Bulgaria offers the best fiscal conditions in the EU. Bulgarian Law allows a citizen of any country to incorporate a company with equal treatment of foreigners and citizens of EU. Your Bulgarian company can be managed fully remotely, you do not need to visit Bulgaria, as full company maintenance service will be provided by a local agent including bookkeeping, representation before the National Revenue Agency and other government bodies. A new company type introduced in 2025 /variable capital company or VCC/ provides the option of extremely fast incorporation and easy transition of capital shares from any country in the world. Main advantages of setting up a business in Bulgaria are:
♦ a flat corporate tax rate of 10%;
♦ a flat dividend tax of 5%;
♦ easier VAT /VIES registration requirements;
♦ double tax treaties with many countries;
♦ low cost social insurance;
♦ economic stability;
♦ cheapest workforce in the EU;
♦ Initial incorporation documents of an EOOD include company name,
address/or virtual office address where the company is
represented by a local agent, director and shareholders' details. In case the shareholder
is a foreign legal entity, a certificate of good standing is required with a
recent issuance date. The company Articles document also includes
shares distribution, activity, any conditions
that may differ from the general provisions of the Commercial Code (in case the law
allows
some terms to be explicitely negotiated); The director must provide a
notarized consent to manage the company;
♦ The OOD/EOOD registration requires initial deposit of
company capital in a bank account, so the client must be pre-approved
by a bank.
If the client wishes to incorporate a company without visiting
Bulgaria, it is possible to have a ready made EOOD/OOD
/a pre-registered company which is transferred to the client by auhorization/.
Another feasible option is to register a variable capital company - VCC - straight on client's
name as the VCC registration process does not require initial company capital
deposit hence approval by a bank is not needed for a VCC registration.
♦ Now you can have a company incorporated in
in Bulgaria for less than a week from nearly any country in the world.
The only requirement is that you notarize
a declaration to represent your company.
The new VCC company type allows easy remote incorporation
without the need to open a bank account. The company shareholder(s)
just declares the initial company capital in the Articles of incorporation.
Throughout the company existence the capital can
be increased at any time. One thing to note about VCC company is
its turnover restrction - it must not exceed 2045267 Euros
within 12 monhts or hold assest on the same value;
♦ A key difference between EOOD
and VCC is the company shares transfer procedure.
While the OOD company has the cumbersome procedure of notarizing contract,
the VCC allows a simple written contract for the executions of shares transfer.
The possibility for transfering shares multiple times in a row of buyers and sellers
has some
similarities to the bill
of exchange effect.
.
The important part in the process of remote company incorporation or transfer of shares in EOOD/OOD is the notarized documents, provided by the client, which allow the local agent to sell the shares on his behalf. Notarization can be executed in front of a Notary Public in any country or in the Bulgarian consulate. In case the document is certified by a foreign Notary Public, an apostille is also required unless Bulgaria has a legal aid agreement for recognition of notarized documents without apostilling. Currently there is a division among the Bulgarian Company Register officers if the notarization of the authorization for the company shares transfer can be executed by a non-Bulgarian Notary Public - while most of the registry officers shares the opinion these certifications are acceptable under the provisions of the Private International Law Code, few registry officers decline authorizations notarized abroad accepting a not well-grounded opinion that only authorizations certified by a Bulgarian Notary or a Consulate officer can be accepted. Unlike EOOD/OOD, the VCC company type allows shares transfer with a simple written contract skipping the above formalities.
The Joint Stock Company (AD or EAD) is a typical company of a heavy corporate type allowing attracting investors and organizing the funding of large enterprises. It has a more complex corporate structure including shareholders, governing bodies and may include Board of Directors or the two-tier Management Board + Supervisory Board. The capital of a joint-stock company is divided into shares of identical nominal value. The minimum capital of a JSC is 25 000 EUR (25% of the capital must be deposited at the time of the registration). The shares can be bearer, registered, preference shares etc.. The Memorandum of association may set certain specific conditions for transfer of shares, rights on dividends, and decision-making. The new regulations of the Measures Against the Money-Laundering Act in Bulgaria require transparencies of investors who has a significant control /of more than 25%/ in the funding, decision making and dividend distribution. The policy of compliance with AML regulations is enforced by the Trade Register, banks by requirement the provision of statutory declarations the investors.. .
Bulgarian Law does not name explicitly "Trust" a certain legal entity type. The crucial understanding when it comes to setting up a family trust or other purpose trust fund in Bulgaria is not the legal entity type but its conditions and activity. Contrary to the accepted opinion that a "trust" can be set up only by a foundation, it proves to be a perfect solution if a trust to be arranged via a trading company type as long as it is acting as a passive entity or splits activities between trading and accumulation of assets and the incorporation Articles provides the specific conditions to suit the "trust" arrangement. If I am to set up a trust fund in Bulgaria holding funds up to two million EUROS I would definitely choose the variable capital company type /VCC/ as its corporate conditions can allow flexible conditions for transfer, inheritance and intuitu personae transfer of the shares and voting. The VCC company provides the legal possibility for transferring the rights of its shares to a future /hidden shareholder or owner/ by utilizing a simple written agreement setting a certain date/condition in the future for the date of transfer or upon acceptance of the contract for sale of shares by the buyer.
Ltd company registration in Bulgaria for 270 Euro including the price for a legal address /virtual office/. Ongoing accounting services and company maintenance, representation before banks and administrative bodies.
Preparation of commercial contracts, lease agreements and corporate documents in Bulgarian and English.
Quality legal services in the areas of Civil, Corporate, Commercial and Tax law
Assistance with immigration matters, acquiring residency and citizenship in Bulgaria on the grounds of investments.
You can ask us anything related to a legal matter in Bulgaria!
Our team will answer your question within 24 hours.
68 Rayko Daskalov St, flr. 2
Plovdiv, Bulgaria