Bg Company Formation

---
name: bg-company-formation
description: "Company formation and entity choice in Bulgaria for 2026, in euro after the 1 January 2026 changeover. Covers the sole trader (ET), the limited liability company (OOD, and EOOD with one owner) and the joint-stock company (AD); minimum capital (EUR 1 for an OOD or EOOD, EUR 25,000 for an AD) and how much must be paid in before registration; registration in the Commercial Register at the Registry Agency and how fast it decides; the state registration fees; the euro conversion of existing company capital; publication of annual financial statements by 30 September and the fine for missing it; and the first tax steps (corporate tax return, VAT registration threshold). Trigger phrases: register a company in Bulgaria, ООД, ЕООД, ЕТ, АД, Търговски регистър, minimum capital Bulgaria, Bulgarian company set-up. Out of scope: corporate tax computation (bg-corporate-income-tax), sole trader and dividend tax (bulgaria-income-tax), VAT (bulgaria-vat-return), cross-border (bg-cross-border)."
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/bg-company-formation"
  jurisdiction: "BG"
  tax_year: "2026"
  last_updated: "2026-10-30"
---

# Bulgaria Company Formation & Entity Choice

Bulgaria adopted the euro on 1 January 2026. Lev amounts still printed in older acts and tariffs are read as euro at the fixed rate of BGN 1.95583 = EUR 1, rounded to the cent (Euro Introduction Act arts. 11(2), 12, 13). This applies to state fees and fines as well (Euro Introduction Act transitional § 5(1)). Each converted figure below shows the lev amount next to it.

## Entity types, capital and incorporation

- **ET (ЕТ), sole trader.** Any individual with legal capacity and a permanent address in Bulgaria may register as a sole trader (Commercial Act art. 56). Liability is unlimited: the trader is the individual, and all of a debtor's property secures its creditors (Obligations and Contracts Act art. 133). Business income of an ET is taxed at 15% on its corporate-tax profit (Personal Income Taxes Act art. 48(2)); see bulgaria-income-tax.  _(Commercial Act, https://lex.bg/laws/ldoc/-14917630)_
- **OOD (ООД), limited liability company.** Formed by one or more persons, each liable for the company's debts only up to their contribution to capital (Commercial Act art. 113). The company contract is in writing (art. 114(1)).  _(Commercial Act, https://lex.bg/laws/ldoc/-14917630)_
- **EOOD (ЕООД), single-member limited liability company.** An OOD with one owner. A founding act replaces the company contract (Commercial Act art. 114(3)). The sole owner manages the company personally or through an appointed manager, and takes the decisions of the general meeting (art. 147(1), (2)).  _(Commercial Act, https://lex.bg/laws/ldoc/-14917630)_
- **AD (АД), joint-stock company.** Used for larger or capital-raising businesses. Capital and share values are set in euro and euro cents (Commercial Act art. 161(1)).  _(Commercial Act, https://lex.bg/laws/ldoc/-14917630)_
- **Minimum share capital, OOD and EOOD.** EUR 1. Each share is at least one euro cent (Commercial Act art. 117(1)). Before 2026 the minimum was BGN 2.  _(Commercial Act, https://lex.bg/laws/ldoc/-14917630)_
- **Capital paid in before registration, OOD and EOOD.** The legal minimum must be paid in. Where the capital is set above the minimum, at least 70% must be paid in (Commercial Act art. 119(1)(4), (5)). The contract sets the terms for the rest, and the full capital must be paid within two years of registration (art. 115, item 4).  _(Commercial Act, https://lex.bg/laws/ldoc/-14917630)_
- **Minimum share capital, AD.** EUR 25,000 (Commercial Act art. 161(2)). A separate law can set a different minimum for certain companies (art. 161(3)). The whole capital must be subscribed (art. 161(4)), and at least 25% of the nominal or issue value of each share paid in before registration (art. 174(1)(3)).  _(Commercial Act, https://lex.bg/laws/ldoc/-14917630)_
- **Registration authority.** The Commercial Register and Register of Non-Profit Legal Entities, kept by the Registry Agency (Агенция по вписванията) under the Minister of Justice (Commercial Register Act art. 3(1)). Entries are made on an application on the official form (Commercial Register Act art. 13(1)), with a declaration that the stated facts are true (art. 13(4)).  _(Commercial Register and Register of Non-Profit Legal Entities Act, https://lex.bg/laws/ldoc/2135522741)_
- **Capital deposit.** The Registry Agency lists a bank note confirming the paid-in capital, from a bank of the founder's choice, among the documents for an OOD or EOOD. It also lists the founding act or contract, the manager's notarised consent and specimen signature, and the A4 application form.  _(Registry Agency, How to register a company, https://www.registryagency.bg/bg/registri/targovski-registar/kak-da-registriram-firma/)_
- **Incorporation timeline.** The registration officer examines an application for first registration of a trader by the end of the next working day after it reaches the register, and decides straight away (Commercial Register Act art. 19(3)). If documents or the fee are missing, the officer instead issues instructions to put the defect right (art. 22(5)). Other applications are decided after three working days (art. 19(2)). Time to prepare documents and open the capital account comes on top.  _(Commercial Register and Register of Non-Profit Legal Entities Act, https://lex.bg/laws/ldoc/2135522741)_
- **State registration fees.** Set by the Registry Agency tariff. The tariff itself still prints leva; the Registry Agency's euro extract of it, published on 30 December 2025, gives each fee in leva and euro, converted at BGN 1.95583 and rounded to the cent under the Euro Introduction Act. An electronic application costs at most 50% of the paper fee (Commercial Register Act art. 12(2)).  _(Registry Agency, tariff extract for the Commercial Register in euro, art. 16а, https://www.registryagency.bg/media/filer_public/2025/12/30/izvlechenietarifatrriulnts.docx)_

| Entity | Paper application | Electronic application | Tariff |
|---|---|---|---|
| ET, sole trader | BGN 30 = EUR 15.34 | BGN 15 = EUR 7.67 | art. 16а(1)(1), (2)(1) |
| OOD or EOOD | BGN 110 = EUR 56.24 | BGN 55 = EUR 28.12 | art. 16а(1)(3), (2)(3) |
| AD or single-member AD | BGN 360 = EUR 184.07 | BGN 180 = EUR 92.03 | art. 16а(1)(4), (2)(4) |
| Branch of a foreign trader | BGN 340 = EUR 173.84 | BGN 170 = EUR 86.92 | art. 16а(1)(8), (2)(8) |

- **Existing companies and the euro.** On 1 January 2026 the registered capital of every OOD, EOOD and AD was replaced with its euro value automatically, by the Registry Agency (Euro Introduction Act art. 33(1), (2)). OOD capital is converted by dividing by 1.95583 and rounding to the cent (art. 31(4)). Companies must bring their articles and contracts into line within 36 months of the euro's introduction (art. 32(1)). The duty to file the updated contract or statute arises with the next filing that needs a copy of it, and no state fee is charged for it (art. 32(4)).  _(Euro Introduction Act, https://lex.bg/bg/laws/ldoc/2137244903)_
- **Annual financial statements filing.** Every trader under the Commercial Act, companies included, publishes its annual financial statements by applying to the Commercial Register by 30 September of the following year (Accountancy Act art. 38(1)(1)). A company that did no business in the year files a one-off declaration instead, by 30 June of the following year (art. 38(9)(2)).  _(Accountancy Act, https://lex.bg/laws/ldoc/2136697598)_
- **Fine for not publishing.** The person responsible is fined BGN 200 to 3,000 (EUR 102.26 to EUR 1,533.88). The company pays a property sanction of 0.1% to 0.5% of net sales for the year concerned, at least BGN 200 (EUR 102.26) (Accountancy Act art. 74(1)). A repeat breach doubles it (art. 74(2)).  _(Accountancy Act, https://lex.bg/laws/ldoc/2136697598)_
- **Annual corporate tax compliance.** Corporate income tax is 10% (Corporate Income Tax Act art. 20). The annual return is filed from 1 March to 30 June of the following year (art. 92(2)), and the tax, less advances, is paid by 30 June (art. 93(1)). See bg-corporate-income-tax.  _(Corporate Income Tax Act, https://lex.bg/laws/ldoc/2135540562)_
- **VAT registration obligation.** A business established in Bulgaria must register for VAT when its turnover in Bulgaria for the calendar year exceeds the national threshold of EUR 51,130 (VAT Act art. 96(1)). It may register voluntarily below that (art. 100(1)). This replaced the old BGN 100,000 rolling 12-month test from 1 January 2026 (art. 96 as amended by ДВ бр. 115/2025). See bulgaria-vat-return.  _(Value Added Tax Act, https://lex.bg/laws/ldoc/2135533201)_

The most common Bulgarian business vehicle is the limited liability company (OOD, or EOOD if single-member), governed by the Commercial Act and registered in the Commercial Register at the Registry Agency. The statutory minimum share capital is a token EUR 1. The company pays 10% corporate tax, and dividends it pays to a sole trader or a resident individual carry a 5% final tax (Personal Income Taxes Act arts. 38(1), 46(3)). A sole trader pays 15% on its profit and has unlimited liability. For dividends paid abroad see bg-cross-border.

## Sources

| Source | URL | Read on |
|---|---|---|
| Commercial Act (Търговски закон), consolidated to ДВ бр. 69/2026, arts. 56, 113, 114, 115, 117, 119, 147, 161, 174 | https://lex.bg/laws/ldoc/-14917630 | 2026-10-30 |
| Commercial Register and Register of Non-Profit Legal Entities Act, consolidated to ДВ бр. 92/2026, arts. 3, 12, 13, 19, 22 | https://lex.bg/laws/ldoc/2135522741 | 2026-10-30 |
| Registry Agency, extract of the Tariff of State Fees for the Commercial Register, in leva and euro (Извлечение тарифа ТРРЮЛНЦ, uploaded 30 December 2025), art. 16а | https://www.registryagency.bg/media/filer_public/2025/12/30/izvlechenietarifatrriulnts.docx | 2026-10-30 |
| Tariff of State Fees Collected by the Registry Agency, art. 16а (text as at 5 January 2026, in leva) | https://www.registryagency.bg/media/filer_public/2026/01/07/tarifa_za_drzhavnite_taksi_sbirani_ot_agentsiiata_po_vpisvaniiata.pdf | 2026-10-30 |
| Registry Agency, State fees (fees expressed in euro from 2026) | https://www.registryagency.bg/bg/prestsentar/novini/drzhavni-taksi/ | 2026-10-30 |
| Registry Agency, How to register a company | https://www.registryagency.bg/bg/registri/targovski-registar/kak-da-registriram-firma/ | 2026-10-30 |
| Accountancy Act (Закон за счетоводството), consolidated to ДВ бр. 67/2026, arts. 38, 74 | https://lex.bg/laws/ldoc/2136697598 | 2026-10-30 |
| Euro Introduction Act, arts. 11, 12, 13, 31, 32, 33 and transitional § 5 | https://lex.bg/bg/laws/ldoc/2137244903 | 2026-10-30 |
| Bulgarian National Bank, National Euro Changeover Plan (rate BGN 1.95583) | https://www.bnb.bg/bnbweb/groups/public/documents/bnb_download/eurochangeoverplan_en.pdf | 2026-10-30 |
| Corporate Income Tax Act, arts. 20, 92, 93 | https://lex.bg/laws/ldoc/2135540562 | 2026-10-30 |
| Personal Income Taxes Act, arts. 38(1), 46(3), 48(2) | https://lex.bg/laws/ldoc/2135538631 | 2026-10-30 |
| Value Added Tax Act, arts. 96(1), 100(1) | https://lex.bg/laws/ldoc/2135533201 | 2026-10-30 |
| Obligations and Contracts Act (Закон за задълженията и договорите), art. 133 | https://lex.bg/laws/ldoc/2121934337 | 2026-10-30 |

Not yet confirmed: notary fees for the manager's consent and specimen signature (not in the Registry Agency tariff); the bank's charges and practice for the capital account.

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-10-30. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `bg-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/bg-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.