Foreign investors can establish Bulgarian companies, but company form, euro-denominated capital, beneficial ownership, licensing and FDI screening should be planned together.
Vassilev & Chisuse Law Firm · 2026-10-11 · Legal review: 12 October 2026
Foreign investors can establish Bulgarian companies and use them to carry on business, hold assets, employ staff and acquire participations, subject to any sector-specific licensing and foreign-investment screening requirements. For many privately held businesses, the most common structure is a limited liability company, either with one shareholder or with several shareholders.
Since Bulgaria introduced the euro, the statutory capital amounts in the Commerce Act are denominated in euro. In 2026 this makes it particularly important to use current incorporation documents rather than older templates that still state capital in Bulgarian lev.
A Bulgarian limited liability company is commonly used for subsidiaries, operating businesses and investment vehicles. It may have one shareholder, in which case it is a single-member limited liability company, or several shareholders, in which case it is a limited liability company.
A joint-stock company may be more appropriate where the ownership structure, financing, governance or future transfer of shares calls for a corporate form based on shares. The choice should be made according to the intended business rather than solely according to the minimum capital.
Under the current Commerce Act, the minimum capital of a Bulgarian limited liability company is EUR 1 and each share in the capital may not be smaller than one euro cent.
The low statutory minimum does not mean that EUR 1 is an appropriate commercial capitalisation for every business. The company should have sufficient funding for its planned activity, expenses, contractual commitments and any regulatory capital requirements that apply to a licensed business.
The minimum capital of a Bulgarian joint-stock company is EUR 25,000 and the minimum nominal value of one share is one euro cent. Higher minimum capital can apply where special legislation regulates the activity, including certain financial or other licensed businesses.
A joint-stock company also has a more formal governance and corporate framework than a limited liability company. The additional structure can be appropriate for larger investment projects but is not necessary merely because the shareholder is foreign.
A Bulgarian company can be established with foreign ownership. The incorporation process must nevertheless identify the shareholder correctly and provide the corporate and representative documents needed to establish the foreign person's existence, authority and ownership structure.
Where a foreign legal entity is the shareholder, documents issued abroad may require appropriate certification, legalisation or apostille and translation into Bulgarian depending on the issuing state and applicable international arrangements. The required evidence should be determined before filing so that foreign corporate documents do not delay registration.
The incorporation package normally includes the articles of association or single-member deed, shareholder resolutions, appointment and consent documents for the manager, specimen signatures where required, evidence concerning the capital and the declarations required by the Commerce Act and the Commercial Register legislation.
The Registry Agency uses application form A4 for registration and changes concerning a limited liability company. Its electronic portal provides a dedicated procedure for initial registration with sections for the applicant, principal company details, capital, attachments and, where chosen, an application for voluntary VAT registration on the statutory basis available through the form.
Commercial companies are registered in the Commercial Register and Register of Non-Profit Legal Entities maintained by the Registry Agency. Registration creates the public company file containing the registered corporate particulars and the documents subject to publication.
Company name, seat and registered address, scope of activity, capital, shareholders where applicable, managers and representation should be prepared consistently across the corporate documents and application.
A Bulgarian company must have a registered seat and address in Bulgaria. The governance structure should also be designed according to the actual business model, tax position, banking arrangements and any sector-specific substance requirements.
For a regulated financial business, payment institution or other licensed activity, formal registration in Bulgaria may be insufficient if the sectoral regime requires effective management, staff, functions or part of the regulated activity to be genuinely carried out in Bulgaria.
Bulgarian anti-money laundering legislation and the Commercial Register framework contain rules on beneficial ownership. Where a company is required to file beneficial-owner information, the register records the relevant natural persons and ownership details in accordance with the applicable rules and exemptions.
The Registry Agency's electronic forms provide for foreign beneficial owners who do not have a Bulgarian personal identification number by using other identifying information, including date of birth and nationality. Ownership analysis should be completed up to the natural persons who ultimately own or control the structure.
No. Registration of the company establishes the legal entity but does not replace a licence, registration or permit required for a regulated activity. Financial services, payments, investment activities, gambling, energy, certain healthcare activities and other regulated sectors can require separate approval before business begins.
The regulatory analysis should be completed before the articles of association and commercial model are finalised where the business will operate in a licensed sector. Capital, management, ownership and substance requirements may affect the appropriate company structure.
Yes, in some cases. Bulgaria's foreign direct investment screening regime expressly includes the establishment of a new enterprise within the concept of foreign direct investment. Where the investor, sector, value and other statutory criteria bring the project within the screening regime, prior approval may be required.
Company registration and investment screening are separate processes. Registering the entity does not by itself resolve whether the proposed investment may be implemented. For sensitive investments, see our guide to FDI screening in Bulgaria.
Banks carry out their own customer due diligence and source-of-funds assessment. A newly registered company should therefore be prepared to explain its shareholders and beneficial owners, business model, expected transactions, jurisdictions, source of capital and the role of its managers.
Corporate registration does not guarantee that a bank will open an account. Banking preparation should run alongside incorporation where the company needs an operating account immediately after registration.
Company formation should be coordinated with the intended tax position and accounting model. Relevant questions can include corporate income taxation, VAT registration, withholding taxes, transfer pricing, payroll and social-security obligations and the tax treatment of financing and distributions.
The appropriate analysis depends on the business model and cross-border structure. Incorporating a Bulgarian subsidiary should not be treated as a substitute for reviewing the tax consequences in Bulgaria and in the investor's home jurisdiction.
The Commerce Act now expresses statutory company capital in euro. The Registry Agency also carried out the statutory conversion of registered capital for existing limited liability companies, joint-stock companies and partnerships limited by shares during 2026.
For a new company incorporated after euro adoption, the incorporation documents and capital should be prepared directly in euro. Older templates referring to the former minimum capital in lev should not be reused without review.
A subsidiary is a separate Bulgarian legal entity, while a branch is an organisational presence of the foreign company and is not a separate legal person from it. The choice affects liability, governance, accounting, tax, contracting and how the business is perceived by banks, employees and counterparties.
The decision should be based on the planned activity, duration, risk profile and group structure. A branch should not be selected merely because it appears administratively simpler, and a subsidiary should not be formed without considering how it will be funded and governed.
Vassilev & Chisuse Law Firm advises foreign investors on Bulgarian company formation, shareholder structures, corporate documents, beneficial ownership, banking preparation, regulated activities and foreign investment screening.
For related matters, see our Company Incorporation and Corporate Structuring, Tax Law and Tax Structuring and Banking and Finance practices.
This article reflects the Bulgarian corporate framework reviewed as of 12 October 2026 and is provided for general information only. It does not constitute individual legal, tax or regulatory advice. Formation requirements depend on the shareholders, management, business activity, source of documents and any applicable sector-specific or foreign investment regime.