How to Register Your Company in Bulgaria Without Legal Headaches

Starting a business in Bulgaria is an exciting and rewarding venture, thanks to its favorable tax system, EU membership, and low operating costs. However, navigating through the legal procedures of company registration can be overwhelming without the right guidance. Understanding the registration process and knowing what is required from you as a business owner can help streamline the procedure and avoid unnecessary complications. This article will walk you through the essential steps to register your company in Bulgaria without legal headaches.

Key Steps to Registering a Company in Bulgaria

Choose Your Business Structure

The first step in starting your business is selecting the right legal structure for your company. The most common types of companies registered in Bulgaria are:

Sole Proprietorship (ET): Ideal for individuals who want to start a business on their own. This structure doesn’t require a large capital investment but has limited liability protection.
Limited Liability Company (LLC): The most popular choice for small to medium-sized businesses in Bulgaria. It requires at least one shareholder and a minimum capital of BGN 2 (approximately 1 EUR). This company structure limits liability, making it a safe option for new entrepreneurs.
Joint-Stock Company (AD): Suitable for large businesses, requiring a higher capital investment and more shareholders. It offers the possibility to issue shares and raise capital publicly.

For most small and medium-sized businesses, the LLC is the best choice due to its flexibility, limited liability, and simplicity.

Company Name Registration

Choosing the right name for your company is crucial as it helps establish your brand identity. The name must be unique and not already registered in Bulgaria. Before proceeding with company registration, you should check the Bulgarian Commercial Register to verify that your desired name is available.

Once you’ve chosen your name, you need to reserve it by submitting an application to the Commercial Register. The process is quick and can be completed online. If the name is available, you can proceed with the registration process.

Prepare the Necessary Documentation

For the registration process, you will need to prepare several documents. These are the main requirements:

Company Registration Application Form: A standard form that provides details about the business, shareholders, and directors.
Memorandum and Articles of Association: These documents outline the company’s purpose, its activities, and the responsibilities of its shareholders.
Proof of Registered Office Address: Your business needs to have a physical address in Bulgaria. This can be your own property, or you can rent an office.
Identification Documents: The company’s directors and shareholders must submit copies of their personal identification documents, such as passports or ID cards.
Bank Statement: A bank account needs to be opened for the company, and the initial capital must be deposited in that account. In the case of an LLC, the minimum share capital is BGN 2 (which is symbolic), but for certain other entities, a higher capital may be required.
Register Your Company with the Bulgarian Commercial Register

The next step is submitting the application to the Bulgarian Commercial Register. This is where your company will be officially recognized. The Commercial Register handles all types of company formations, including sole proprietorships, LLCs, and joint-stock companies.

The application can be submitted electronically via the Electronic Commercial Register (ECR) or in person. If you choose the online submission, you will need an electronic signature to complete the process.

After submitting the application, you will receive a registration certificate and an official document confirming your company’s legal existence. In most cases, company registration is completed within 1-3 days.

Register for VAT (If Applicable)

If your company is expected to generate annual revenue exceeding €50,000 (approximately BGN 100,000), you are required to register for Value Added Tax (VAT). VAT registration allows you to charge VAT on your goods or services and claim back any VAT paid on business-related expenses.

Even if your turnover is below the threshold, you may still want to register for VAT if you plan to do business with other VAT-registered companies or work with international clients.

Obtain a Business License (If Required)

Depending on your business type, you may need a special license or permit to operate legally in Bulgaria. For example, businesses in sectors such as food service, healthcare, construction, and education require specific licenses.

To obtain a business license, you will need to apply to the relevant Bulgarian authority responsible for regulating your industry. Ensure that you comply with any industry-specific requirements to avoid penalties or disruptions in your business operations.

Open a Business Bank Account

Opening a business bank account is essential for managing finances, handling customer payments, and ensuring compliance with Bulgarian tax laws. A business bank account will also be required for tax payments and financial reporting.

To open a business bank account, you will need:

A copy of your company registration certificate.
Proof of identity for the directors and shareholders.
The company’s Articles of Association and Memorandum.
A proof of address for the company.

Once the bank account is set up, you can deposit your company’s share capital, which is a requirement for the registration process.

Register for Social Security and Taxes

As an employer in Bulgaria, you will be required to register your company with the National Revenue Agency (NRA) for social security, pension, and healthcare contributions for employees. All companies must comply with the country’s tax regulations, including income tax, VAT, and social security contributions.

Bulgaria’s flat corporate tax rate is 10%, one of the lowest in the EU, making it an attractive destination for businesses. Personal income tax is also flat, set at 10% for employees.

Start Operating

Once you’ve completed all the legal steps, including obtaining any necessary permits or licenses, and registering for taxes and social security, you can start operating your company in Bulgaria.

Be sure to maintain regular compliance with the authorities by filing your annual tax returns, paying employee taxes, and submitting financial statements.

How B2B Hub Can Help

Navigating the complexities of company registration in Bulgaria can be a daunting task for new entrepreneurs. B2B Hub specializes in company formation in Bulgaria and offers comprehensive support to make the process as smooth as possible.

Our services include:

Business Registration Assistance: We handle the entire registration process, from choosing the right business structure to submitting the necessary documents.
Guidance on VAT and Tax Registration: We help you understand your tax obligations and ensure your company is compliant with Bulgarian tax laws.
Social Security and Employment Guidance: We provide advice on social security registration and employee management to ensure full legal compliance.
Business Licensing and Permits: We assist in obtaining any necessary industry-specific licenses or permits for your business.
Ongoing Corporate Services: We offer accounting, financial reporting, and legal services to keep your business compliant with Bulgarian regulations.