Starting a business in Bulgaria is an increasingly attractive option for both local and foreign entrepreneurs. The country offers a favorable economic environment, low taxes, and access to the European Union market. Whether you are considering establishing a limited liability company or a sole proprietorship, Bulgaria has a range of company formation options that suit different business needs. This guide will walk you through the essential steps, benefits, and considerations involved in setting up a business in Bulgaria.
- Business Structures in Bulgaria
Bulgaria offers several types of business structures for those wishing to set up a company. The most common options include:
Limited Liability Company (LLC or OOD): The most popular type of company in Bulgaria, ideal for small to medium-sized businesses. It requires at least one shareholder and one director. The minimum capital requirement is 2 BGN (approximately 1 EUR), making it an affordable option for entrepreneurs. The liability of shareholders is limited to the capital they have contributed.
Sole Proprietorship (ET): This is the simplest form of business registration. It is suitable for self-employed individuals or small business owners. There is no minimum capital requirement, but the owner is personally liable for any debts or obligations of the business.
Joint Stock Company (AD): This type of company is often used by larger businesses or those planning to list on the stock market. It requires a minimum capital of 50,000 BGN (approximately 25,000 EUR) and must have at least one shareholder and one director. The liability of shareholders is limited to the amount of their contributions.
Branch of a Foreign Company: Foreign businesses can also establish a branch in Bulgaria. This is essentially an extension of a foreign company and does not require a separate legal entity. However, the foreign company must provide full liability for the branch’s operations.
Partnerships (OOD, EOOD, or SOD): Partnerships allow two or more individuals to share the responsibilities and profits of the business. It is most commonly used for businesses where several individuals are involved in the management and decision-making processes.
- Steps to Form a Company in Bulgaria
Establishing a business in Bulgaria is a straightforward process, but it does require a few important steps to ensure legal compliance and proper registration. Here is a breakdown of the key steps for forming a company:
Step 1: Choose the Company Type and Name
The first step is deciding on the structure of your business, whether it’s a limited liability company (LLC), sole proprietorship, or another type. Once you have selected the company structure, you will need to choose a unique name for your company. The name must not be identical to any existing business names in Bulgaria, and it must comply with Bulgarian naming regulations.
Step 2: Register the Company Name
After choosing a name, it is essential to check its availability by conducting a name search in the Commercial Register of the Bulgarian Ministry of Justice. This step ensures that the name is not already in use.
Step 3: Prepare and Submit Required Documents
For an LLC (OOD), the required documents include:
Articles of association (company’s rules)
Proof of the company’s registered office address
ID proof of the company’s directors and shareholders
Bank statement confirming the deposit of the minimum capital (if applicable)
The formation documents must be signed by the Bulgaria company formation founders (directors and shareholders). You can file these documents online through the Commercial Register or submit them in person at the relevant government office.
Step 4: Open a Company Bank Account
Before submitting the registration documents, you will need to open a corporate bank account in a Bulgarian bank. A minimum deposit of 2 BGN is required for an LLC (OOD). This account will be used to store the company’s capital, and proof of the deposit will need to be submitted as part of the registration process.
Step 5: Register the Company with the Commercial Register
After gathering all the necessary documents, the next step is to officially register the company with the Commercial Register at the Bulgarian Ministry of Justice. You can do this either online or in person. The registration process is usually completed within 2-3 business days, though it can take longer if there are any discrepancies or issues with the application.
Step 6: Obtain a VAT Number (if applicable)
If your company is expected to generate annual sales above 100,000 BGN, or if you plan to trade with other EU countries, you will need to register for VAT with the National Revenue Agency (NRA). After registration, your company will receive a VAT number that allows you to charge VAT on goods and services and reclaim any VAT you’ve paid.
Step 7: Register for Social Security and Health Insurance
Employers in Bulgaria are required to register their employees with the Bulgarian National Social Security Institute for social security and health insurance purposes. As an employer, you will be responsible for making contributions to the system on behalf of your employees.
Step 8: Obtain Business Licenses (if required)
Depending on the type of business you plan to run, you may need additional permits or licenses. For example, businesses in regulated industries such as healthcare, education, or tourism may require specific licensing. Ensure that you check the local requirements for your industry before you begin operations.
- Costs of Company Formation
Setting up a company in Bulgaria is relatively affordable compared to many EU countries. The costs involved include:
Company registration fees: The registration fee is approximately 160 BGN (around 80 EUR) for most company types.
Notary fees: If your documents need to be notarized (for example, signatures or articles of association), notary fees may apply, which can vary depending on the complexity of the documents.
Legal fees: If you hire a legal or accounting firm to help you navigate the registration process, there will be additional costs associated with their services. Legal fees can vary based on the complexity of the business.
Bank fees: Opening a corporate bank account may involve minimal fees, but there will be charges for maintaining the account and for banking services.
- Taxation in Bulgaria
Bulgaria has a highly attractive tax system for businesses. The key tax rates for companies are:
Corporate income tax: A flat rate of 10% on profits, which is one of the lowest in the EU.
VAT: A standard VAT rate of 20%, with exemptions for certain goods and services. Businesses exceeding the annual sales threshold of 100,000 BGN must register for VAT.
Personal income tax: A flat rate of 10% on salaries and wages.
Social security contributions: Employers and employees are both required to contribute to social security and healthcare, with rates varying based on the employee’s salary.
- Advantages of Starting a Company in Bulgaria
Low Taxes: Bulgaria offers one of the most competitive corporate tax rates in Europe, making it an attractive location for businesses looking to minimize tax liabilities.
Access to the EU Market: As an EU member state, Bulgaria provides businesses with direct access to over 500 million consumers across Europe.
Low Operating Costs: The cost of doing business, including wages, office space, and utilities, is significantly lower than in many Western European countries.
Skilled Labor Force: Bulgaria has a well-educated workforce, particularly in fields such as IT, engineering, and finance.
Ease of Doing Business: The process of registering a company in Bulgaria is straightforward and can typically be completed within a few days.
Conclusion
Bulgaria offers a highly attractive business environment for both local and foreign entrepreneurs. With its low taxes, access to the European market, skilled labor force, and low operating costs, it is an ideal location for setting up a business in Europe. Whether you are establishing a small LLC, a sole proprietorship, or a branch of a foreign company, the registration process is relatively simple and cost-effective.
By following the necessary steps and considering all legal and regulatory requirements, entrepreneurs can quickly establish a presence in Bulgaria and tap into its growing economy and market potential.…
