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Company formation in Bulgaria

All you need to know about setting up a Bulgarian company

Throughout the years, many people have asked us what the process is and what documents they need in order to establish a Bulgarian business entity. Our Olsen and Partners’ team has put together this informational package with the intent to answer the most commonly asked questions and provide you with detailed information on the subject and help you decide whether or not taking advantage of the low taxation in Bulgaria is the right path for your business.

About the different business entities available in Bulgaria

Almost all legal business entities that are available in the European Union are also available in Bulgaria. The Bulgarian Trade law is based on the German one.

 

Generally, we recommend to foreigners with small or mid-size businesses to use the most popular OOD/EOOD type of company. This is the Bulgarian version of the popular Limited Liability Company and the responsibility of the owners is limited to their share into the company’s registered capital (the minimum required by the law is 1 EUR). The owner can be one person (EOOD) or many (OOD). The liability of the owners is limited to their share capital. If you are interested in other type of entity please contact us.

Are you in cooperation with a law firm?

Yes, we have long term cooperation with Hristev & Cherpokov Law Office and for all legal issues we work together with them.

Are you in cooperation with any customs broker or such a company for the importation/exportation of goods?

No, we do not provide such services. You can look on Google.

Can we add a new activity if we need to?

Yes, at any time, no problem.

Can we buy products abroad and sell them directly abroad again, without physically being transported through Bulgaria?

Yes, no problem.

Can we provide services abroad according to a contract agreement by issuing a service provider invoice (commission)?

Yes, no problem.

Can we sell a percentage of the company e.g. 20% to another company inside or outside of Bulgaria in the future?

Yes. Without any limitations.

Do we need to maintain an office in Bulgaria if we don’t have any activity in the country?

Absolutely no, but keep in mind that every company should have registered address. Usually this is the office address of the company. In case you don’t need an office in Bulgaria we provide registered address. It includes receiving, forwarding and sending mails and calls on your behalf. If you need one, please contact us for a quote.

How many different activities can we have in a company?

No limitation.

How much does it cost to create a company in Bulgaria

Our flat fee is EUR 399 and it is an all-inclusive price. If you have a monthly subscription accounting services contract with us and prepay the subscription for 6 or more months then our registration fee is waived for you. If you don’t want to prepay for our accounting services we will reimburse 50% of the fee at the 13th month of your subscription period with us and 50% at the 25th month.

 

Let’s be honest. You can find many other companies who will do this procedure for less. We are dedicated accounting & tax firm with a personal touch to our clients. We’re going to provide you services at a superior level – above and beyond your expectations. Way beyond. This is why we have long lasting relationships with all of our clients.

How much is the corporate tax on profits?

10% flat rate. You can read more about taxation in Bulgaria here.

How much is the personal income tax for individuals?

10% flat rate. You can read more about Bulgarian taxation here.

How much will we pay for annual maintenance (fixed costs) of a Bulgarian company if we do not have had any activities during the year (dormant company)?

Regardless you have or do not have activities you still need to prepare and submit an annual financial report and annual tax return. If the company is registered with VAT register then you will need to submit VAT returns every month. This is the only fixed cost you will have, usually we charge +- EUR 500. Please contact us for a quote.

How much will we pay for our employees (social contributions, health care, etc.)?

The total amount for the employer is 17.4% of the income, please read details here.

How to create a company in Bulgaria

The process of establishing a limited liability company is fairly easy for locals who are familiar with the procedures. The application can be done via Internet however the web platform is only available in Bulgarian language the person applying would need to have a digital signature certificate. In addition, the applicant needs the proper set of documents signed, a bank account in a Bulgarian bank with the registered capital deposited and finally – to pay the government fee.

 

We, at Olsen and Partners, set up companies on behalf of our clients; we have an in-house attorney who takes care of all the documentation and the submission.

 

How does it work?

 

  1. Once you decide to create a company in Bulgaria, we need a digital (scanned) color copy of the passports of the intended owners, as well as a digital color copy of the manager’s passport, if different than the owners; the name of the company you wish to use (we will verify, if it is available); the amount of the registered capital; the activities you wish to have listed in the articles of incorporation and the registered address. If you don’t currently have an office in Bulgaria or you don’t plan on leasing one in the near future we can help you with our virtual office service. Please note that this is not a service we offer to the general public but only for clients who have a long term monthly subscription accounting service contract with us. We will provide you with a registered office for a nominal monthly fee once you become our client. If you would like to know more about our registered office service please contact us.
  2. Once you email us the above documentation, we will prepare the application documents in a timely manner.
  3. The owners and the manager need to sign all the documents. Two of the documents must be signed by the manager in front of a notary. You have three options: a) To sign in front of the notary in Bulgaria. In this case the manager of the company will also open the bank account. We can arrange everything for you to be done in one day. b) To sign in front of a Bulgarian consulate in your home county. This is good option if you live in a city where Bulgaria has an embassy / consulate or nearby. We can arrange for you an appointment at the Consulate. Please check here if there is an Embassy or Consulate in your city. c) To sign in front if a notary in your home country and to have an Apostille on the documents. Please check here what Аpostille is. Then we need to legalize the documents in Bulgaria which takes additionally up to 10 days and costs about EUR 70.
  4. The owner must open a bank account in a Bulgarian bank and to deposit the registered capital (minimum EUR 1). If you are not present in Bulgaria we can do this with a Power of Attorney.

 

Once you arrange the set of all the documents to be signed as we described above all you need is to send them to us via email. We will take care of the rest for you. You will have your company ready within 5-7 business days. If you need a Certificate of Good standing please let us know.

 

We would then need a Power of Attorney to represent a company in front of the tax authorities. It should be signed by the manager before a notary, please see p. 3 above, the same options are available. This POA cannot be done before the company is registered in the Trade register. We cannot file for EU VAT number on your behalf without this POA. The same for the company bank account: if you need one in Bulgaria you should come here or send us notarized POA after the company is registered. It cannot be done prior to registering the company. Here you can find more information about Bulgarian banks and how to open bank account in Bulgaria.

How to open a commercial representation office in Bulgaria?

This is relatively easy process if you have all required documents, some of them with Apostille. You can find more about that here. If you have any doubts please contact us, your questions doesn´t bother us.

If we are two partners in the company but only one of us is a manager and the other only receives dividends, do we both need to pay social contributions?

No, only the manager will pay.

Is it easy to close the company? What is the process and how much does it cost?

The cost depends on what kind of activity you have had in the past, how many employees, etc. Generally it takes minimum of 6-8 months but it could take longer. Also you might face a tax audit. The minimum cost would be EUR 800 if you haven’t had too much activities in the past.

Is there a definition of beneficial owner in domestic law/jurisprudence?

A beneficiary of an income for the purposes of applying DTATs is a natural or legal person that: (i) has the right to dispose of the income, (ii) is bearing the risk of the activity by which the income is realized and (iii) is not a company which is designed to direct the income.
A company which is designed to direct the income is a company which: (i) is controlled by natural or legal persons which would not have had the same tax preferences if the income was realized by themselves, (ii) has no economic activity other than management of the assets by which the income is being realized and (iii) does not have at its disposal assets, capital or manpower which is adequate to its economic activity or does not have control over the assets by which the income is realized.

Power of Attorney in Bulgaria

The power of attorney (PoA) is used in Bulgaria when there is a need to appoint a person (natural or legal) to perform legal actions on behalf of another person called “the principal” (the person who issues the PoA). This type of document can be particularly useful for foreign entrepreneurs who have businesses in Bulgaria but cannot be in the country to sign important documents. It is recommended that the appointed individual is trustworthy because the legal actions which are performed on the basis of the PoA have direct legal effect in the legal sphere of the principal. In other words – the principal is deemed obliged by the legal actions of the representative. For some legal actions the appointed person must be an attorney-at-law. For others, the PoA must be explicit, meaning that it should contain the specific and concrete actions which the representative might perform (differentiating it from the general PoA which contains phrases such as “… shall be deemed empowered to perform all legal actions which are considered necessary and appropriate …”). In some instances the power of attorney in Bulgaria must be notarized in order to be deemed valid.

Our company formation experts in Bulgaria can help you with any legal procedures and provide you with support concerning the drawn up of a power of attorney and notarizing it when necessary.

The content of a power of attorney

The empowered person may receive the right to perform any legal actions on behalf of the principal. The content of a power of attorney is thus adjustable according to the specific needs and nature of the concrete transaction or the specific type of business which is conducted in Bulgaria. A power of attorney might be issued as a general one or may serve only for a specific purpose – e.g. concluding a contract. Therefore, in Bulgaria, individuals may choose to draw up a general type of PoA that allows them to appoint a person that shall administer their affairs when they will no longer be able to do so.

In general, a Bulgarian PoA includes the rights for: extrajudicial representation, representation before all courts of law or arbitral tribunals (the representative must be an attorney-at-law) and any administrative authorities, entering into agreements, including arbitration agreements, entering into settlements, receiving and issuing payments, securities, dealing with matters regarding debt collection and litigation in Bulgaria, representation in inheritance matters and even representation in criminal matters (the representative must be an attorney-at-law).

Drawing up a power of attorney

A power of attorney in Bulgaria must contain complete and correct identification information regarding the empowered person as well as the principal. It must also contain the place and date when it is issued. It should be borne in mind that the document should contain only the principal’s signature but not of the empowered person. As already mentioned, the signature should be notarized in some rather frequent cases. The easiest way when the latter is needed is to sign the document before a Bulgarian notary or a Bulgarian consulate in your home country. However, it must be underlined that when the document is to be notarized before the Bulgarian consulate, the document has to be drawn up in Bulgarian language. If any of the aforesaid actions cannot be performed for some reason, you may sign the PoA before a notary in your home country but in this case you will need to perform additional actions to legalize it in Bulgaria. However, this option will take some weeks or months (depending on whether an Apostille stamp might be put on the document) and you will entail additional costs. Read here more about what Apostille is.

If there are no provisions in the document stating otherwise, a power of attorney’s effect will not expire until the death, loss of capacity to act (due to mental illness) or the termination of the legal entity of either the principal or the empowered person.. However, the power of attorney might be revoked at any time at the sole discretion of the principal. A time-limited power of attorney might also be issued for affairs that have a limited duration.

If you want to open a Bulgarian company, a power of attorney is the tool you need in order to empower another person to deal with all incorporation procedures, including any necessary banking activities.

For any matters regarding company registration in Bulgaria, please feel free to contact our experts.

Which is the best form of a company?

Depends on what is your activity, usually for small businesses and startups “limited liability company (Ltd.)” is the best option.