Bulgaria OOD Limited Liability Company Formation

A Bulgarian Druzhestvo s Ogranichena Otgovornost (OOD) is a widely used limited-liability company for local businesses and foreign-owned subsidiaries. A single-owner version is an EOOD. The form is accessible and inexpensive to capitalise, but the low statutory capital should not be confused with the funding actually required to establish a credible operating business.

For an international founder, ownership, management, activity, VAT, accounting and banking should be designed together rather than addressed sequentially after registration.

The statutory capital is deliberately low

Bulgaria's Registry Agency guidance states that an OOD requires at least two founders, while an EOOD has a single capital owner. It also identifies BGN 2 as the statutory minimum capital for an OOD.

If capital above the minimum is chosen, the required paid-up amount before registration needs to be respected. In practice, the commercial funding of the business should be determined by its operating needs rather than the nominal legal minimum.

The manager and constitutional documents matter

The formation file includes the company agreement or constitutive act, manager appointment and acceptance, specimen signature and evidence relating to the paid capital. The manager's role should reflect who will actually conduct and represent the Bulgarian business.

Where the shareholder is a foreign company, corporate approvals, ownership evidence and translated or legalised documents may need to be coordinated before filing.

Registration is only one layer of the operating setup

Commercial Register entry establishes the company, but VAT, accounting, payroll, employment, sector licences and banking may still need to be implemented. The exact requirements follow the activity and expected transactions.

Foreign-owned businesses should also consider how management, funding and related-party dealings will be documented so that the corporate, banking and tax records remain coherent.

How Coutts Consultants approaches a Bulgarian OOD

We begin with the ownership, activity, management and funding plan before coordinating the Bulgarian formation documentation, KYC, capital evidence and Commercial Register process.

After registration we identify VAT, accounting, payroll, licensing and banking workstreams applicable to the business. The aim is a Bulgarian company configured to operate, not merely a company registered with the statutory minimum capital.