Bulgaria LLC (OOD)
Formation of a Limited Liability Company (OOD) in Bulgaria
A Bulgarian LLC is a great solution for duty-free trading within the European Union, with paid up share capital of only €1, a flat corporate tax rate of 10% on profits (the second lowest rate in the EU), low withholding tax, and voluntary VAT registration.
FACTS & INFO
Bulgaria is a strategic business location, allowing investors access to the European Union and the markets of central and eastern Europe. It has a predictable and stable economy and government, and boasts the lowest corporation tax in the EU at only 10%. A Bulgarian OOD (LLC) is the most internationally popular company type in Bulgaria, and can be compared to an English private limited company (or ltd). In order to obtain the status of a legal entity, a company must be registered with the Unified Trade Register.
The trade name of your company must contain the extension 'druzhestvo s ogranichena otgovornost' (limited liability company), or the abbreviation 'OOD'. Should all the capital be owned by one person, the trade name should contain the extension 'ednolichno OOD' (single-person limited liability company).
MEMORANDUM AND ARTICLES OF ASSOCIATION
The memorandum of association shall be executed in writing. If the LLC is formed by one person, a constitutive deed shall be drawn up instead of a memorandum of association. For an LLC, a memorandum of association must be prepared by a licensed law practitioner and filed at the Unified Trade Register. The memorandum specifies the activities in which the company may engage in, and the rules governing the internal management of the company.
An LLC can be founded or owned by one or more persons. A shareholder can be a physical or legal person of any nationality.
The share capital should be placed in a special capital-raising bank account opened for this purpose. The minimum authorised capital is Лв2 (€1).
DIRECTORS AND COMPANY SECRETARY
The company must be represented by a manager. Where several managers have been appointed, each one of may act independently, unless the articles provide otherwise. The minimum number of directors is one. There is no requirement to have a director resident in Bulgaria. The director of the LLC must be an individual - no legal entities are permitted.
*Please contact us if you are interested in our nominee director services.
Every company is required to have a registered office and address in Bulgaria, which should be notified at the Unified Trade Register.
The general meeting of shareholders is the supreme management body of the OOD. Each shareholder has voting rights equal to their share stake.
The process of incorporation normally takes around 10 business days.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $850. These include:
- Provision of registered office and registered address
- Submission of annual return
A company registered in Bulgaria can take advantage of its favorable tax system. The country boasts one of the lowest corporate tax rates in EU – a 10% flat rate. The simplicity of this tax system makes calculations very easy, further decreasing administrative costs. All that, combined with lower labour costs, mounts up to significant cost savings. Indeed, statistics show that our clients decrease their administrative and tax expenses by more than 20% on an annual basis.
- Corporate tax – 10 % of the net profit per year;
- Dividend tax - 5%;
- VAT – 20%. EU internal deliveries and exports are free of VAT;
- Personal income tax - 10%.
AUDIT AND ACCOUNTING
All companies in Bulgaria are required to keep accounts of their business transactions. An audit is only required if the company exceeds certain limits for turnover, assets or employees. Monthly VAT returns should be filed if the turnover exceeds €25,000. Every year the annual return (as well as accounts) should be submitted to the Unified Trade Register.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of incorporation documents with the Unified Trade Register
- Original corporate documents
- Payment of the government fee
- Provision of registered address for one year
- Opening of a startup capital bank account with required minimal capital of Лв2 (€1)
- Rubber stamp
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.