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Set up OOD in Bulgaria

Updated on Friday 02nd October 2020

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When deciding for a business in Bulgaria, the first thing to do is to choose the type of entity you want. A popular form in Bulgaria is the one called limited liability company (LLC) known as drujestvo s ogranichena otgovornost (OOD) in the Bulgarian language. Our team of company formation specialists in Bulgaria is at your disposal with assistance for opening a business, in compliance with the conditions imposed by the authorities in charge.
 

The steps of company formation of an LLC in Bulgaria

 

Once you decide to set up an LLC in Bulgaria, firstly you have to choose a name that has to be unique and you need to check if it is available and issue the proven document.  The managing body of the company needs an act of association as a result of the constituent meeting. The number of stakeholders is at least one. The company body of the  Bulgarian OOD is made of a general meeting of stakeholders and a (minimum one) manager. The LLC must have a director to represent the company in front of authorities, but it is not mandatory for him to be a Bulgarian resident. For an efficient communication, the OOD company should have a registered office in Bulgaria and a bank account.
 

What is the minimum share capital for OOD in Bulgaria?

 
It is good to know that the authorized capital required for an LLC in Bulgaria is BGN 2 or EUR 1. The entrepreneur needs a bank document to state the deposit, attached to the file. 
 

What is the Bulstat number for OOD in Bulgaria?

 
The Bulstat number represents the company's tax identification number that shows the company is registered as a taxpayer in Bulgaria. The National Social Security Institute in Bulgaria provides the Bulstat number for which the company must apply along with the papers for the Commercial Registry. 

 

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What are the necessary documents for LLC registration in Bulgaria?

 

The shareholder of a limited liability company in Bulgaria needs to put together the papers for the Registry Agency like:
 
  • the application form, the name certificate, and the signature specimen with the notary consent of the person who represents the company;
  • the owners of the limited liability company will have to prepare a set of copies of their identity documents;
  • in case of legal entities setting up the company, legalized copies of the corporate documents are required; 
  • a set of copies of the owners’ identification documents (ID and passports).
 
The Registry Agency accepts paper and electronic applications. A court decision will acknowledge the main scope of the company and will include the articles of incorporation. The company receives a registration number and a taxation number. In the process of company registration in Bulgaria, the State Gazette publishes the Register entry, but it doesn’t mean that the set up of the company is complete. The tax registration is the next step in the company formation.
 

What are the taxes for LLCs in Bulgaria?

 

One should know that a Bulgarian limited liability company is subject to the Corporate Income Tax Law and the rate is 10%. The 20% VAT is not mandatory for companies with an income under BGN 50,000. Another thing that is not compulsory for an LLC is the independent audit of annual accounts. The LLC set up in Bulgaria is required to pay social security contributions. This can be done by filing an application at the Social Security Administration.
 

 The main attributes of LLCs in Bulgaria

 
Foreign entrepreneurs who choose to open an LLC in Bulgaria may benefit from a reputable business environment and a permissive investment legislation in most sectors of interest in this country. Among the attributes of OOD in Bulgaria, we mention the following:
 
  • such companies can deal and sign contracts in agreement with the applicable legislation;
  • an LLC in Bulgaria can issue invoices to local clients and can deal with trading activities;
  • each LLC in Bulgaria can solicit virtual office services instead of setting up a traditional office;
  • there is no need for frequent statutory audits, but the annual tax return must be submitted;
  • an LLC in Bulgaria can be established by at least one shareholder.

 

Virtual office services for LLC in Bulgaria

 
 
Investors from abroad who want to control the business in Bulgaria from the home country can benefit from complete virtual offices in Sofia or in other important cities in the country. Mail collection and forwarding, dedicated fax services, a local phone number for potential clients and collaborators, bank statements collection and a private local number are provided to foreign entrepreneurs as part of the virtual office packages. We remind that virtual office services in Bulgaria are cheaper compared to traditional offices for LLC establishments. Our advisors can offer in-depth information on this matter.
 

Can I set up a branch in Bulgaria?

 
Yes, branches are accepted in Bulgaria and there is no need for a minimum share capital or the obligation of appointing a Bulgarian representative. The OOD or the limited liability company is the proper business form for establishing a branch in Bulgaria, so the registration is quite simple. The Articles of Association translated into Bulgarian, the decision of opening a branch, the registered office address, a local bank account, and the Certificate of Good Standing are required for opening a branch in Bulgaria. Just like in the case of any kind of business structure, the branch must be registered with the Commercial Registry in Bulgaria. The registration for VAT is another important and required step for branches in Bulgaria. 
 
Many investors from abroad know the advantages of branches, that also apply in Bulgaria. For instance, there is no need for a minimum share capital for establishing a branch in Bulgaria. Also, you can appoint one of our company formation agents in Bulgaria as representatives of your branch in this country. A power of attorney will be required, yet, all you need to know can be solicited from our specialists.
 

Short facts about the Commercial Registry in Bulgaria

 
The Commercial Registry in Bulgaria is the Trade Register that accepts the documents for company registration. Business owners must respect the incorporation steps and the rules of the Commercial Registry in Bulgaria. Also, the institution allows the verification of companies by using the name or the registration number. This is also an option to verify if the chosen name for your company is taken or not. Most of the services are not subject to fees, especially for company verification, still, other costs are imposed for business incorporation with the Bulgarian Trade Register. 
 
It is important to note that the Trade Register in Bulgaria must be notified by the changes in your company, if a member is no longer part of the business or if you decide to modify the business structure. If you would like to know more details in this matter, please feel free to solicit our support and guidance.
 

Support for company changes

 
There are cases in which a company suffers modifications like changing the business address, the name of the firm, or increasing the capital. Also, the company owners might be interested in changing the business structure into another one, from a sole proprietorship to an OOD or from an OOD to a joint stock company. All the changes need to be made with the Bulgarian Trade Register in charge of companies in this country. Just like in the case of company formation in Bulgaria, foreign entrepreneurs can address their inquiries to our Bulgarian team of company formation consultants who can represent your firm with a power of attorney and who can handle all the modifications in the company. Also, in the case of insolvency or company liquidation in Bulgaria, you may ask for our support.
 

Accounting services for your OOD in Bulgaria

 
Companies having financial operations in Bulgaria will need an accounting department, or better yet, they can benefit from the complete accounting services provided by our team of consultants specialized in accounting matters. First of all, our team can handle the registration for tax purposes for your firm and then can provide bookkeeping and payroll services for the company. Cash flow report, tax planning, profit and loss accounts, monthly balance, tax filings, tax minimization methods, and financial records are a few of the accounting matters a company with operations in Bulgaria will deal with. It is good to know that the International Financial Reporting Standards – IFRS and the accounting laws in Bulgaria are the main regulations which are respected by companies with activities in this country. You are invited to talk to our team of experts and find out how you can benefit from our accounting services for your limited liability company or for any type of business structure you decide in Bulgaria.
 

Why choose us to form an OOD in Bulgaria?

 
Having a vast experience in the company formation in Bulgaria by helping foreign and local entrepreneurs is among the reasons why you should choose our company incorporation agents in Bulgaria. We can handle the registration of a company from scratch and we can help with the necessary formalities and documents for creating the limited liability company in Bulgaria. Having support with the authorities when starting a business in Bulgaria allows foreigners to concentrate more on the further operations and investments of the company.
 

FAQ about OOD in Bulgaria

 
1. What is OOD?
OOD (drujestvo s ogranichena otgovornost) is the limited liability company, the proper business structure for most of the activities in Bulgaria. The registration is simple and you can discuss all the details with our company formation agents in Bulgaria.
 
2. What is the minimum share capital for OOD in Bulgaria?
BGN 2 or 1 EUR is the minimum share capital for a limited liability company in Bulgaria. This must be deposited in a local bank account which will serve for future financial activities of the company in Bulgaria.
 
3. What is the Bulstat number?
Each company must have a tax identification number in Bulgaria and that is known as the Bulstat number. The National Social Security Institute in Bulgaria issue this tax identification number for newly-formed companies in the country.
 
4. What documents do I need for OOD registration in Bulgaria?
The Articles of Association and the Memorandum of Association with information about the owners, the activities, and many more are part of the necessary documents for company registration in Bulgaria.
 
5. Do I need to register for taxation in Bulgaria?
Yes, the registration for taxation is required in Bulgaria. The VAT, the social contributions, the corporate income tax are important in this country. One of our company formation agents in Bulgaria can help.
 
6. How many people can establish an OOD in Bulgaria?
OODs in Bulgaria can be established by at least one shareholder. A representative of the company and a director are required.
 
7. Can I buy a ready-made company in Bulgaria?
Yes, shelf companies or ready-made companies are available in Bulgaria. These are registered as OODs.
 
8. How do I change the company structure in Bulgaria?
The Trade Register in Bulgaria is in charge of any company modification, as long as these are announced.
 
9. Do I need accounting services for OODs in Bulgaria?
Yes, OODs are subject to different accounting aspects that can be explained by one of our specialists. Externalized accounting services can be provided.
 
10. Can I solicit the support of a company formation specialist for representing my business?
Yes, one of our specialists can represent your company in Bulgaria. 
 
Here are some facts and figures about the economy of Bulgaria:
 
  1. Bulgaria ranks 61st out of 190 economies in the world, according to the 2020 Doing Business report issued by the World Bank.
  2. The real estate sector received around 24% of the total FDI registered in 2018.
  3. The corporate income tax is set at a 10% rate, one of the lowest in Europe.
 
 
Our company formation specialists in Bulgaria can help you with more information about how you can set up an LLC in Bulgaria, so please feel free to contact us at any time.

 

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Call us now at +359 888 350 643 to set up an appointment with our specialists in company formation in Sofia, Bulgaria. Alternatively you can incorporate your company without traveling to Bulgaria.

As our client, you will benefit from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Bulgaria.

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