The Bulgarian OOD, written OOD in Latin script and as a limited liability company in English, is the standard trading entity in Bulgaria, and its single-owner variant EOOD is what most foreign founders actually register. It suits people who want an EU company with low running costs, a straightforward register, and a workforce available at rates well below Western European levels.
It suits badly anyone expecting to operate entirely in English without local help, or anyone treating the company as a dormant shell that will look after itself. This guide sets out what the entity is, how formation proceeds, and which decisions have consequences you will live with.
OOD and EOOD: One Form, Two Shapes
OOD and EOOD are the same legal form distinguished by ownership. An OOD has two or more owners, described as partners or members. An EOOD has exactly one. If a single-owner EOOD later admits a second owner it becomes an OOD, and the founding document changes character accordingly.
In both cases the company is a separate legal person, owners hold shares in the capital rather than tradeable stock, and personal liability is limited to the committed contribution, subject to the ordinary exceptions where a manager or owner acts improperly. Share transfers are made by notarised agreement and registered, not traded.
Who the Jurisdiction Suits
Bulgaria appeals to founders who want the lowest reasonable friction inside the EU: an EU VAT number, an EU-registered employer, EU counterparty status, without the cost base of the larger economies. Software, back-office operations, logistics and trading businesses use it heavily.
It is a weaker fit if your business depends on lender relationships or on counterparties who scrutinise where a company is registered, since some banks and payment providers apply heavier diligence to Bulgarian entities with non-resident owners. It is also a weaker fit if you refuse to engage an accountant. Bulgarian filings are manageable but relentless, and they are not in English.
The Founding Documents
An OOD is founded by articles of association agreed between the partners. An EOOD is founded by a founding act executed by the sole owner.
Both perform the same job: naming the company, fixing its seat and address of management, stating the scope of activity, recording the capital and how it is divided, appointing the manager or managers, and setting out how the general meeting or sole owner decides things.
Alongside that document, formation produces a set of formal declarations and consents: the manager’s consent to appointment with a specimen signature, declarations required by the commercial register and by anti-money-laundering rules, and the minutes of the founding meeting where there is more than one owner.
Several of these require notarial certification, which is why identity documents and their legalisation must be in order before anything else starts.
Capital and Contributions
Contributions may be made in cash or in kind, with non-cash contributions requiring valuation and adding both time and scrutiny. Statutory minimum capital rules apply to the OOD and EOOD, and the amount must be confirmed against the commercial act and current register practice rather than taken from any secondary source.
Rules also govern how much of the subscribed capital must be paid in before registration, and that too should be checked before you plan the cash flow.
The commercially important point is separate from the legal minimum. A company registered at the statutory floor advertises that fact to anyone who reads the register, and banks, landlords and larger customers do read it. Capitalise for how you want to be perceived, not for the lowest number the law permits.
The Formation Sequence
Formation is a chain, and a defect early in the chain invalidates work done later.
| Step | What it involves | What it produces |
|---|---|---|
| Name check | Confirming the chosen company name is available at the register | A usable, reservable name |
| Owner documentation | Legalising, apostilling and translating foreign identity or corporate papers | Admissible founder evidence |
| Founding act or articles | Drafting the constitutive document and the scope of activity | The founding document |
| Notarial formalities | Certifying the manager’s specimen signature and required declarations | Certified appointment documents |
| Capital account | Opening an accumulative bank account and depositing contributions | Bank confirmation of deposit |
| Commercial register filing | Submitting the application, usually electronically | Registration and a unique company code |
| Tax and VAT | Registering with the revenue authority and for VAT where required | Tax registration |
| Operating banking | Converting the accumulative account to an operating account | Ability to trade |
What makes one formation quick and another slow is identifiable. Whether foreign documents were legalised correctly at the first attempt is the largest single factor. Whether all owners can attend notarial steps in person or act through a power of attorney is the second.
Bank onboarding for non-resident beneficial owners is usually the least predictable link, and it is the one most often started too late.
The Manager
The manager, the upravitel, is the company’s executive organ and its representative before third parties. The role carries personal obligations: to keep proper books, to make register filings when circumstances change, to convene meetings, and to act in the company’s interest.
You may appoint more than one manager, and the founding document decides whether they represent the company jointly or each alone. Joint representation is a real safeguard against a single person committing the company, and a real obstacle when your managers are in different countries. Choose with your actual operating reality in mind.
A manager need not be Bulgarian. What matters practically is whether the person can be present for notarial and banking steps, can deal with correspondence in Bulgarian, and can be reached when the register or the revenue authority asks something with a deadline attached.
Seat, Address and Substance
The company needs a seat and an address of management in Bulgaria. Registration-only address services exist and are lawful for the filing, but they do not create substance.
Where owners and managers are all abroad, questions about effective management and about where the company is genuinely tax resident become live. Banks in particular treat a purely nominal Bulgarian presence with caution during onboarding. If you intend to operate from Bulgaria, build enough presence to say so honestly.
If you do not, take advice about where the company is actually resident before you assume the answer.
Ongoing Obligations
An OOD or EOOD keeps accounting records, files an annual corporate tax return, publishes annual financial statements with the register, and updates the register whenever managers, seat or ownership change. VAT registration may be mandatory on turnover or on the nature of the supplies, and cross-border services can trigger registration before domestic turnover would.
Applicable thresholds, rates and deadlines must be confirmed with the revenue authority or a Bulgarian accountant, not assumed.
Bulgaria has also been progressing toward adopting the euro, which affects accounting, banking and contract drafting in ways that depend on timing. Any figure denominated in a currency should be checked against the position at the time you act.
Employing staff brings labour registration and monthly social and health insurance filings, which run on strict deadlines and generate penalties quickly when missed.
Before You Start Filing
Three preparations save the most time. Get every foreign document legalised or apostilled and officially translated before you approach a notary, because a defective document unwinds several steps at once. Open the bank conversation early, because non-resident onboarding sets the real pace of the whole project.
And appoint a Bulgarian accountant before registration so that your VAT position and reporting calendar are decided deliberately.
The Bulgarian OOD is a cheap and stable company to run once it is registered and properly serviced. Almost everything that goes wrong goes wrong in the first weeks, and almost all of it traces back to documents and banking rather than to the company law itself.