Bulgaria, with its attractive tax rate and European Union membership, is increasingly attracting foreign entrepreneurs looking to establish their businesses there. This country offers a business-friendly environment, combining favorable taxation and access to the European market. However, setting up a company in Bulgaria requires following a specific administrative process and complying with various local regulations. In this article, we will guide you through the essential steps to create your company in Bulgaria, providing detailed information on business registration, obtaining necessary licenses, local regulations to follow, required documents, as well as practical tips to successfully carry out your entrepreneurial project.
Business Registration
Registering a business in Bulgaria is a crucial step that requires careful attention to detail and a good understanding of the local administrative process. The first important decision to make concerns choosing your company’s legal form. In Bulgaria, the most common forms for foreign investors are the Limited Liability Company (OOD) and the Joint Stock Company (AD).
The Limited Liability Company (OOD) is particularly popular due to its management simplicity and relatively low minimum share capital. It can be created by one or more individuals or legal entities, and the required minimum share capital is 2 leva (approximately 1 euro). This legal form is especially suitable for small and medium-sized enterprises.
The Joint Stock Company (AD), on the other hand, is more suitable for large companies or projects requiring significant investments. The minimum share capital for an AD is 50,000 leva (approximately 25,000 euros), making it less accessible for small entrepreneurs, but offering greater flexibility in terms of capital structure and governance in return.
Once the legal form is chosen, the actual registration is done with the Bulgarian Commercial Register. This procedure can be completed online or in person at a local registry office. The main registration steps are as follows:
- Company name reservation
- Preparation and signing of company statutes
- Opening a bank account and depositing share capital
- Submission of registration application with all required documents
- Payment of registration fees
The average time for company registration in Bulgaria is approximately 5 to 10 business days, depending on the complexity of the case and the registry’s workload. It’s important to note that all submitted documents must be in Bulgarian or accompanied by a certified translation.
Good to know:
The process of registering a company in Bulgaria can be completed entirely online since 2023, which greatly facilitates the procedure for foreign investors. However, it is highly recommended to engage a local lawyer or accountant to ensure all documents are properly prepared and submitted.
Obtaining Licenses
After registering your company with the Bulgarian Commercial Register, the next step is to obtain the necessary licenses and permits to conduct your business activity. In Bulgaria, certain business sectors are subject to specific regulations and require special authorizations.
Regulated sectors in Bulgaria notably include:
- Financial services (banks, insurance, investment funds)
- Telecommunications
- Energy and natural resources
- Gambling
- Production and distribution of pharmaceutical products
- Public transportation
For these sectors, specific licenses must be obtained from the competent authorities before starting operations. For example, for financial services, it’s the Bulgarian National Bank that issues the necessary authorizations.
Even for activities that are not strictly regulated, it may be necessary to obtain certain permits or authorizations. For example, if your company plans to sell food products, you will need to obtain authorization from the Bulgarian Food Safety Agency.
The license acquisition process varies depending on the business sector and competent authority. Generally, it involves the following steps:
- Identification of necessary licenses and permits for your specific activity
- Preparation and submission of an application file including all required documents
- Payment of fees associated with the license application
- Waiting for file review by the competent authority
- Receipt of license or permit, or request for additional information if necessary
It’s important to note that license acquisition times can vary considerably, ranging from a few weeks to several months depending on the complexity of the sector and the authorities’ workload. Therefore, it’s crucial to plan this step well in advance in your business creation process.
Good to know:
Bulgaria has implemented a “single window” system to facilitate obtaining certain licenses and permits. This system allows entrepreneurs to submit their applications to a single point of contact, which then forwards them to the different relevant authorities, thus simplifying the administrative process.
Local Regulations
Understanding and complying with local regulations is essential to ensure your company’s compliance in Bulgaria. These regulations cover various aspects of business operations, from taxation to labor standards, including environmental protection and consumer safety.
Taxation: Bulgaria is known for its attractive tax regime. The corporate tax rate is 10%, one of the lowest in the European Union. However, it’s crucial to understand your company’s tax obligations in detail:
- Corporate tax: 10% on profits
- VAT: The standard rate is 20%, with reduced rates for certain sectors
- Social contributions: Approximately 30.7% to 32.4% of gross salary, shared between employer and employee
Companies must register with the National Revenue Agency (NRA) and submit regular tax returns. Bulgaria has also implemented a mandatory electronic invoicing system for certain transactions, aimed at combating tax evasion.
Labor Law: The Bulgarian Labor Code governs employer-employee relationships. Key points to remember:
- The standard work week is 40 hours
- Employees are entitled to a minimum of 20 days paid leave per year
- The national minimum wage is regularly reassessed (1,148 leva per month in 2025)
- Employment contracts must be written and registered with the Labor Inspectorate
Data Protection: As an EU member, Bulgaria applies the General Data Protection Regulation (GDPR). Companies must implement adequate measures to protect the personal data of their customers and employees.
Environmental Standards: Bulgaria has adopted various environmental regulations in line with EU directives. Depending on your business sector, you may be subject to specific obligations regarding waste management, emissions, or use of natural resources.
Intellectual Property: Intellectual property protection in Bulgaria is aligned with European standards. The Patent Office of the Republic of Bulgaria is responsible for registering trademarks, patents, and industrial designs.
It’s crucial to stay informed about regulatory changes, as Bulgarian legislation evolves regularly, particularly to align with European directives. Joining local professional associations can be an excellent way to stay updated on these developments.
Good to know:
Bulgaria has implemented an online “eGov” portal that centralizes much administrative information and services. This portal can be a valuable resource for foreign entrepreneurs seeking to understand and comply with local regulations.
Required Documents
Preparing and submitting appropriate documents is crucial for creating and registering your company in Bulgaria. Complete and accurate documentation will greatly facilitate the administrative process and avoid unnecessary delays. Here is a detailed list of the main required documents:
1. For company registration:
- Company statutes: This fundamental document must include the company name, business purpose, share capital, distribution of shares among partners, and governance rules.
- Minutes of the constitutive assembly: It should detail decisions made during company creation, including appointment of directors.
- Declaration of compliance: Signed by the administrators, it certifies that the company meets all legal requirements for its formation.
- Signature specimens of legal representatives: These signatures must be notarized.
- Proof of registered office address: This can be a lease agreement or property title.
- Bank certificate of share capital deposit: This document proves that the required minimum capital has been deposited in a bank account in the name of the company being formed.
2. For partners and directors:
- Copies of passports or identity cards of all partners and directors
- Criminal record extract for each director (dated within the last 3 months)
- Declaration of absence of tax and social debts for each director
- CVs of main directors (for certain regulated sectors)
3. For tax registration:
- Registration form with the National Revenue Agency (NRA)
- Copy of Commercial Register certificate
- Signature specimen of the company’s tax representative
4. For obtaining specific licenses:
Required documents vary by business sector, but may include:
- Diplomas and professional certificates of key employees
- Detailed premises plans (for activities requiring health or safety inspections)
- Certificates of compliance with technical or environmental standards
- Proof of financial capacity (for certain sectors like financial services)
It’s important to note that all documents not in Bulgarian must be accompanied by a certified translation. Additionally, some foreign documents (such as criminal record extracts) may require an apostille or legalization, depending on applicable international agreements.
Good to know:
Bulgaria has implemented a legally recognized electronic signature system. Using qualified electronic signatures can greatly facilitate and speed up the document submission process, especially for foreign entrepreneurs.
Practical Tips
Setting up a company in Bulgaria may seem complex, but with good preparation and the right advice, the process can be greatly simplified. Here are some practical tips to help you navigate this entrepreneurial adventure effectively:
1. Engage local professionals: Hiring an experienced Bulgarian lawyer or accountant can prove invaluable. These professionals know the subtleties of the local system and can guide you through administrative procedures, saving you time and avoiding costly mistakes. They can also help you understand cultural and linguistic nuances that might affect your procedures.
2. Plan your schedule carefully: Although official deadlines for company registration are relatively short, it’s wise to allow more time than necessary. Delays are frequent, especially if additional documents are requested. Start your procedures at least 2 to 3 months before your planned start date of operations.
3. Choose your bank wisely: Opening a bank account is a crucial step. Look for a bank offering services in English and with experience with international clients. Some Bulgarian banks offer advanced online banking services, which can greatly facilitate managing your finances remotely.
4. Familiarize yourself with Bulgarian business culture: Bulgaria has a unique business culture, blending Eastern and Western influences. Personal relationships are often important in business transactions. Taking time to understand these cultural nuances can help you establish better relationships with your local partners, suppliers, and clients.
5. Invest in language learning: Although many professionals in Bulgaria speak English, mastering some basics in Bulgarian can greatly facilitate your daily interactions and show your commitment to the local market.
6. Use government resources: The Bulgarian Investment Agency (InvestBulgaria Agency) offers many resources and support to foreign investors. Don’t hesitate to contact them for information and assistance.
7. Prepare for digitalization: Bulgaria has made significant progress in digitalizing its administrative services. Familiarize yourself with online platforms like the eGov portal and the electronic signature system, which can greatly simplify your administrative procedures.
8. Stay informed about regulatory changes: Bulgarian legislation evolves regularly, particularly to align with European directives. Subscribe to legal newsletters or join business associations to stay updated.
9. Consider special economic zones: Bulgaria has several free zones and industrial parks offering tax and logistical advantages. Evaluate whether locating in one of these zones could benefit your company.
10. Prepare for flexibility: Despite constant improvement, Bulgarian bureaucracy can sometimes be unpredictable. Remain flexible and patient, and always have a plan B.
Good to know:
Bulgaria offers a “Blue Card” program for highly qualified non-EU workers, facilitating the obtaining of work and residence permits. If you plan to recruit international talent, this program can be a major asset.
Setting up a company in Bulgaria offers many opportunities, particularly thanks to its favorable taxation and European Union membership. By carefully following the registration steps, obtaining necessary licenses, complying with local regulations, and carefully preparing all required documents, you will lay solid foundations for your business. Remember that each situation is unique and that advice from local experts can prove invaluable for navigating the specifics of the Bulgarian market.
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