We help founders choose the company structure, prepare the incorporation file and coordinate registration and the initial administrative steps.
A client came to ARG unsure how to translate plans for a Bulgarian company into registration documents. The key decisions concerned ownership and management, but those decisions needed to appear consistently across the corporate records, filing and supporting evidence.
ARG organised the documents around those decisions and created a single checklist that kept the instructions consistent throughout the work. The same preparation matters whether you are establishing an EOOD as a sole owner or an OOD with multiple partners. The company form, name, address, capital, managers and business activity all need to be settled before filing.
ARG can help when you need to
Choose one-owner EOOD or multi-member OOD, agree the shares and identify who approves key decisions. Separate ownership from management and external representation.
Check the proposed company name and exact Bulgarian seat/address. Align those details across the constitution, decisions and application.
Ordinary LLC minimum capital is €1, with shares from €0.01. If capital exceeds the minimum, meet the pre-registration payment rule and document any unpaid balance.
Prepare the manager’s consent/specimen, declarations and foreign-founder evidence. Identify any licence and VAT issues relevant to the intended business before launch.
An EOOD and an OOD are Bulgarian limited liability companies governed by the Commercial Act. EOOD means one person owns the entire capital; an OOD has two or more members. The owner can be an individual or a legal entity. The company has its own assets, contracts and obligations, separate from those of its members. Share ownership and management are separate roles: the owner chooses the manager, but does not automatically obtain every external signing power simply by owning a share.
The legal difference is not cosmetic. It determines who owns the company, how the founding act is structured, and who exercises the powers that would otherwise belong to the general meeting.
For an OOD, the founding document is built around multiple partners and their agreed shareholdings. That is the right form when the business will have more than one investor, founder, or controlling person, even if one person is the main financier. For an EOOD, one person is both the sole owner and the person who makes decisions within the competence of the general meeting. The EOOD model is therefore the natural choice when the client wants a sole-owner setup and does not need a second partner for governance or capital structure.
This distinction matters because it affects control, decision-making, and the way the company is documented from day one.
For a foreign founder, the useful comparison is functional. An EOOD records one owner’s corporate decisions; an OOD requires rules for several members to decide, fund the business and resolve disagreements. A sole owner can appoint another person as manager, and several owners can agree on one or more managers. Decide who may sign alone and whether joint representation is needed. Internal approval rules and the registered authority shown to third parties should be drafted with their different legal effects in mind.
If the ownership model is unclear, everything else becomes unstable. The deed, the application, the manager appointment, and the supporting identity data all depend on whether the company is an OOD or an EOOD. That is why the service begins with corporate design, not just form filling.
For a client, the practical question is simple. If you are setting up a company alone, the EOOD route is usually the correct legal frame. If you are building it with partners, you need an OOD. ARG’s work is to translate that business decision into the right founding structure so the registry file is consistent from the start.
Before filing, the company’s name, registered office, capital structure, and management powers must all be fixed, because the Commercial Register filing is built from those facts rather than used to discover them later. The Bulgarian Commercial Act (Търговски закон, TZ) and the official model incorporation documents require the founding information to be complete and internally consistent before registration. Official model deeds
The name must end with OOD or EOOD, and name clearance is not an afterthought. The official materials treat another person’s prior rights to the same firm name as a registration barrier, so the question is whether the chosen name can pass before the application is filed, not after it is rejected.
The registered office and management address must also be stated with full detail. That means more than a city name. The filing expects the country, settlement, postal code, region, municipality, and the specific address elements where relevant, such as street, number, block, entrance, floor, apartment, or office. A reference to Sofia alone is not enough for the package.
Since 1 January 2026, Article 117 of the Commercial Act sets the ordinary OOD/EOOD minimum capital at €1 and the minimum share value at €0.01. The amounts allocated to members must reconcile with the total capital. These nominal requirements do not establish how much cash your business needs to operate. Prepare a separate budget for premises, professional costs, staff and working capital, and decide which funding is capital and which is a documented loan or other lawful contribution.
The managers and their signing powers must also be decided in advance. The deed has to identify who manages and represents the company, and if there are two or more managers, the filing must say whether they act jointly, separately, or jointly and separately. That is a mandatory filing point, because the registry needs to know who can bind the company toward third parties.
These items are not operational preferences that can be left open for later. They determine whether the deed and the application can match each other. If the name, address, capital, ownership split, or signing authority is inconsistent, the file is not ready.
In commercial terms, this is the point where a client either has a coherent company plan or still has unresolved decisions. If the plan is coherent, ARG can turn it into a clean registration package. If it is not, the better step is to resolve the corporate choices first, because the registry application will reflect those choices exactly.
Before signing, approve a single schedule of the company name, seat, full address, owners, capital allocations, manager and representation. Check identity documents and transliterations against that schedule. If a founder is a foreign company, obtain evidence of its existence, representatives and decision to establish the Bulgarian entity. This prevents a common practical problem: a valid foreign corporate document describing a different name, signatory or investment from the one in the Bulgarian formation package.
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.
Articles 117 and 119 of the Commercial Act require at least the statutory minimum capital to be paid. If the agreed capital exceeds €1, at least 70 percent must be paid before registration, while the statutory minimum must still be met. Under Article 115(4), the constitution sets the terms for the remainder, with a maximum period of two years from registration. For example, a €10,000 capital requires at least €7,000 paid initially under this rule. The remaining obligation belongs in the corporate documents and must be tracked separately from operating expenses.
This is not a general permission to delay payment whenever it is convenient. It is a specific incorporation structure that must be documented from the start. If you want to use it, the founding deed must say how much is paid on incorporation and how the remaining balance will be called up later. The registry filing then relies on that deed, so the payment plan cannot be left informal.
For a client, the choice is commercial as much as legal. Full payment gives the cleanest capital position and avoids later tracking of unpaid balance. Deferred payment can help when the founders want to preserve cash at the start, but it also creates an obligation to monitor the two-year outside limit and the unpaid amount terms in the deed. If the plan is weak, the company may be registered but still carry an internal funding problem from day one.
ARG would first check whether deferred funding is actually useful for your structure. If the company needs only nominal capital and there is no reason to stage the payment, full payment is usually simpler. If the founders want to pay in stages, the deed must be drafted so the payment mechanics are internally consistent and match the incorporation file.
The practical evidence question is straightforward. ARG needs the agreed capital amount, the share split, and the founders’ decision on whether the unpaid balance is intentional or not. Without that, the deed cannot safely state the payment terms. A client in a single-owner setup should also consider whether a deferred capital structure serves any real purpose, because the paperwork burden exists even when the economic benefit is small.
The key point is that deferred capital is a permitted route, not the default route.
A useful decision rule is this. If you can fund the capital now, pay it in full and remove one variable. If you need staged funding, record the unpaid balance clearly, respect the 70 percent floor, and build the two-year deadline into the company’s internal schedule from the beginning.
Article 119(3) of the Commercial Act addresses evidence of licences or permissions where required for the registration of the relevant regulated activity. The practical sequence depends on the sector: identify the exact services, customers and operating model, then establish which approval is needed at formation and which authorisation is needed before trading. A broad objects clause does not itself authorise a regulated service. Equally, describe the applicable sector procedure accurately rather than assuming every licence follows one identical sequence.
This rule affects timing. If the planned business is ordinary commercial activity, the company can usually be formed first and then begin operations within the scope of its objects clause. If the business falls into a regulated sector, the registration file cannot substitute for sector approval. The licence or permit has to exist first, because the registry is not the place where that regulatory permission is created.
That distinction is important for cross-border founders who assume they can form the company now and sort the regulatory paperwork later. For an unrestricted activity, that may be correct. For a regulated activity, it is not. The company may exist legally, but it cannot be registered for that regulated line without the underlying authorisation. This is the difference between a corporate filing and a sector permission.
Describe the activities in ordinary commercial terms before selecting legal wording: what the company sells, who its customers are, whether it handles client money or assets, whether it employs staff, and whether work takes place in regulated premises. These facts determine which regime needs investigation. A consulting label does not settle the position if the actual service includes regulated investment advice, payment services or another licensed activity. ARG coordinates the corporate plan with the relevant specialist review and authority requirements.
A practical example helps. If a founder wants to set up a company in Sofia for general consulting, that is a normal incorporation issue. If the founder wants the company to provide banking or investment-intermediation services, the incorporation cannot be treated as a simple paperwork exercise. The regulatory file must be solved first, or the company risks being formed with a business purpose it is not yet authorised to pursue.
ARG’s role is to identify whether your intended activity belongs in the unrestricted category or the regulated category, and then sequence the file accordingly. That means aligning the objects clause, the deed and the supporting evidence with the actual business model. It also means warning you when the activity description is too broad to be useful or too narrow to support the planned operations.
For most founders, the real decision is not whether to put an activity in the deed. It is whether the activity can lawfully start once the company is registered. If the answer depends on a permit, that permit must be part of the setup plan before filing, not after.
Initial registration of an OOD or EOOD is filed on Form A4, and the filing data must match the founding document exactly. The official instructions for A4 say it is the application for registration of circumstances relating to a limited liability company, and the form materials require the relevant identity data for the founders or owner and the company details that belong in the registry record. The 2026 instructions also make clear that the filing is identity driven and that the EOOD owner field is a specific data point. A4 form A4 instructions
The registration file is not just a form. It is a consistency check. The name on the application must match the company name in the deed, including the required OOD or EOOD ending. The owner or partner details must match the incorporation document. The management information must match who is appointed to manage and represent the company. If the deed says one thing and the application says another, the filing is exposed to rejection or correction requests.
The official materials also confirm that the company identifier field is left blank for the initial registration of the trader. That matters because it shows the filing sequence. The identifier is created through the registration process, not inserted beforehand as if the company were already registered. The applicant therefore has to present a clean founding package rather than a partially completed record.
ARG coordinates the founding document, owner or member decisions, manager’s notarised consent and signature specimen, the required declarations, capital evidence and A4 application. For a foreign corporate founder, include the appropriate existence and representation documents and its decision to participate. Under Articles 13 and 15 of the Registry Act, identify the proper applicant and authority separately from the person helping to prepare the file. Arrange accepted translations and authentication before signatures are obtained.
For a client, the preparation step is usually the difference between a smooth submission and a file that has to be corrected. Before filing, you should be able to confirm three things. First, the founding act is final. Second, the identity data in the application matches the deed. Third, the management and representation powers are stated exactly as intended. If one of those points is still open, the better next step is to resolve it before the application goes in.
Under Article 19(3) of the Registry Act, initial trader registration is examined by the end of the following working day, subject to the statutory instructions procedure. That period concerns a filed application; bank preparation, foreign documents and signatures take place beforehand. Monitor the application after filing. Missing documents or fees may produce instructions under Article 22(5), while a refusal has separate correction or appeal routes. After entry, verify the company’s EIK, owners, manager and representation against the approved documents.
Agree bookkeeping, invoice details, payment access and the first tax decisions before issuing or receiving significant business invoices. The NRA’s VAT guidance identifies the general annual domestic-turnover threshold above €51,130 and separate triggers under Article 97a. Receiving certain cross-border services or supplying qualifying B2B services to another EU state can require analysis before that turnover is reached. Give the accountant the contracts and first payment dates, including advances; turnover alone is not the full VAT test.
Assess whether a separate beneficial-owner filing is required under Article 63 of the AML Act, then complete bank onboarding with the same ownership information. Registration supplies a company identity, not an owner’s residence permission or a completed operating-account decision. Where a founder also relocates, coordinate those procedures with the corporate project. Keep the final incorporation file available for future investor, bank and registry requests and document how ongoing correspondence will reach the manager.
Compare the related procedures in this category, including their requirements and the stage at which you need them.
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