Why Choose Bulgaria for Company Formation?
Bulgaria offers one of the lowest entry costs in the European Union for a credible onshore entity. An EOOD is registered within one to three business days of a complete filing, for a EUR 28.12 state fee and a EUR 1 minimum capital, then operates under a flat 10% corporate tax, the second-lowest standard rate in the bloc behind Hungary’s 9%.[12] For founders who want EU standing without EU pricing, it is a strong default.
EU Membership and Market Access
Bulgaria has been an EU member state since 2007, joined the Schengen area on , and adopted the euro on at the irrevocable fixed rate of 1.95583 leva to the euro. A Bulgarian company is an EU company: it can hold a MiCA crypto-asset service provider authorisation or a payment licence that passports across all 30 European Economic Area states. This is the structural advantage offshore formation cannot match. An offshore company can be cheaper to maintain, but it grants no EU market access at all. For a MiCA CASP authorisation, the pathway from formation to a licensed, passportable entity runs through the Financial Supervision Commission (FSC),[7] and is set out in the MiCA CASP authorisation guide. Payment-institution and electronic-money licences are granted by the Bulgarian National Bank (BNB) instead.[6]
A Low-Cost Base in the EU
The headline differentiator is price. The state registration fee is EUR 28.12 when filed electronically, the minimum share capital for the standard EOOD is EUR 1, and there is no annual government licence fee for an ordinary company.[3] Unlike Estonia, where the state fee is roughly EUR 265, or the financial-centre jurisdictions where formation runs into four figures, Bulgaria’s government cost floor is close to negligible. The real Year 1 spend sits in accounting and banking, detailed in the Costs section below.
A Flat 10% Tax Model
Bulgaria applies a flat 10% rate to both corporate profit and personal income. For a trading or operating company that retains and reinvests, this is a simple, low, predictable burden. The honest figure for profit distributed to an individual shareholder is closer to 15% once the 5% dividend withholding is added, still among the lowest combined burdens in the EU.[21] The full model, including the VAT treatment of crypto services and the Pillar Two threshold, is in the Taxation section below.
Entity Types Under Bulgarian Law
The Commerce Act (Търговски закон, 1991, as amended) defines several commercial vehicles.[2] For crypto, fintech, and high-risk businesses the working choice is almost always the private limited company, the EOOD where there is a single owner or the OOD where there are two or more. The joint-stock company (акционерно дружество, AD) is the alternative, used where investors require freely transferable shares or where a specific licence sponsor prefers it. The common mistake is defaulting to an AD because it sounds more substantial; for an unlicensed holding or operating company the EOOD does everything an AD does at a fraction of the capital and governance overhead.
Definition: EOOD / OOD (дружество с ограничена отговорност): Bulgarian Private Limited Company
The EOOD / OOD is the Bulgarian private limited liability company. It is governed by the Commerce Act, requires a minimum share capital of EUR 1, and needs at least one manager (a natural person, with no residency requirement). It is eligible to hold a MiCA crypto-asset service provider authorisation, an electronic money institution or payment institution licence, and most other Bulgarian financial authorisations. The single-member form is the EOOD; the multi-member form is the OOD.
| Entity | Min. Capital | Directors / Managers | Online Registration | Used For |
|---|---|---|---|---|
| EOOD / OOD (private limited) | EUR 1 | 1+ manager (natural person) | Yes | Standard vehicle for crypto, fintech, high-risk; eligible for CASP, EMI, PI |
| EAD / AD (joint-stock) | EUR 25,000 (25% paid in) | Board (one-tier 3+ directors, or two-tier) | Yes | Investor entry, freely transferable shares, some licence sponsors prefer it |
| DPK (variable-capital company) | No fixed minimum | 1+ manager | Yes | Startup and venture vehicle introduced in 2024; capital not entered in the register |
| ET (sole trader) | None | Owner | Yes | Unlimited personal liability; not suitable for non-residents |
| Branch of a foreign company | None | Manager | Yes | Extension of an existing foreign company; not a separate legal person |
Formation Process
A Bulgarian company is registered by filing an application with the Commercial Register, operated by the Registry Agency.[1] The registry typically issues its decision within one to three business days of a complete electronic filing. The slow part of a remote setup is not the registry, it is the notarisation and apostille of the founder’s documents abroad, which extends the realistic end-to-end timeline to two to three weeks.
What You Need to Prepare
| Document / Item | Details | Notes |
|---|---|---|
| Passport copy of each founder and manager | Notarised, and apostilled if executed abroad | Sworn Bulgarian translation required |
| Power of attorney (remote formation) | Notarised and apostilled, authorising a local representative to file | Wet-ink and notarised; cannot be signed digitally from abroad |
| Company name | Pre-checked for availability on the registry portal | Cyrillic, with optional Latin transliteration |
| Registered address in Bulgaria | Lease or virtual-office agreement | Mandatory; a virtual office is accepted |
| Manager’s specimen signature | Notarised declaration | Plus declarations under Commerce Act Art. 141(8) |
| Founding act (EOOD) or articles (OOD / AD) | Drafted to the intended activity | OOD partnership agreement needs notarised signatures |
| Share capital | Amount decided, deposit method confirmed | EUR 1 for an EOOD; deposited to a capital accumulation account |
| State fee payment | EUR 28.12 electronic, EUR 56.24 paper | Paid on filing |
Preparation
Check the company name on the Registry Agency portal, secure a Bulgarian registered address (a virtual office is accepted), decide the activity codes, and fix the shareholder structure. Selecting an activity that maps to a regulated service does not by itself trigger a licence, but it signals intent to banks, so choose deliberately.
Documents and Notarisation
Draft the founding act, the manager’s notarised specimen signature, and the statutory declarations. For a remote setup, the founder signs a notarised and apostilled power of attorney abroad and couriers it to the local representative. This courier and apostille step is the single biggest driver of the remote timeline.
Capital Accumulation Account
Open a capital accumulation account (набирателна сметка) at a Bulgarian bank, deposit the share capital, and obtain the bank certificate. For an EOOD this is a formality at EUR 1, but a non-resident founder should expect bank know-your-customer checks even at this stage.
Registry Filing and Decision
File application form A4 electronically with a qualified electronic signature. The registry issues its decision, usually within one to three business days, and allocates the Unified Identification Code, which simultaneously registers the company with the tax authority, the social-security institute, and the statistics institute.
Post-Registration
Convert the accumulation account to an operating account, register for VAT where required, register as an employer if hiring, and begin the operating-banking conversation. This is where the formation page connects to the banking challenge, treat it as a parallel workstream, not a step that starts after registration.
Requirements
Bulgaria’s formation requirements are light by EU standards. There is no local-director requirement, no minimum number of employees to register, and 100% foreign ownership is permitted without restriction. The two elements that need attention for a non-resident are the notarised and apostilled documents and, where there is no Bulgarian-resident director, the appointment of a resident anti-money-laundering contact person.
| Requirement | Standard EOOD | For CASP / EMI Licensing |
|---|---|---|
| Min. Directors | 1 manager (natural person) | 1+, with fit-and-proper assessment |
| Corporate Directors | Not permitted (manager is a natural person) | Not permitted |
| Foreign Ownership | 100% | 100%, subject to UBO and source-of-funds review |
| Min. Share Capital | EUR 1 | EUR 1 share capital; Article 67 prudential safeguards: at least the higher of the EUR 50,000/125,000/150,000 Annex IV class floor and 25% of previous-year fixed overheads (projected first-12-month overheads for a new firm), met by qualifying own funds, insurance or a comparable guarantee, or a combination; EMI initial capital EUR 350,000 |
| Registered Address | Mandatory; virtual office accepted | Mandatory; substance expectations rise |
| Contact Person / Agent | Resident AML contact person if no resident director | Resident compliance function expected |
| UBO Disclosure | Yes, in the Commercial Register | Yes, with enhanced scrutiny |
| Nominee Directors | Not a recognised structure | Not permitted |
| Annual Report | Mandatory for an active company; a company with no activity files a one-off declaration instead | Mandatory |
Registered Address and AML Contact Person
Every Bulgarian company needs a registered address in Bulgaria. A virtual-office or registered-address service satisfies this and costs roughly EUR 100–300 per year. Where no manager is resident in Bulgaria, the company must appoint a Bulgarian-resident contact person for anti-money-laundering purposes under the Measures Against Money Laundering Act. This is a light requirement compared with the registered-agent gatekeeper model used in offshore jurisdictions, but it is mandatory and is one of the items non-resident founders most often miss.
UBO Disclosure
Beneficial owners are disclosed in the Commercial Register under the Measures Against Money Laundering Act. Changes to beneficial ownership must be filed within seven days. Where the beneficial owners are already entered as the company’s shareholders or sole owner, the separate UBO declaration is not duplicated, by virtue of the Art. 63(6) exemption.
Failing to file the beneficial-ownership data for registration on time carries a fixed sanction of BGN 5,000 on a legal entity (EUR 2,556.46 at the fixed conversion rate), and a further BGN 5,000 is imposed for every month the filing is still outstanding, starting one month after the first sanction.[32] Nominee structures are not a recognised feature of Bulgarian company law.
Costs and Pricing
Private-provider prices and totals containing them are indicative planning ranges, varying by provider, client profile, document requirements, and risk. Official filing charges are identified separately. Obtain a case-specific quote for the registered address, accounting, banking support and other specialist work.
Bulgaria is among the cheapest EU jurisdictions to incorporate in. The Registry Agency tariff sets the entry fee for an OOD or EOOD at EUR 28.12 filed electronically and EUR 56.24 on paper, the minimum capital is EUR 1, and there is no annual government licence fee for an ordinary company.[1] Submitting annual financial statements carries no state fee.[33] The cost that matters is the accounting retainer and, for a non-resident crypto company, the bank’s onboarding charges, not the fees paid to the state.
Government Fees
| Fee Item | Amount | Notes |
|---|---|---|
| Commercial Register entry (electronic) | EUR 28.12 | Tariff Art. 16a, para. 2, item 3; the legal text still reads BGN 55, converted at the fixed rate[1] |
| Commercial Register entry (paper) | EUR 56.24 | Tariff Art. 16a, para. 1, item 3; BGN 110, double the electronic fee[1] |
| Minimum share capital (EOOD) | EUR 1 | Symbolic; deposited to a capital account |
| Annual government company fee | EUR 0 | Bulgaria has no annual licence fee for an ordinary company |
| Company name reservation | EUR 10.23 electronic (EUR 20.45 paper) | Tariff Art. 16c; optional, and not needed where the filing proceeds promptly[1] |
| Annual financial statement publication | EUR 0 | No state fee to submit annual financial statements; a company with no activity files a one-off declaration instead, also free of charge[33][34] |
Bulgarian notary fees are not what makes a remote formation expensive. The tariff to the Notaries Act charges BGN 5 (EUR 2.56) to certify a first signature and BGN 10 (EUR 5.11) to certify the content of a private document, plus 20% VAT, so the manager’s specimen signature and the statutory declarations cost single-digit euros if signed in Bulgaria.[22] The EUR 150–400 line below is the foreign leg: a notary abroad, the apostille, the courier, and the sworn translation into Bulgarian.
Why the Apostille Chain Stays in the Total
Article 18 of the Commercial Register Act requires the application and its annexes to be filed in Bulgarian, and permits any official EU language only where a certified translation into Bulgarian accompanies it.[23] The registration official checks under article 21 that every document the law requires is attached and that the documents actually establish the fact to be entered, and article 24 obliges a reasoned refusal where they do not, after a three-working-day notice to cure. So this is a refusal ground, not a formality.
The apostille is enforced through the same articles rather than named in them: it comes from the Hague Convention, applied in Bulgaria through the Rules on legalisations, certifications and translations, whose article 1(2) designates the certifying ministries and whose article 21a requires the translator’s signature to be notarised in Bulgaria.[23]
Two practical notes. The exposure for an individual founder is the manager’s notarised consent and specimen signature, which Ordinance No. 1 article 20 requires; a foreign corporate founder additionally files the document establishing its existence, which is the expensive one.
And article 25 of the Rules disapplies them where a bilateral legal-assistance treaty says otherwise, so a founder from a treaty state may need translation without legalisation. Check the specific treaty rather than assuming.
Total Cost Summary
| Item | Indicative cost (EUR) |
|---|---|
| State fee, Commercial Register entry (electronic) | EUR 28.12 |
| Notarisation, apostille, sworn translation (abroad) | EUR 150–400 |
| Annual government company fee | EUR 0 |
| Registered address in Bulgaria (compelled; a virtual office satisfies it) | EUR 100–300/year |
| Year 1 indicative total | EUR 278–728 |
| Annual indicative ongoing (Year 2+) | EUR 100–300/year |
The figures above are the indicative cost of the company: what the registry, the government, and the law require. The partner who carries the mandate charges separately for consultation, running the case, preparing and filing the paperwork, and compliance, and that fee is quoted per case because every case differs. Jagelski & Partners charges the client nothing.
Taxation
Bulgaria operates a flat-rate tax model: 10% on corporate profit and 10% on personal income, among the lowest standard rates in the European Union, where only Hungary’s 9% corporate rate is lower. Dividends paid to individuals and to companies outside the EU and EEA carry a 5% withholding tax, while dividends paid to companies resident in another EU or EEA state are exempt, except hidden profit distributions. A proposed increase of the dividend rate to 10% was dropped from the 2026 budget in , and the Corporate Income Tax Act still sets 5%.[21][28]
| Tax Type | Rate | Notes (as of ) |
|---|---|---|
| Corporate income tax | 10% flat | Second-lowest standard rate in the EU, behind Hungary’s 9% |
| Personal income tax | 10% flat | Applies to salary and most income |
| VAT (standard) | 20% | Reduced 9% for defined supplies |
| VAT on crypto services | Exempt (financial service) | Exchange of crypto treated as a VAT-exempt financial service |
| WHT on dividends | 5% | 0% to companies resident in the EU or EEA |
| WHT on interest | 10% | 0% to associated EU companies under conditions |
| WHT on royalties | 10% | Exemptions under the EU Interest and Royalties Directive |
| Social security (total) | 32.7–33.4% | Split between employer (~19%) and employee (~14%); capped monthly |
| Capital gains | 10% (CIT) | EU / EEA-listed securities exempt |
CRS, CARF, and DAC8 Reporting
Bulgaria participates in the Common Reporting Standard (CRS). The Crypto-Asset Reporting Framework (CARF) reaches Bulgaria through the EU’s DAC8 directive: data collection began on , with the first automatic exchange of crypto-asset information due by .[11]
In the European Commission sent Bulgaria a formal-notice letter for failing to transpose DAC8 on time.[31] Parliament adopted the transposing amendments to the Tax and Social Security Procedure Code on , in force from 1 January 2026: reporting crypto-asset service providers file with the National Revenue Agency by 30 June of the following year, so the first report, on 2026, is due by 30 June 2027.[27]
Pillar Two (Global Minimum Tax)
Bulgaria has enacted domestic Pillar Two legislation: a qualified domestic minimum top-up tax and an income-inclusion rule apply from , with the amendments published in the State Gazette in .[18] The 15% global minimum effective rate applies only to multinational and large domestic groups with consolidated revenue at or above EUR 750 million.
For a standalone crypto or fintech company below that threshold, the effective rate remains the headline 10%. The honest reading: the 10% rate is real for the audience this page serves, and the Pillar Two top-up is a large-group concern, not an SME one.
Filing and VAT Registration
Filing: the tax year is the calendar year; the corporate income tax return is filed and the tax paid between 1 March and 30 June of the following year.[4] Bulgaria has 71 double-tax treaties in force.[5]
Registration can be mandatory well below the EUR 51,130 threshold. Under Article 97a of the VAT Act, a company established in Bulgaria must register if it supplies business-to-business services taxed in another member state under the reverse charge, or if it receives services on which it must account for Bulgarian VAT itself, and it applies at least 7 days before the tax on the supply becomes chargeable.[37] The supply-side duty does not arise where the company uses the EU small-enterprise scheme in that other member state, and an Article 97a registration carries the duty to account for VAT but not the right to deduct input VAT.[37]
Experienced founders with EU-based business customers often register for VAT before they cross the EUR 51,130 threshold.[17] A VAT number supports cross-border business-to-business invoicing, but it does not by itself make every intra-EU invoice VAT-free: services to an EU business are generally taxed where the customer is established, with the customer accounting for the VAT under the reverse charge, and intra-Community supplies of goods are exempt only when the statutory conditions are met.[36]
Banking
Banking timelines are indicative and vary by institution, client profile and risk. Banks and payment providers commonly request ownership, source-of-funds and transaction or wallet history; the document scope and acceptance decision are institution-specific. Incorporation or a specialist introduction does not guarantee an account.
Banking is the hardest part of a Bulgarian setup for a non-resident-owned crypto or high-risk company, and this guide will not pretend otherwise. Local banks apply strict know-your-customer procedures to foreign-owned companies and are largely closed to crypto activity. Opening the capital account for formation is usually manageable; opening a working operating account that tolerates crypto flows is the part that stalls.
In practice, the operating-banking layer for a Bulgarian crypto or fintech company is built not with a domestic high-street bank but with EU-regulated electronic money institutions and specialist fintech-friendly payment institutions established in other EEA jurisdictions, the kind that offer multi-currency IBANs and SEPA access and are willing to onboard a documented higher-risk profile.[6] The Bulgarian bank then handles the statutory capital deposit and local payroll and tax flows.
Documentation typically requested includes the Commercial Register extract, the articles, manager identification, the UBO declaration, a business plan, source-of-funds evidence, and expected transaction volumes. Realistic onboarding runs from days for a clean capital account to two to four weeks or longer for a non-resident operating account.
Jagelski & Partners’ banking partner network spans 90+ institutions across the EU and beyond, and pre-qualifies a company’s profile against institutional appetite before any application is filed. For a Bulgarian company, banking is the critical step after registration, not an afterthought. See the banking service overview for how the placement process works.
Annual Compliance
Every Bulgarian company carries ongoing obligations, but they depend on whether it carried out any activity during the year. An active company publishes annual financial statements in the Commercial Register, files an annual corporate income tax return, and keeps its beneficial-ownership data current. A company with no activity files a one-off declaration instead of statements, and its beneficial-ownership duties continue. Non-compliance draws escalating fines, and three years of unpublished statements also trigger a statutory presumption of insolvency.
Annual Financial Statements
Bulgarian companies prepare annual financial statements under Bulgarian national accounting standards, or IFRS for public-interest and larger entities, and publish them in the Commercial Register by 30 September of the following year; the Registry Agency charges no fee for the filing.[33][34]
A company that carried out no activity during the year, in the Accountancy Act’s sense rather than simply earning no revenue, is exempt from publishing statements. It declares the inactivity once, for its first inactive year, by 30 June of the following year, and a continuing inactive period needs no new declaration. The Act separately exempts certain sole traders, a form distinct from the single-member EOOD, from the declaration.[34]
A statutory audit becomes mandatory when a small company exceeds at least two of three thresholds: assets of BGN 4 million, net turnover of BGN 8 million, or an average of 50 employees; medium and large companies are always audited. The Accountancy Act still states these amounts in leva, about EUR 2.05 million and EUR 4.09 million at the fixed conversion rate.[25] Most newly formed crypto and fintech companies fall well below these and are not audited in early years.
Tax Filing and Beneficial Ownership
The corporate income tax return is filed electronically between 1 March and 30 June. A company with no activity under the Accountancy Act need not file it unless a tax liability arises for the year, although it may file to declare other data.[35] VAT-registered companies file periodic VAT returns. Beneficial-ownership changes must be filed in the Commercial Register within seven days. Where the owners are already on the register as shareholders, the separate UBO declaration is not duplicated.
Penalties and Insolvency Presumption
Late publication of financial statements attracts a penalty on the company of 0.1% to 0.5% of net turnover, with a floor around BGN 200 (about EUR 102), and a separate fine on the responsible individual. Failing to file beneficial-ownership data on time costs a legal entity a fixed BGN 5,000 (EUR 2,556.46), repeated monthly until the filing is made; other breaches of the beneficial-ownership rules carry BGN 1,000 to BGN 10,000 (about EUR 511 to EUR 5,113) for a first offence.[32] Under the Commerce Act, a company that has not filed its annual financial statements for publication in the Commercial Register for the last three years is presumed unable to pay its due debts if an insolvency petition is filed.[38]
Licensing Pathways from a Bulgarian Company
The formation structure should be designed for the licence the company intends to hold. Capital, governance, and substance requirements differ sharply between an unlicensed operating company and a licensed crypto-asset service provider or payment institution. A Bulgarian entity’s central advantage is that, once licensed, it passports across the EEA, the value an offshore company cannot deliver. The full pathway is on the Bulgaria crypto licensing (MiCA CASP) guide.
MiCA Crypto-Asset Service Provider
Authorised by the Financial Supervision Commission. Prudential safeguards under MiCA Article 67 at the higher of EUR 50,000 to EUR 150,000 by service class or one quarter of annual fixed overheads (projected for a new firm), using own funds, qualifying insurance or a combination, with passporting across the EEA (the 27 EU states plus Iceland, Liechtenstein and Norway).
EMI and Payment Institution
Licensed by the Bulgarian National Bank (BNB) under the EU payment-services regime. EMI initial capital EUR 350,000; payment-institution capital is tiered by service. EEA passporting applies.
Gambling Licence
Issued by the National Revenue Agency (NRA). National authorisation, not passported. Capital and post-licence investment thresholds apply.
FATF Status & Practical Implications
Bulgaria was added to the Financial Action Task Force list of jurisdictions under increased monitoring, the grey list, in , and remained on it in the FATF statement of , the only EU member state currently listed.[8] At the June 2026 plenary the FATF recorded that Bulgaria had substantially completed its action plan, listing ten completed reforms including investigations and prosecutions of money laundering linked to high-scale corruption and organised crime, and asset confiscation.
What the Grey List Means
“Jurisdictions under increased monitoring” is the middle tier of FATF classification, well short of the blacklist, which contains only Iran, North Korea, and Myanmar. It carries no automatic legal penalty, and FATF states that it does not call for enhanced due diligence on listed jurisdictions.[29] Its practical effect is reputational and operational: many banks treat counterparties connected to a grey-listed country as higher risk and ask for more documentation.
Bulgaria is not on the EU’s separate list of high-risk third countries,[15] and as an EU member state it is not on the EU’s non-cooperative tax-jurisdiction list either.[14]
Action Plan and On-Site Assessment
The MONEYVAL fifth-round mutual evaluation, adopted in , underpinned the listing.[9] Bulgaria subsequently improved its technical compliance: in the follow-up report published on MONEYVAL rates it compliant on 13 and largely compliant on 27 of the 40 FATF recommendations, and it has closed its fifth evaluation round for Bulgaria.[30] The remaining step before possible delisting is an on-site assessment to confirm that the reforms are implemented and sustained; FATF did not identify a remaining action-plan deficiency in its June statement.
At the plenary FATF made the initial determination that Bulgaria has substantially completed its action plan and warrants an on-site assessment, the step that normally precedes delisting. Until that assessment is carried out and a plenary rules on it, plan on Bulgaria remaining grey-listed; the next plenary, in , is the earliest point at which removal could be decided.
Practical Impact on Banking and Due Diligence
Operators planning to serve institutional counterparties should expect the grey-listing to prompt enhanced due diligence at the correspondent-banking layer, whatever the company’s own compliance quality. In day-to-day terms this means more source-of-funds questions, longer onboarding, and a stronger case for building the operating-banking stack with EEA-licensed electronic money institutions that already underwrite higher-risk profiles. It does not prevent a Bulgarian company from trading, holding a licence, or passporting once authorised.
Advantages and Limitations
Bulgaria’s trade-offs are clear and worth stating plainly. The advantages cluster around cost, tax, and EU standing; the limitations cluster around banking friction and the current FATF status. Every limitation below has a workable mitigation.
- Among the lowest EU entry costs. A EUR 28.12 state fee, EUR 1 minimum capital, and no annual government company fee.
- Flat 10% corporate tax. Second-lowest standard rate in the EU, behind Hungary’s 9%, and simple and predictable.
- Full EU market access once licensed. A Bulgarian CASP or payment licence passports across the EEA.[26]
- 100% foreign ownership, no local director. No nationality or residency requirement for the manager.
- Fast registry decision. One to three business days once the filing is complete.
- Euro from 2026. No currency conversion friction within the eurozone.
- Difficult crypto banking. Local banks are largely closed to crypto and cautious on foreign-owned companies. Mitigation: build the operating layer with EEA-licensed electronic money institutions and reserve the Bulgarian bank for capital deposit and payroll, coordinated by an independent banking specialist introduced by Jagelski & Partners.
- FATF grey-listing. Still listed in , which leads many banks and counterparties to apply enhanced due diligence to Bulgaria-connected business. Mitigation: prepare source-of-funds and UBO documentation in advance and bank with institutions that already underwrite higher-risk profiles.
- Notarised and apostilled documents for remote formation. Adds two to three weeks. Mitigation: execute the power of attorney and apostille early, in parallel with the name and address steps.
- Mandatory accounting and annual filings for an active company. A recurring cost, and fines if missed; a company with no activity files a one-off declaration instead of statements. Mitigation: retain a local accountant on a monthly basis from incorporation; the retainer is the main ongoing cost anyway.
- Late DAC8 transposition. The reporting rules were adopted only on but apply from 1 January 2026. Mitigation: collect user and transaction data from 1 January 2026 and complete any outstanding customer due diligence now.
- Resident AML contact person required where no director is resident. An easy item to overlook. Mitigation: appoint the contact person as part of the formation package, not afterwards.
When Bulgaria Is the Right Choice
Choose Bulgaria if you want a genuine EU entity at very low cost, a flat 10% tax, and a path to EEA-passported crypto or payment licensing. Consider alternatives if your priority is a fully digital, remote-first setup (Estonia and its e-Residency suit that better), if you want a larger CEE market with a clean FATF record (Romania), or if you want a larger, more central-European corporate base (the Czech Republic).
How Bulgaria Compares
Bulgaria competes most directly with three EU formation peers: Estonia, the digital-first Baltic option; Romania, the closest cost competitor and the clean-standing CEE alternative; and the Czech Republic, the central-European alternative. All four are EU member states, so all four offer EEA passporting once a company is licensed. Bulgaria’s edge is the combination of a low cost base and the 10% flat tax.
| Factor | Bulgaria | Estonia | Romania | Czech Republic |
|---|---|---|---|---|
| Entity Type | EOOD / OOD | OÜ | SRL | s.r.o. |
| Timeline | 1–3 business days (registry); 2–3 weeks remote | ~1 business day | 5–10 business days end to end (~3 working days registry decision) | 5–10 business days (planning estimate) |
| State Fee | EUR 28.12 | ~EUR 265 | EUR 0 (no trade-register tariff) | CZK 2,700 via notary; qualifying simplified s.r.o. exempt |
| Min. Capital | EUR 1 | EUR 0.01 | ~EUR 100 (RON 500) | ~EUR 0.04 (CZK 1) |
| Corporate Tax | 10% flat | 0% retained / 22% distributed | 16% flat (1% micro regime capped at EUR 100,000 and closed to specified financial-sector activities) | 21% |
| EU Passporting | Yes | Yes | Yes | Yes |
| FATF Status | Grey-listed | Clear | Clear | Clear |
| Remote Management | Yes (power of attorney) | Yes (e-Residency) | Yes (e-signature or PoA; bank onboarding usually in person) | Limited (notarial deed via PoA) |
| Crypto Banking | Difficult | Difficult (traditional) / Moderate (EMIs) | Difficult | Difficult (traditional) / Moderate (EMIs) |
| Best For | Low-cost EU entity with 10% tax | Digital-first remote management | Clean-standing CEE base on a flat 16% | Central-European corporate base |
Compare every formation jurisdiction side by side →
The pattern is consistent. Bulgaria leads on tax with low entry costs, Romania pairs a zero trade-register fee with a clean FATF record, Estonia leads on speed and remote management through e-Residency, and the Czech Republic is the higher-tax, larger-market option. For a founder whose decision is driven by tax and total cost, Bulgaria and Romania are the shortlist, and Bulgaria wins on rate: Romania’s 1% micro-turnover regime is capped at EUR 100,000 and excludes specified financial-sector activities, so a licensed operator should model the flat 16%.
The honest caveat is banking and FATF status. Estonia, Romania, and the Czech Republic are FATF-clear, while Bulgaria is grey-listed as of , which adds due-diligence friction. For most founders that is a manageable trade for the cost and tax position, but it is the reason banking should be planned, not assumed.
Not sure which column is you? Ask Emma. She compares these jurisdictions in seconds, in your language.
Frequently Asked Questions
The Commercial Register usually issues its decision within one to three business days of a complete electronic filing. For a founder present in Bulgaria with a qualified electronic signature, the whole process takes three to seven business days. For a remote formation through a notarised and apostilled power of attorney, allow two to three weeks, as the notarisation and apostille of documents abroad, not the registry itself, drives the timeline. If a bank capital account is on the critical path, allow three to six weeks end to end.
Yes. Bulgaria permits 100% foreign ownership with no nationality or residency requirement, and no local director is required. A non-resident forms a company remotely by granting a notarised and apostilled power of attorney to a local representative, who files the application. The founder does not need to travel for the registration itself, although opening a working operating bank account often requires a beneficial owner to attend in person. Documents executed abroad need a sworn Bulgarian translation.
The standard vehicle is the private limited company, the EOOD for a single owner or the OOD for two or more. It carries a EUR 1 minimum capital, needs one manager, and is eligible to hold a MiCA crypto-asset service provider authorisation, an electronic money institution licence, or a payment-institution licence. The joint-stock company (AD), with a EUR 25,000 minimum capital, is used mainly where investors need freely transferable shares. For most founders the EOOD is the right default.
No. Bulgaria has no state digital-identity scheme equivalent to Estonia’s e-Residency. Remote formation is achieved through a notarised and apostilled power of attorney to a local representative, not through a remotely issued digital ID. Bulgaria’s qualified electronic signature, which can be used for online filings, is issued in person in Bulgaria. If fully remote, digital-first management is the priority, Estonia is the better-fit jurisdiction; if low cost and a flat 10% tax matter more, Bulgaria wins.
The Registry Agency tariff sets the entry fee at EUR 28.12 filed electronically and EUR 56.24 on paper, plus a EUR 1 minimum capital. With electronic filing, add the foreign notarisation, apostille, and sworn translation at EUR 150–400 and the registered address at EUR 100–300: the indicative Year 1 cost is approximately EUR 278–728.
From Year 2 the recurring cost is EUR 100–300 for the registered address every company must keep, because Bulgaria has no annual government company fee and the Registry Agency charges no fee to submit annual financial statements. Accounting and the partner who runs the case are charged separately and quoted per case.
Bulgaria applies a flat 10% corporate income tax, one of the lowest standard rates in the European Union and unchanged since 2007. Personal income tax is also a flat 10%. Dividends carry a 5% withholding, with 0% for companies resident in another EU or EEA state, so the combined burden on profit distributed to an individual is around 15%. The 15% global minimum tax under Pillar Two applies only to groups with consolidated revenue at or above EUR 750 million, so a standalone company stays at the 10% rate.
The standard VAT rate is 20%, with 9% for defined supplies. Crypto-to-fiat exchange is generally VAT-exempt under EU case law; other services may be taxable. From 1 January 2026, a business established in Bulgaria must register when its annual domestic turnover exceeds EUR 51,130. Separate Article 97a duties can apply regardless of turnover to specified cross-border B2B services and services received under the reverse charge. The supply-side duty has an exception where the EU small-enterprise scheme applies in the customer’s member state; a VAT number alone does not make every intra-EU invoice VAT-free.[37]
This is the hardest part of a Bulgarian setup. Local banks are largely closed to crypto activity and cautious about foreign-owned companies. A capital accumulation account for depositing share capital at formation is usually obtainable, but a working operating account that tolerates crypto flows often is not, and banks may charge a non-refundable examination fee of EUR 100–500 regardless of outcome.
In practice the operating layer is built with EEA-licensed electronic money institutions, while the Bulgarian bank handles the capital deposit and payroll.
Bulgaria was added to the FATF grey list in and remained listed in the FATF statement of , the only EU member state currently on it. At that June 2026 plenary FATF made an initial determination that Bulgaria has substantially completed its action plan and warrants an on-site assessment, the step that normally precedes delisting.
FATF listed investigations and prosecutions of money laundering linked to high-scale corruption and organised crime among the completed reforms; it did not identify a remaining action-plan deficiency. Grey-listing imposes no sanctions on Bulgarian companies, but it leads many banks and counterparties to apply enhanced due diligence to Bulgaria-connected business. The practical effect is more documentation and longer onboarding, manageable with proper source-of-funds preparation and the right banking partners.
Yes. The Financial Supervision Commission is Bulgaria’s competent authority for crypto-asset service providers under MiCA, which came into force domestically in . A Bulgarian EOOD can apply for CASP authorisation, with prudential safeguards under MiCA Article 67 at the higher of EUR 50,000 to EUR 150,000 by service class or one quarter of annual fixed overheads (projected for a new firm), using own funds, qualifying insurance or a combination, and once authorised it passports across the EEA.[24]
Firms registered with the tax authority before could operate under the transitional regime only until or a licence decision. Full detail is on the MiCA CASP authorisation guide.
An active Bulgarian company publishes annual financial statements in the Commercial Register by 30 September of the following year and files a corporate income tax return between 1 March and 30 June. A company with no activity under the Accountancy Act publishes no statements: it files a one-off declaration for its first inactive year by 30 June of the following year, and need not file a tax return unless a tax liability arises. VAT-registered companies file periodic VAT returns, and beneficial-ownership changes must be filed within seven days.
A statutory audit is mandatory only above turnover, asset, and headcount thresholds that most new companies do not reach. Late filing attracts penalties, and a company that has not filed its annual financial statements for publication for the last three years is presumed unable to pay its debts if an insolvency petition is filed against it.[38]
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References
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- Bulgarian National Bank, Payment Institutions and Electronic Money Institutions, bnb.bg, accessed .
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- Republic of Bulgaria, Commercial Register and Register of Non-Profit Legal Entities Act, art. 18 (filings in Bulgarian; an official EU language only with a certified Bulgarian translation), art. 21 items 4 and 5 (scope of the official’s check), art. 22(5) (three working days to cure) and art. 24(1) (reasoned refusal); Ordinance No. 1 of 14 February 2007, art. 20 item 1 (documents filed on incorporation of an OOD or EOOD); and the Rules on legalisations, certifications and translations of documents, art. 1(2), art. 21a(1) and art. 25, registryagency.bg, accessed .
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- Republic of Bulgaria, Corporate Income Tax Act, Art. 194(3) (no withholding on dividends to EU and EEA companies), Art. 195(7) (no withholding on interest and royalties to associated EU companies) and Art. 200 (5% on dividends, 10% on interest and royalties), consolidated text to State Gazette No. 55 of 2026, lex.bg, accessed .
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