Top Guide to Company Formation and Opening an Office in Sofia, Bulgaria

Top Guide to Company Formation and Opening an Office in Sofia, Bulgaria

Steps to Register a Company in Sofia

• Define business goals
• Choose company type
• Prepare documents

Your company’s name must be unique and does not require approval.

You must deposit the minimum share capital in a bank account for company formation.

Yes, you need a company address in Bulgaria.

The minimum capital required to establish a Limited Liability Company in Bulgaria is 1 Euro.

You may need to deposit 2 BGN as the minimum share capital for registration.

The company registration process in Bulgaria is quick and simple, without bureaucratic obstacles.

Selecting a Business Structure

In Bulgaria, the main types of company structures available for registration include:

• Limited Liability Company (LTD / OOD) – Ideal for small to medium-sized businesses; liability is limited to capital contribution.
• Joint Stock Company (JSC) – Suitable for larger or foreign-owned companies; includes governance via a general meeting and board of directors.
• Sole Proprietorship – For individual entrepreneurs; involves unlimited personal liability.
• Partnerships –
  • General Partnerships – Members have unlimited liability.
  • Limited Partnerships – Includes general and silent partners; silent partners have limited liability.

Preparing Company Documents

Company registration in Bulgaria requires specific documentation to ensure legal compliance and smooth operation.

• Articles of Association – Essential to initiate company operations.
• Proof of registered address
• Identification details of shareholders and directors
• Notary-certified statement of consent and signature specimen of the manager

To ensure proper registration, all required documents must be accurately completed and submitted together.

Submitting the Application

To register a company in Bulgaria, you must complete the necessary steps and submit an electronic application.

Completing the online application for company registration in Bulgaria can be done in approximately five minutes.

The actual registration process of a company in Bulgaria takes around four working days.

The overall time frame for completing the business registration process is typically around two working weeks.

Costs associated with the business registration fees include all applicable taxes and fees:

• If the owner is a foreign legal entity, the starting cost for registration is from €1200.
• The estimated cost if the manager and shareholder are present in Bulgaria is €600.
• If management and shareholder personnel are not present in Bulgaria, additional costs of €800 will apply.

After company registration in Bulgaria, you will receive a verified official certificate.

The registration process in the Commercial Registry includes opening a special account, submitting capital, and paying required fees.

Legal Requirements for Company Formation

The company registration process in Bulgaria involves:

• Choosing a business entity
• Preparing required documentation
• Opening a bank account
• Fulfilling tax and compliance registrations

Documentation needed includes:

• Certificate of Incorporation
• Memorandum and Articles of Association
• Declaration of the Shareholders
• Power of Attorney
• Notarized identity documents

Before starting the entity registration, additional required documents include:

• Notary-certified statement of consent
• Signature specimen of the manager
• Certified copy of Articles of Incorporation
• Bank certificate for at least 70% of the minimum required capital

After completing company registration in Bulgaria, it is necessary to:

• Register for VAT
• Open a Business Bank Account

Minimum corporate requirements:

• At least one director is required
• At least one shareholder is required (can be an individual or a legal entity, resident or foreigner)
• There is no requirement for local directors

To establish a physical presence in Sofia, a registered office must be maintained at a Bulgarian address.

Minimum Share Capital

• Minimum share capital is a crucial aspect of company formation, determining the financial commitment and credibility of the business.
• The initial capital for a Limited Liability Company in Bulgaria can be as low as 1 Euro.
• It is recommended to register a higher initial capital to enhance business credibility and attract investment.

Compliance with Bulgarian Legislation

Compliance with Bulgarian legislation is crucial for businesses operating in Sofia to avoid legal penalties and ensure smooth operations.

• Ongoing legal support helps businesses navigate specific compliance issues and updates in Bulgarian law.
• Access to specialized legal aid helps ensure compliance with local business laws and regulations.
• It is important for businesses to stay compliant with the corporate tax rate, which in Bulgaria is a flat rate, and recognize the need for VAT registration.
• Companies are required to prepare and submit annual financial statements to comply with local regulations in Bulgaria.

Opening a Local Bank Account

The process of opening a business bank account in Bulgaria is straightforward, often requiring personal presence.

Businesses can perform banking operations in multiple currencies, including Euro, US Dollars, and Bulgarian Leva.

It is essential to comply with local banking policies, which often require the applicant to be a resident of Bulgaria for account opening.

Required Documentation

Having the correct documentation is crucial for the successful opening of a corporate bank account in Bulgaria.

• Articles of Association
• Company registration certificate
• Specimen signatures

Choosing the Right Bank

Selecting the right bank is crucial for effectively managing business finances and ensuring smooth day-to-day operations.

When choosing a bank in Bulgaria, it’s essential to consider factors like:

• Bank fees
• Services offered
• Availability of multilingual customer support

Bulgaria has a mix of local and international banks, providing a variety of options for businesses to choose from.

Selecting a bank that aligns with your business needs can enhance operational efficiency and customer satisfaction.

Setting Up an Office in Sofia

To register a company, the registered office must be located in Bulgaria, as it serves the purpose of official documentation storage.

When establishing a corporate bank account, mandatory documents include the identification of shareholders and completed bank forms.

A small initial deposit is typically required by most banks when opening a business bank account in Bulgaria.

To open a bank account, a valid passport or national ID, along with a Bulgarian residency card, is necessary.

An address for correspondence is required when applying for a corporate bank account.

Virtual office packages in Bulgaria offer registration office and additional services to ease administrative tasks.

Finding Office Space

Key considerations for office space in Sofia include:

• Size
• Location
• Cost-effectiveness

Location is critical; it affects rental prices and also influences client perceptions and convenience.

The cost of renting office space in Sofia varies significantly depending on location and size.

Virtual Office Services

Virtual office services can provide essential support such as:

• Mail forwarding
• Call management
• Access to meeting rooms
• Fax and phone services
• Local phone number

These services allow businesses to maintain professionalism remotely.

Virtual office packages may also include:

• Mail handling and telephone answering
• Dedicated phone services
• Access to coworking spaces in higher-tier plans

Hiring Employees in Bulgaria

The minimum legal wage in Bulgaria is approximately €398.8 per month as of January 2023.

The minimum duration for hiring residents under employment criteria is at least six months.

Lower labor costs in Bulgaria are attributed to the lowest living standards in the EU.

Understanding Bulgarian Labor Laws

• The standard workweek in Bulgaria is typically 40 hours, with flexibility based on specific agreements.
• Overtime work is governed by special provisions.
• Employees are entitled to a minimum of 20 days of paid annual leave.
• Employers must provide a minimum notice period of 30 days when terminating an employment contract.

Payroll Services

Payroll services are essential for efficient management of employee salaries, taxes, and contributions.

Outsourcing payroll services can reduce administrative burdens for companies hiring in Bulgaria.

Companies in Bulgaria benefit from services that include:

• Payroll management
• Tax advice
• Financial reporting

Payroll service providers in Bulgaria can assist with ensuring compliance with tax regulations and timely submissions.

Taxation and Financial Reporting

• New legislation requiring public country-by-country reporting for multinational enterprises comes into effect on January 1, 2025.
• Accountancy services also include annual financial reporting and compliance with local tax regulations.

Corporate Income Tax

The corporate tax rate in Bulgaria is one of the lowest in Europe, set at a flat rate of 10%.

Bulgaria employs a flat tax rate system, meaning all corporations are taxed at the same rate without complex tax brackets.

The dividend tax rate in Bulgaria is set at 5%, which is advantageous for businesses distributing profits to shareholders.

VAT Registration

In Bulgaria, all eligible businesses must register for VAT.

To obtain a VAT number, an application must be submitted to the National Revenue Agency along with the following:

• Foundation deed
• Bank account document
• Excerpt from the Commercial Register

The standard VAT rate in Bulgaria is 20%, with a reduced rate of 9% applicable in certain cases.

After company registration, businesses can access additional services including VAT registration.

Annual Financial Statements

Annual financial statements are essential for compliance with Bulgarian law and reflect a company’s financial health.

The deadline for submitting the annual tax return in Bulgaria is at the end of March.

Compiling annual financial statements is a standard accounting service for companies in Bulgaria.

Advantages of Doing Business in Sofia

Sofia’s strategic location provides easy access to major European markets and enhances trade opportunities.

Bulgaria’s EU membership offers businesses numerous advantages such as free trade agreements and financial support.

Bulgaria employs a flat corporate income tax system, providing simplicity and predictability for businesses.

At 10%, Bulgaria maintains one of the lowest corporate income tax rates in the European Union.

Bulgaria offers a highly educated and skilled workforce, which is advantageous for companies looking to hire talent.

Establishing a business in Bulgaria allows access to an investment-friendly environment and a stable legal framework.

Business consulting services can provide essential insights for strategic planning and operational efficiency in Bulgaria, often focusing on market analysis and growth strategies.

Strategic Location

• Sofia’s location within the EU provides significant strategic advantages for businesses, enhancing access to European markets.
• Bulgaria’s legal system aligns with EU law, ensuring compliance and benefiting companies operating across the EU.
• Overall, Sofia’s location and EU membership create a business-friendly environment for international growth.

Low Taxes and Competitive Costs

• Flat corporate tax rate of 10% – among the lowest in the EU
• Highly attractive for foreign investment due to simple and low taxation
• Lower cost of living compared to many EU countries
• Reduced operating costs, including rent and utilities
• Minimal social security contributions help reduce employment expenses
• The combination of low taxes and competitive costs makes Bulgaria a top destination for business setup

Skilled Workforce

• Sofia boasts a well-educated and highly skilled workforce
• Employees are known for strong educational backgrounds and technical skills
• Majority of the workforce is multilingual, facilitating international operations
• This presents significant advantages for globally-oriented businesses

Post-Registration Services

After company registration in Bulgaria, a wide range of additional services are available, including:

• Accounting filings
• VAT registration
• Apostille services
• Translations and legalizations

Incorporation services ensure smooth operations with support and follow-up services.

Shelf companies are available for immediate use and include:

• Business office
• VAT number
• Articles of Association
• Certificate of incorporation

Businesses can also utilize virtual office packages for legal registration and administrative support.

Accounting and Bookkeeping

Professional accounting services are essential for maintaining the financial health and compliance of businesses in Bulgaria.

The primary accountancy services provided for companies in Bulgaria include:

• Monthly bookings
• VAT filings
• Annual reports
• Tax declarations

Utilizing these accountancy services helps businesses ensure they meet regulatory requirements and maintain accurate financial records, promoting long-term sustainability.

Legal Support

Legal support is essential for navigating complex Bulgarian laws and regulations when starting a business.

Having specialized legal assistance ensures compliance in key areas and complements accountancy services.

Business Consulting

Business consulting services can significantly enhance a company’s growth trajectory by providing expert insights and strategies tailored to specific market needs.

These services assist businesses in:

• Identifying new opportunities
• Optimizing existing processes
• Formulating effective growth strategies

Consulting services also play a crucial role in strategic planning, guiding businesses on long-term objectives and execution methods.

Overall, business consulting provides actionable insights, enhances organizational effectiveness, and supports competitive advantage.