EOOD – The Single-Member Limited Liability Company in Bulgaria
The EOOD (Ednolichno Druzhestvo s Ogranichena Otgovornost – Single-Member Limited Liability Company) is, without question, the most popular and most recommended legal form for doing business in Bulgaria. It combines limited liability, a symbolic minimum capital, straightforward management, and full accessibility to foreign owners, which is precisely why it is the vehicle of choice for the great majority of both Bulgarian and international entrepreneurs. This article examines the EOOD in detail, from a legal and an accounting perspective, and outlines the capital, the status of the owner, and the documentation required for its establishment.
1. Legal Nature and Status
An EOOD is a commercial company with a single owner, who may be either a natural person or a legal entity. It possesses its own separate legal personality, distinct from that of its owner, and is entered in the Commercial Register maintained by the Registry Agency. Once registered, the company acquires a Unified Identification Code (UIC/EIK) and may enter into contracts, acquire property, incur obligations, and be a party to legal proceedings in its own name.
The defining legal feature of the EOOD is limited liability: the owner is not personally liable for the company's debts and obligations, which remain confined to the company's own assets, up to the amount of the registered capital. This separation of personal and business assets is the principal reason why the EOOD is preferred over the sole trader (ET) form, where the individual bears unlimited personal liability.
2. Ownership by Foreign Persons
Bulgarian company law places no restriction whatsoever on the nationality or residency of the owner. Both EU and non-EU citizens, as well as foreign legal entities, may own 100% of an EOOD, without the need for a Bulgarian partner, a local shareholder, or Bulgarian residency. The owner may manage the company personally or appoint a manager (who need not be the owner and need not be a Bulgarian resident either). Where the appointed manager resides abroad, it is common practice to designate a local contact person in Bulgaria for correspondence with the tax authorities and other institutions. The entire registration procedure may be carried out remotely, through a notarised power of attorney, without the owner's physical presence in the country.
3. Share Capital
Following Bulgaria's accession to the eurozone on 1 January 2026, the minimum share capital of an EOOD is EUR 1 (previously BGN 2, converted automatically at the fixed exchange rate of 1 EUR = 1.95583 BGN). This is one of the lowest capital requirements in the European Union, making the EOOD accessible to freelancers, consultants, small businesses, and holding structures alike. The capital must be deposited into a temporary capital-collection bank account prior to registration; the bank then issues a certificate confirming the deposit, which is submitted together with the application. Once the company is registered, the capital-collection account is converted (or the funds transferred) into the company's regular operating account, and the funds become freely available for business use.
The owner is, of course, free to set a higher capital than the statutory minimum, and may increase or decrease it at any later stage, subject to the relevant procedure before the Commercial Register.
4. Management
An EOOD is managed by one or more managers, appointed by the sole owner. Decisions that would, in an OOD with several partners, be taken by the General Meeting are, in an EOOD, taken directly by the sole owner and recorded in a written protocol. This makes the EOOD considerably simpler to administer than a company with multiple partners, since there is no requirement for meetings, quorums, or voting procedures among several partners.
The owner also retains full flexibility: at any time, the EOOD may admit new partners and be converted into an OOD, its capital may be increased or decreased, and its scope of business activity or registered address may be changed, all through straightforward filings with the Commercial Register.
5. Taxation and Accounting Perspective
From an accounting and tax standpoint, the EOOD is subject to the standard Bulgarian corporate income tax rate of 10% on profits — the lowest flat corporate tax rate in the European Union. When profits are distributed to the owner as dividends, an additional 5% dividend tax applies, bringing the combined effective tax burden on distributed profits to approximately 14.5%. Value Added Tax (VAT) registration becomes mandatory once taxable turnover exceeds EUR 51,130 within a calendar year (1 January to 31 December), although voluntary registration is available from the outset for companies that expect to work with EU or international partners.
An EOOD is required to keep double-entry accounting records in accordance with the Bulgarian Accountancy Act and the applicable accounting standards, to prepare and submit an annual financial statement, and to file annual tax returns with the National Revenue Agency. Where the company has employees, it must also handle payroll, social security, and health insurance registrations and contributions.
6. Required Documentation for Incorporation
The following documents are generally required to register an EOOD:
- Founding Act (the constitutive document of a single-owner company).
- Declaration appointing the manager.
- Notarised specimen signature of the manager.
- Application for registration (Form A4) to the Commercial Register.
- Declarations under Article 13 of the Commerce Act.
- Bank certificate confirming the deposited share capital.
- Proof of payment of the state registration fee.
- Identification documents of the owner (passport or ID card) and, where applicable, of the manager.
- Documents evidencing the registered address of the company.
Where the owner is a foreign legal entity, additional documents are required, such as an apostilled or legalised excerpt from the relevant foreign commercial register and a notarised power of attorney, together with certified translations into Bulgarian.
7. Registration Procedure – Step by Step
Stage 1 – Preparation: The company name is selected and checked for availability, the scope of activity is defined, and all founding documents are drafted.
Stage 2 – Capital deposit: A temporary bank account is opened and the share capital is deposited; the bank issues the corresponding certificate.
Stage 3 – Notarisation: The manager's specimen signature and the required declarations are certified before a notary (or before a Bulgarian consulate abroad).
Stage 4 – Filing with the Commercial Register: The complete set of documents is submitted electronically to the Registry Agency. Electronic filing carries a lower state fee than filing on paper.
Stage 5 – Registration: Upon approval, usually within a few business days, the company is entered in the Commercial Register and receives its Unified Identification Code, thereby acquiring full legal personality.
Stage 6 – Operating bank account: A standard current account is opened in the company's name, in euro or in another currency as required, and the initial capital is transferred to it.
8. Why the EOOD Is the Recommended Choice
The combination of limited liability, a purely symbolic minimum capital, simple and centralised management by a single owner, full accessibility to foreign nationals and foreign companies, a low flat corporate tax rate, and the possibility of remote incorporation makes the EOOD the natural first choice for the overwhelming majority of founders establishing a business presence in Bulgaria. Where a business later grows to involve additional partners, converting the EOOD into an OOD remains a straightforward matter.
We at EXQUISITE LTD – Varna assist prospective clients with the establishment of an EOOD, from the choice of company name through registration with the Commercial Register, and subsequently provide full and professional accounting services to our clients.
www.exquisite.bg; office@exquisite.bg
