Establishing a Company in Bulgaria

Nomad Capitalist // 19/07/2023 07:52

Bulgaria’s stable macroeconomic indicators and promising GDP growth make it a popular destination for foreign investment. Factors that contribute to its attractiveness include low corporate tax rates, well-developed infrastructure, and a supportive legal framework for business owners.

Additionally, Bulgaria has a significantly lower cost of living and doing business compared to Western European countries.

These factors make Bulgaria an enticing destination for investors seeking to diversify their portfolios and establish a strong presence in the European market.

Business Opportunities & Industry Sectors

Bulgaria is a popular jurisdiction for new company formation with many business opportunities. Popular industry sectors include the chemical industry, electronics, engineering, and human health care.

Ease of Setting Up a Company

You can create a joint stock company, limited liability company, or representative office with relative ease. Bulgarian law mirrors that of EU legislation, and company registration takes days rather than weeks.

Low Taxes and Social Insurance Costs

Bulgaria has the lowest corporate income taxes and social insurance costs in Europe. The country guarantees political stability, is a full member of the EU, WTO, and NATO, and has the second-lowest level of government debt in Europe.

Other Benefits

Bulgaria offers affordable rents, excellent real estate bargains, and a skilled and multilingual workforce. The country’s strategic location and fast internet connections make it accessible from major European cities.

What Are the Requirements to Set Up a Company in Bulgaria?

To start a business in Bulgaria, you must follow the steps of the company incorporation procedure after confirming the availability of your chosen company name:

1.) Contact local lawyers

After executing the minutes of the constituent meeting of the shareholders in the Limited Liability Company (OOD in Bulgarian), you will need to get a notary-certified statement of consent and signature specimen of the manager and a certified copy of the articles of incorporation of the LLC.

2.) Deposit capital in a local bank account

Keep in mind the following when depositing an amount in your bank account:

• Bank account must be opened by the manager or authorized person with notary-certified power of attorney.
• Company’s capital remains blocked in the bank account until registry decides on company registration.
• Minimum capital of BGN 2 (1€) required by Commercial Act to be deposited before incorporation.
• Bank issues certificate proving shareholders’ deposit of capital, which must be presented at registry.
• Setting up corporate bank account takes about a day and costs between BGN 10 and 30 (€5 and €15 or $5.51 and $16.52).

3.) Register with the Commercial Register at the Registry Agency

Secure company registration by using a Standard Application. Attach the following documents to the application:

• Articles of association
• Resolution for setting up a new company and appointing manager(s)
• Notary-certified consent and signature specimen of manager(s)
• In the case of a founding foreign legal entity, a certificate of good standing that its local registry has issued
• Bank certificate for deposited capital.

4.) Register for VAT with the National Revenue Agency

Within a week of submission of the application for VAT registration, the Revenue Agency performs a check of the grounds for registration. Once the grounds for registration are examined, they issue a decision on VAT registration within 7 days.

In practice, VAT registration takes around 12 days.

There is no charge for this stage of the company formation process. VAT registration is mandatory where the 12-month turnover exceeds BGN 50,000 (€25,000 or $27,533.25) (this threshold will be raised in the near future to BGN 100,000 (€50,000 or $55,069.50).

5.) Purchase a cash register from an authorized seller and register this fiscal device

Once foreign investors have purchased the fiscal device from an authorized seller, representatives of the authorized seller install the device. After installation at the premises of the company in Bulgaria, the National Revenue Authority carries out an electronic registration of the cash register.

The price of this technology ranges from 50 BGN to 300 BGN (€25 to €150 or $22 to $165.21). This part of the company formation process takes two days.

6.) Register employment agreements with the National Revenue Agency (NRA)

The Bulgarian company needs to register employment agreements with the NRA within three days of the conclusion of the employment agreement. This new company in Bulgaria must include the following details:

1. Employer’s name and Unified Identification Number (UIC), the number given by the NRA to the employer in its capacity as insurer
2. Employee’s full name and Personal Identification Number, the Service Number given by the NRA
3. The main terms of the employment agreement (legal grounds for the conclusion of the employment agreement, date of conclusion, term of the agreement (if any), basic salary, name of the position).

A private limited liability company owned by two or more partners can register employees with NRA either online, by post, or in person.

After these submissions, the NRA shall issue a reference note indicating those (if any) that have not been accepted, accompanied by the reason for non-acceptance.

The reference note shall be certified by an official of NRA and shall be presented to a representative of the employer, or it shall be sent by registered mail or email.

This process typically takes one day or less and may not involve any charges.

7.) Register Commercial Premises of the Limited Liability Company

In Bulgaria, companies are required to register the working hours of their commercial sites with the local mayor. This involves submitting various documents, including an opinion from the regional health inspectorate, as well as any other requirements specified by the mayor. These include a certificate for registration under the Foods Act if involved in the production or distribution of food.

Bulgarian Company Start-Ups FAQ

Which are the Most Popular Company Types Registered in Bulgaria?

The LLC (OOD) and the single shareholder SMLLC (EEOOD). They are typically small and medium businesses.

What Other Type of Company Incorporation Takes Place in Bulgaria?

A Joint Stock Company (JSC/AD) is another way of establishing a business in Bulgaria. There are no legal limitations on the transfer of shares and shareholders need not engage in the running of the business. The joint stock company is a better option for larger companies.
It is also the best way to protect personal assets. A sleeping partner can sleep easy on this front.
The minimum capital required for a closed joint stock company formation is 50,000 BGN (25.000€). Sole traders are known as ET and are natural persons with an extended business capacity. However, their personal assets are at risk in the event of insolvency.

What is a Representative Office?

A trade representative office is a way for a foreign company to operate in Bulgaria. Foreign investors can run their businesses abroad. Under the terms of the Bulgarian Trade Law, foreign companies can open branches in Bulgaria. The Bulgarian Chamber of Business charges a registration fee for these branches, which are an extension of the foreign legal entity.