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A client asked ARG to register a Bulgarian company, but the work also involved ownership, governance, banking, the registered address and internal documents. ARG kept those arrangements aligned through incorporation and subsequent Trade Register changes. When a bank, counterparty or authority reviewed the company, its documents presented consistent information.
Company law determines who owns a business, who can act for it and how decisions become legally effective. Registration creates or records the chosen structure; it does not by itself settle banking, tax, licensing or the rules between owners. Whether you are starting, acquiring, changing or closing a Bulgarian business, the documents should reflect how it will actually be funded and managed.
ARG can help you:
Choose who will contract, own assets and owe debts: a separate Bulgarian company or the foreign parent through a branch. Match representative or non-profit forms to their restricted purposes.
Separate legal ownership, manager signing authority and ultimate beneficial control. Agree voting, funding, reserved decisions and exit before investors commit.
Corporate decisions, signature formalities, foreign documents and registry entries must support the same result. Bank identification and source-of-funds review remain separate.
Budget for accounts, tax, UBO and company changes. Capital reduction, restructuring and liquidation need their own creditor, approval and timing analysis.
A business 'vehicle' is the legal structure through which the activity is carried on. The practical question is who will sign contracts, own assets, employ staff and owe debts: a new Bulgarian company or an existing overseas company operating through a branch. Decide that before preparing a registration form.
A Bulgarian EOOD has one owner; an OOD has two or more. These forms create a Bulgarian legal person that can contract, employ staff and build its own commercial record. The Commercial Act (Търговски закон, ТЗ) governs their constitutive documents, managers, participation interests, branches and later transformations. The founding document or articles set the company's basic rules. The manager appointment identifies who represents it. An owner and a manager may be the same person, but ownership and authority to sign are different roles.
The Registry Agency identifies application A4, constitutive documents, manager appointment and consent declarations, together with supporting declarations, as core material for an OOD or EOOD filing. Under art. 117(1) of the Commercial Act, the minimum capital has been EUR 1 since 1 January 2026. The statutory minimum must be paid before registration. If the subscribed capital is higher, art. 119(1), items 4 and 5 require payment of at least 70 per cent while still meeting the statutory minimum. Commercial Act, arts. 117 and 119
Nominal capital and business funding solve different problems. A company with the legal minimum still needs money for premises, professional permissions, staff, stock and the period before customers pay. Decide whether further funding will be capital, a shareholder loan or another lawful contribution, and document its terms. For an existing company, also check the euro-converted capital against its constitution: automatic register conversion does not itself rewrite the articles.
A ready-made company is an existing company whose ownership you acquire. Unlike a newly formed company, it already has a history that must be checked. 'Due diligence' means investigating that history and the documents supporting it: previous activity, debts, filings, contracts and authority. The time saved on formation should be weighed against the work needed to understand what you are buying, document the transfer and update the public record.
A Bulgarian branch of a foreign company keeps the operation within the foreign legal person. A foreign person entitled to conduct business under its home law may establish a branch under the Commercial Act; the branch is not a separate subsidiary, and the foreign company remains the contracting and liable legal person. A subsidiary may better suit local investment, separate contracting or the need to contain the Bulgarian business’s liabilities.
The Commercial Register and Register of Non-Profit Legal Entities Act (Закон за търговския регистър и регистъра на юридическите лица с нестопанска цел, ЗТРРЮЛНЦ) governs the electronic register and the consequences of registration. Under Articles 2, 6, 10 and 11, registrable particulars are public, and good-faith third parties can rely on registered or announced matters. Banks, customers, investors and authorities will assess the structure against this public record.
A registered address or virtual-office arrangement provides the company's official correspondence point. It does not show where staff work or management decisions are actually made. For cross-border operations, assess those facts and the tax consequences separately; having a Bulgarian address does not resolve the company's obligations in other countries.
A trade representative office registered with BCCI is not a legal person and cannot conduct its own business activity under Article 24 of the Investment Promotion Act. It suits genuine representation and liaison, with separate parent-company history, premises and possible residence requirements. A non-profit association is membership based; a foundation dedicates property to a non-profit purpose. Neither distributes profits, and public-benefit status brings special governance and reporting rules. These forms should be selected for their permitted functions. Representative-office status; Non-Profit Legal Entities Act.
For a foreign group, the distinction affects where contracts and liabilities sit. A Bulgarian subsidiary signs in its own name, while a branch acts within the overseas parent’s legal personality. Review parent guarantees, intercompany funding and the actual allocation of functions alongside the incorporation documents. A company’s Bulgarian registration does not by itself move an owner’s personal tax residence, grant immigration status or remove obligations where management and staff remain abroad. Those facts belong in the relocation plan from the outset.
Use Company Registration Bulgaria or Remote Company Formation Bulgaria for a new EOOD or OOD, Foreign Branch & Subsidiary Setup for an existing overseas business entering Bulgaria, and Ready-Made Company Bulgaria for an acquisition following review of the company’s history. ARG can then prepare the ownership, governance, address and onboarding documents for the selected route.
Confirm owners, managers, signing powers, address and intended activity before formation or acquisition. These details must agree across the corporate documents, Trade Register application, ownership evidence and bank onboarding records. Discrepancies can delay the transaction or prompt questions in a later review.
For formation, settle the founders, manager, name, registered address, activity, capital and signing arrangements. Governance is the agreed system for making decisions: which decisions a manager can take and which need owner approval. For several owners, discuss further funding, sale of an owner's interest, disagreements and exit before signing.
The articles form part of the company's formal rules. A shareholders agreement can record additional commitments between the owners, but must be coordinated with the articles and applicable law. A 'reserved decision' needs specified owner approval; 'deadlock' means the required agreement cannot be reached. These terms matter because an otherwise functioning business can be unable to approve funding or a sale when owners disagree. Articles & Shareholders Agreement, Registered Address & Virtual Office and Corporate Documents & Certificates address these setup requirements.
Remote formation requires a document-specific signature plan. The owner’s authorisation, the manager’s consent and signature specimen, and an overseas company’s own decision serve different legal purposes. Under Article 114(2) of the Commercial Act, a representative concluding the company agreement requires express authority with notarised signature. Check foreign authentication and Bulgarian translation before sending originals. For bank onboarding, prepare an ownership chart, business explanation, expected countries and payment flows, source-of-funds evidence and the bank’s required identity documents. The bank performs its own customer review, including any personal or video identification.
Before acquiring a ready-made company, examine its activities, liabilities, authorised representatives, documents and public particulars. The Commercial Act prescribes the form and registration process for the share transfer. Changes to ownership, management or constitutive documents require the appropriate corporate acts and register filings. This review identifies inherited liabilities or gaps in the record that need resolution before acquisition.
A shareholder is the person or company directly holding the interest. A beneficial owner, often called a UBO, is the natural person ultimately owning or controlling the structure. If a foreign company owns the Bulgarian company, naming that foreign company alone does not explain who controls the chain. This is why bank KYC ('know your customer') and beneficial-owner work can need documents beyond the Bulgarian register extract.
Under the Anti-Money Laundering Measures Act, identify the natural persons who ultimately own or control the structure. The statutory test includes direct or indirect ownership indicators of at least 25 per cent and control by other means; a percentage is not the only route. Article 63(6) provides an exception from duplicate registration for relevant natural owners already visible in the specified registers, but it does not remove the underlying identification and record-keeping duties. Analyse the chain, then decide whether a separate B7 filing is required.
The pre-filing pack should establish:
If no naturally appointed legal representative permanently resident in Bulgaria is recorded in the relevant register, Article 63(4), item 3 addresses a resident contact person for the beneficial-owner information. That contact is not automatically a shareholder, director or nominee owner. Decide the applicable registration requirements from the actual representation and residence facts, and obtain valid contact arrangements and supporting declarations before filing.
A straightforward ownership and governance arrangement may need formation work alone. Foreign corporate owners, several shareholders, remote signatories or an acquisition can require Company Registration Bulgaria or Ready-Made Company Bulgaria to be coordinated with Share Transfer & Ownership Change, governance documents, address support and beneficial-owner analysis. The scope should resolve any document gaps before filing or bank review.
Tell us where you live, how your business works and what you want to change. We will help you identify the questions to resolve and the next steps to consider.
Separate the decision from the filing. Owners may decide to replace a manager or change the registered address, but the signed resolution and the public register are different records. The required documents and filing give effect to, and publicise, the change under the applicable rules. A signed decision should not be treated as proof that every later step is complete.
Under Articles 6, 10, 11 and 13 of the Commercial Register Act, a registrable circumstance or declarable act must ordinarily be filed within seven days after it occurs or is adopted, unless another law sets a different period. Registration also has a commercial consequence. Good-faith third parties may rely on registered or announced matters, while an unregistered matter is generally treated as non-existent against them. This is why a bank may continue to rely on the registered manager, or a counterparty may question authority, even where the owners have already signed an internal resolution. Commercial Register Act
A manager replacement needs the competent owner decision, the incoming manager’s notarised consent and specimen, declarations and the register application. An OOD interest transfer also needs its own contract with simultaneous notarisation of signatures and content under Article 129. Entry of an external buyer brings admission and relevant employment-debt conditions. Where ownership and management change together, coordinate transfer approvals, payment, registration, bank access and delivery of records. Buying all the interests does not itself dismiss the previous manager or revoke every old power of attorney.
A share transfer changes who owns the company; it does not close the company. A capital change changes its formal capital and may affect funding, ownership proportions and creditor protection. A restructuring may change how businesses or assets are organised; statutory transformations follow Chapter Sixteen of the Commercial Act. Liquidation is the process of winding up assets and liabilities before deregistration. Stopping sales or closing a bank account is not the same as completing liquidation.
For example, an owner retiring from a solvent business with a continuing buyer needs an ownership transaction and handover plan. If the business is closing, liquidation instead collects receivables, settles creditors, realises assets and distributes the lawful remainder before deletion. Ordinary liquidation has a minimum six-month creditor period measured from publication of the invitation. The fast procedure under Article 274a requires cumulative inactivity, employment, VAT, debt and proceeding conditions and has a separate three-month distribution period. Neither is a promised end-to-end completion time; insolvency requires its own route.
Assess the change in this order:
Cross-border projects need an additional distinction. The Court of Justice of the European Union held in Polbud – Wykonawstwo sp. z o.o., Grand Chamber, judgment of 25 October 2017, Case C-106/16, ECLI:EU:C:2017:804, that Articles 49 and 54 TFEU can protect an EU company’s transfer of registered office for conversion under another Member State’s law, even where its economic activity remains in the original Member State. That judgment matters because a genuine EU conversion is not accomplished by changing a Bulgarian address, registering a branch or filing a new subsidiary. It does not determine Bulgarian procedure, creditor protection, tax consequences or regulated-sector permissions, and it does not create a post-Brexit UK to Bulgaria mobility route. CJEU judgment in Polbud
ARG can scope the instruction once the event and its consequences are clear: a register update, ownership transaction, capital change, restructuring or closure. Each route requires its own approvals, documents and timetable.
Beneficial-owner records must follow the actual ownership and control position. Review them after a share transfer, investor round, manager change, reorganisation or change in a foreign corporate owner, and retain evidence of how each identified person ultimately owns or controls the Bulgarian company.
Articles 61 and 63 of the Anti-Money Laundering Measures Act require accurate and current beneficial-owner information, supporting records and the applicable registration. An overseas holding company is an intermediate owner, not the final natural-person answer. Voting arrangements, appointment powers or other control rights may change the analysis even where share percentages remain unchanged. Senior-management identification is a conditional fallback after the prescribed attempts to identify the ultimate owner; it is not permission to nominate a convenient person.
Keep a dated ownership chart showing each company in the chain, the interests held and the people ultimately owning or controlling it. Support each link with the relevant records. The founding instrument or articles, share register or transfer documents, shareholder decisions, foreign corporate records, Trade Register data and KYC material should agree. Discrepancies may prompt a bank, counterparty or authority to seek clarification. Review changes to voting power, appointment rights or other control for UBO consequences when drafting the governance documents.
For an ownership-chain change, the evidence commonly includes:
Check foreign-document formalities before filing or bank review. A registry extract, board resolution or power of attorney may require translation or further formalities depending on its origin and the receiving body’s requirements.
The Registry Agency also publishes specific guidance for a beneficial-owner discrepancy notice. After service of its written notice, the entity must act within seven days by applying either to change the registered circumstances or to seek deletion of the notice, with the Article 63(4) declaration and documents supporting the classification under paragraph 2 of the supplementary provisions to the Act. This is administrative guidance on responding to a discrepancy notice. It is not a complete description of every initial registration or continuing AML duty. Registry Agency discrepancy-notice guidance
After an ownership change, update the bank’s customer file as well as the register. The statutory exception from a duplicate beneficial-owner entry does not oblige a bank to dispense with customer identification or source-of-funds enquiries. Retain dated evidence of the chain and the reasons for the control classification. Where a resident AML contact is required, confirm that the person’s address and authority remain current when directors or representation arrangements change.
Map recurring reporting, accounting, audit, tax and cross-border obligations when the company starts operating. Assign responsibility for records and consider where management decisions will be taken; both affect ongoing compliance and preparation for later restructuring or exit.
The Accountancy Act (Закон за счетоводството, ЗСч) governs accounting and the separate framework for annual financial-statement publication and independent audit. The Corporate Income Tax Act (Закон за корпоративното подоходно облагане, ЗКПО) governs the corporate-tax return considered here. They should not be collapsed into one annual task.
According to the National Revenue Agency, the annual corporate-tax return under Article 92 is submitted electronically with a qualified electronic signature from 1 March to 30 June of the following year. The annual activity report is also filed with the NRA. An entity with no activity in the Accountancy Act sense generally does not file the Article 92 return, but the NRA specifies exceptions where corporate tax or tax on expenses is due, or the taxpayer wishes to declare other data or circumstances. The no-activity exemption for the annual activity report is separate. 'No sales' should not be used as a substitute for the statutory no-activity assessment. Neither exemption decides financial-statement publication, VAT, payroll, licences or other company duties. NRA Article 92 filing rules NRA corporate-tax guidance
Financial-statement publication is a separate obligation from the tax return and statistical activity report. Under the Accountancy Act, the ordinary annual accounts publication deadline is 30 September of the following year; apply the relevant rules for the entity and reporting period, including statutory no-activity treatment. Keep the adopted accounts, approval evidence and filing receipt. An accountant’s submission to the revenue authority is not proof that the company has published its accounts in the Commercial Register. Accountancy Act: annual reporting and publication.
Whether audit is required is also a separate assessment. The Accountancy Act identifies categories that require audit, including small enterprises exceeding at least two statutory indicators and other specified entities. The applicable classification and indicators should be tested for the relevant accounting period rather than assumed from the company’s initial capital or its first months of activity.
A registered address does not establish where the company’s management, staff or business activity are located.
A registered or virtual office supports correspondence. Cross-border analysis also examines where strategic decisions are made, people work, contracts are negotiated and assets are used. Those facts may create taxable or regulated presence and require corporate, tax, employment, immigration or sectoral advice. They also inform the choice between a Bulgarian subsidiary, branch, overseas parent relationship or later restructuring.
Before an investment, transfer or exit, provide ARG with the current constitution, register record, ownership chain, management powers, accounts, funding agreements and a description of actual operations by country. Identify the planned event and any contractual consent, licence or creditor issue that could determine its sequence. ARG coordinates the corporate documents and filing with bank, tax and operational steps so the registered result can be used in the business, rather than remaining an isolated public entry.
The general deadline for updating constitutional documents following euro conversion is 31 December 2028. An earlier update is required when the constitution is amended on another ground, such as an ownership, name or capital change affecting its mandatory content. Filing annual accounts, a UBO change or another entry that does not amend the constitution does not alone create that earlier trigger. Check the register amount, individual interests and voting proportions before approving the consolidated document. Registry Agency guidance of 3 September 2026.
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