The Bulgarian Commercial law allows for the following types of business organizations:

• Unlimited (general) partnership;
• Limited partnership;
• Private limited company;
• Single person private limited company;
• Public limited company (joint stock company);
• Public limited partnership;
• Sole trader;
• Joint venture;
• Branch;
• Holding;
• Co-operation;
• Representative office;

The most appropriate types of companies for carrying out business in Bulgaria are: a private limited company, a public limited company, a single-person private limited company, a holding, a branch, and a representative office. All of these (with the exception of a representative office) have to be entered into the commercial register kept with the relevant district court.

Private Limited Company (a limited liability company) – “OOD” – it is a commercial company with share capital owned by its members whose liability is limited to the amount of the capital subscribed. A private limited liability company may be founded by one or more persons, including foreign natural or legal persons. The minimum foundation capital is Leva 5,000 divided into shares with nominal value of Leva 10 each and at least 70% of the capital must be paid up on foundation. Contributions to the foundation capital may be paid in cash or in kind. The statutory bodies of the private limited companies are the general meeting of shareholders, which must be held at least once a year, and the managing director or board of directors.

Here is a general explanation of what is needed to set up a private limited company in Bulgaria:

• produce its articles of association (Memorandum of Association – in the case of a single-person private limited company); the Law on Commerce stipulates the obligatory provisions of the articles;
• have appointed a managing director (or board of directors);
• have paid up at least 70% of its authorized capital, including at least one-third of each member’s contribution.

This information together with details of the management, etc., is recorded in the commercial register and promulgated in the State Gazette.

A single-person private limited liability company is called “EOOD”. It is owned by a natural or a legal person, the sole shareholder exercises the powers of the general meeting and the managing director or board of directors is appointed to run the company. A private limited company must prepare a balance sheet and financial statements each year.

Here is a general explanation of what is needed to set up a private limited company in Bulgaria:

• produce its articles of association (Memorandum of Association – in the case of a single-person private limited company); the Law on Commerce stipulates the obligatory provisions of the articles;
• have appointed a managing director (or board of directors);
• have paid up at least 70% of its authorized capital, including at least one-third of each member’s contribution.

This information together with details of the management, etc., is recorded in the commercial register and promulgated in the State Gazette.

REPRESENTATIVE OFFICE – is regulated by the Foreign Investment Act. Foreign persons who are entitled to engage in business activity under the legislation of their own countries may set up a representative office which is registered with the Bulgarian Chamber of Commerce and Industry. Representative offices are not legal persons and may not engage in economic activity.