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Characteristics

GENERAL
Type of entity
Limited Liability Company (OOD)
Joint-Stock Company (AD)
Type of law
Continental law
Shelf company availability
Yes
Our time to establish a new company
8 days
Migration of Domicile permitted
Yes
Corporate taxation
10 %
Minimum government fees
60 levs (about 30 EUR)
Double taxation treaty access
More than 70 countries
SHARE CAPITAL OR EQUIVALENT
Standard currency
Lev (BGN)
Permitted currencies
Any
Minimum paid up
2 levs (1 EUR)
Usual authorized
5000 levs
DIRECTORS OR MANAGERS
Minimum number
1 director
Local required
No
Corporate directors permitted
No
Publicly accessible records
Yes
Location of meetings
Anywhere
SHAREHOLDERS OR MEMBERS
Minimum number
1
Publicly accessible records
Yes
Location of meetings
Anywhere
COMPANY SECRETARY
Required
Yes
Local or qualified
No
ACCOUNTS
Requirement to prepare
Yes
Audit requirements
Required for large and medium-sized companies only
Requirement to file accounts
Yes
Publicly accessible accounts
No
OTHERS
Language
Bulgarian, English is not an official, but is often used
Controlled foreign companies
No
Activity in the territory of jurisdiction
Yes
Change in domicile permitted
Yes

INTEREST OF THE JURISDICTION

Advantages of a company in Bulgaria

  • One of the lowest corporate tax rate among the EU countries;
  • Bulgaria is a member of the EU;
  • Stable national currency and banking system;
  • Only 1 shareholder and 1 director are required;
  • The minimum authorized capital of the company is only 1 euro;
  • There are no requirements for residency of directors and shareholders;
  • Possibility to register as a VAT payer;
  • Company can be registered through a representative.

Possible disadvantages of a company in Bulgaria

  • The domestic market of Bulgaria is small, but through it you can enter the EU market;
  • Opened information about directors and owners.
  • In comparison with other EU countries, Bulgaria has a high unemployment rate.

Main info

Bulgaria became an EU member in 2007. This positively affected the country’s economy and made it attractive for investments.

Bulgaria is located in the Balkan Peninsula in South Eastern Europe; its area is about 111 km2 and the population – more than 7 million people. In the east, Bulgaria is washed by the Black Sea, so it is of strategic importance in the Black Sea region.

The capital of Bulgaria – Sofia, without doubt, is the largest city with a population of about 1.32 million inhabitants. The official language is Bulgarian, English is widely used in business.

Bulgaria is a parliamentary republic.

The National Assembly is the legislative body of the republic. It consists of 240 deputies elected for a term of 4 years.
The country is headed by a president, elected on the basis of universal and direct suffrage for a period of 5 years.

Executive power is exercised by the Council of Ministers.

The fundamentals of Bulgarian legislation are concentrated in its Constitution, no other law can contradict it.

The judiciary in Bulgaria is independent of other power structures and is represented by district, administrative, military, appellate courts, the Supreme Court of Cassation and the Supreme Administrative Court. In addition, Bulgaria has a Constitutional Court that provides interpretations of the Constitution and international treaties of Bulgaria with respect to their compliance with the Bulgarian Constitution.

Types of companies and incorporation procedure

Bulgaria is an EU member, which means that companies registered in Bulgaria can benefit from all the advantages of the euro area. However, Bulgaria is one of the most attractive European jurisdiction with the lowest corporate tax rate, which is only 10%.

The most common forms of business association for foreign investors are the Limited Liability Company (OOD) and the Joint-Stock Company (AD).

This is explained by the fact that the participants of these companies bear limited responsibility in the amount of their contribution to the authorized capital of the company.

In order to start an activity, a new company must be registered with the Commercial Register with the Registry Agency.

An application for registration shall be submitted by an appointed director or an authorized person.

01. Limited Liability Company

The overwhelming majority of foreign companies work in a legal form in the form of OOD.

This is due to the following advantages:

  • The authorized capital is only 2 levs (about 1 euro);
  • The responsibility of participants is limited to their contributions;
  • There are no high requirements for publicity and registration process, as in AD.

An OOD can be formed by one or more persons. The Bulgarian Commercial Act does not provide for a maximum number of shareholders in an OOD.

Audit of financial statements is required only for large companies.

The main governing body is the annual general meeting of shareholders. The daily management of the company is carried out by the director. There are no requirements for the residence of directors.

02. Joint-Stock Company

A Joint-Stock Company is a company whose capital is divided into shares. The liability of AD to creditors is limited to the amount of its assets. Foreign investors prefer this type of business association when it is necessary to increase the volume of capital, especially when it is important to use public capital markets.

AD is registered in the Commercial Register with the Registration Agency, by submitting its Charter and other documents that testify that:

  • The authorized capital is fully signed;
  • A part of the value of each share, in the amount of not less than 25% of the nominal value, was paid;
  • The director or the board of directors are appointed;
  • The minimum authorized capital of AD is 50,000 levs.

03. Partnerships

Partnerships are also popular in Bulgaria.

Unlimited Partnership (SD) is formed by two or more partners who are jointly and severally liable to the enterprise’s creditors.

Limited Partnerships (KD) include general and limited partners. General partners are fully responsible for the company’s debts, and the liability of limited partners does not exceed their contribution to the partnership.

Taxation

  • The basic principles of business taxation in Bulgaria are contained in the Corporate Income Tax Act. According to the law, in Bulgaria corporate income tax is levied, as well as a tax on the repatriation of income. Today in Bulgaria the lowest corporate income tax rate is 10%.

    At the same time, Bulgarian tax residents are taxed on their world income, and non-residents only on income received from sources in Bulgaria. There is no withholding tax or income tax on undistributed profits.

    Companies in certain sectors, such as insurance and gambling, are subject to special corporate income tax rates.

  • Generally, taxable income is the financial result of an enterprise’s activities in accordance with its profit and loss account, which is further adjusted to reflect the corporate income tax objectives.

  • Dividends received by a Bulgarian company if paid by a subsidiary company that is registered with the EU. The same applies to the Bulgarian subsidiary company – the dividends that it pays to resident companies of the EU are not subject to the tax on the repatriation of income. If the parent company is not registered in the EU, the Bulgarian subsidiary will pay a 5% tax on the repatriation of income in the form of dividends.

    Interest and royalties are taxed at a rate of 10%, unless otherwise provided by special tax agreements or the relevant EU directives.

  • Stamp duty is not charged.

    The property tax is levied at a rate of 0.01 to 0.45% depending on the region.

    In Bulgaria, various tax incentives are offered to attract investment in developing areas.

  • Bulgarian VAT legislation is harmonized with EU VAT Directives. The VAT rate in Bulgaria is 20% (9% due to accommodation in hotels, sheltered housing and other places for accommodation, 0% rate can be applied to some types of goods and services). It should be noted that Bulgaria in general adheres to the rules in the field of transfer pricing.

  • Bulgaria has signed double taxation treaties with more than 70 countries.

Banking system and economy overview

Bulgaria is an industrial country with developed agriculture. Thanks to liberal economic policy, the country has seen a positive growth in economic indicators. The Bulgarian Constitution provides that foreigners enjoy equal rights with local natural or legal persons in the conduct of economic activities. This has a positive effect on the influx of foreign investment. The economy of Bulgaria functions on market principles, and low taxation promotes economic growth and development of trade, services and tourism.

The banking system of Bulgaria is characterized by stability, and the Bulgarian lev is tied to the euro exchange rate. The main bank of the country is the Bulgarian National Bank. It regulates the banking and financial sector of the economy. Also, it belongs to the European system of central banks, which ensures its independence.



Today there are more than 30 banks, which provide various banking services in Bulgaria.

HOW TO
PROCEED

To incorporate or purchase a company the following documentation should be provided:

01

A completed application form signed by the company or by the representative

03

A personal bill, which is less than 3 months old from the date of the application

02

Copy of valid passport

04

Payment of our fees

Note: additional documents may be required depending on the certain offshore bank.

Set-up time: From the moment, we are in possession of all required documents:

3 days

Incorporation of
a company or purchase
of an existing company

15 days

Delivery of the original
company documents

3 weeks

Offshore Bank: offshore
bank account opening