source of funds following EU AML rules. Public and competent‑authority access to ownership information is the norm.
• Cross‑border employment: Hiring EU nationals remains straightforward; non‑EU nationals require work/residence permits and correct immigration procedures. For cross‑border HR support consider providers such as SailGlobal.
• Local interpretation: Municipalities and local administrative offices may require Bulgarian‑language documents or local legal address proof — plan translations and a registered office early.

Step‑by‑step company registration (operational checklist)

1. Choose entity type and company name: Check name availability at the Commercial Register. Select the appropriate NACE activity code(s) for permits and statistical classification.
2. Prepare and notarize incorporation documents: Draft Articles of Association (for OOD) or Memorandum and Articles (for AD). Where founders are foreign, provide apostilled/notarized passport copies and translations into Bulgarian.
3. Open a company bank account: Most banks require KYC documents and may request proof of economic substance. For OOD, deposit the required share capital according to the entity type and bank policy.
4. File with the Commercial Register: Submit incorporation package electronically or through a notary. Obtain the Unified Identification Code (UIC) — the company's registration number.
5. Tax registration: Register the company with the National Revenue Agency (NRA) for corporate tax and social contribution reporting. Apply for VAT registration if turnover expectations exceed the threshold or if you will trade intra‑EU.
6. Obtain licences and permits: Depending on activities (e.g., finance, transport, food, healthcare), secure sectoral licences before commencing operations.
7. Set up payroll and social security: Register as an employer with the NRA and the National Social Security Institute before hiring staff. Ensure employment contracts comply with Bulgarian Labour Code (probation periods, working hours, termination rules).
8. Accounting and reporting: Engage a local accountant familiar with Bulgarian Accounting Standards (BAS). Annual financial statements must be prepared and filed on time.

Typical timeline and costs (estimates)

Timelines depend on completeness of documents and whether e‑services are used. Typical expectations:

• Company name reservation and document preparation: 1–5 days
• Bank account opening & capital deposit: 2–10 days (bank dependent)
• Commercial Register entry: 1–10 working days (accelerated for e‑filing)
• Tax registration and UIC issuance: often simultaneous with registration or within a few days thereafter

Fees include registry fees, notary fees, bank charges, translation and apostille costs, and professional service fees (legal/accounting). Budget varies widely; small startups often spend a few hundred to a few thousand BGN overall.

Practical precautions

• Prepare verified identity documents early: Foreign documents typically need apostille and Bulgarian translation; delays here are common.
• Clarify beneficial ownership: Disclose accurate BO information to avoid AML issues and potential fines.
• Choose correct activity codes: Wrong NACE codes can trigger missing permits or incorrect tax treatment.
• Be mindful of VAT rules: Monitor turnover and register for VAT in time to avoid penalties; consider voluntary registration if engaging in cross‑border trade.
• Comply with labour rules: Employment contracts in Bulgarian, correct social contributions and payroll withholding are mandatory; misclassification of workers can be costly.
• Maintain accounting records: Follow retention periods and filing deadlines; late filings and incorrect bookkeeping can attract penalties.
• Use local counsel for complex cases: M&A, regulated sectors, or large investments require specialist legal and tax advice to navigate incentives and compliance.

Illustrative cases

Case A — EU entrepreneur forming an EOOD

An EU founder used an online notary and local registered‑office provider to incorporate an EOOD in Sofia. With translations and an e‑signature, registration was completed within seven working days. VAT registration followed when forecasted turnover exceeded the threshold.

Case B — Non‑EU manager and work permit

A US national set up an OOD as sole owner but needed a work permit to relocate and manage operations in Bulgaria. Business registration proceeded smoothly, but the relocation timetable extended due to immigration processing — illustrating the importance of synchronizing company formation and visa/work‑permit applications.

Where to get help

Consider the following advisors: local corporate lawyers, certified accountants, and licensed notaries. For cross‑border employment and payroll solutions, international HR providers such as SailGlobal can simplify hiring and compliance for remote or transferred staff.

Final recommendations

Start with a clear business plan that aligns entity type, tax strategy and labour needs. Prioritize validated identity documents and beneficial‑owner disclosure to avoid AML delays. Use Bulgaria’s digital registration channels when possible to shorten processing times, and engage qualified local professionals for licences, accounting and immigration matters.

With the right preparation and compliance mindset, Bulgaria remains an attractive, low‑tax environment for establishing a European business base in 2025.