Business law attorneys| Company registration in Bulgaria | BSLC

Commercial and corporate law in Bulgaria governs all legal relations related to the establishment, operation, management, restructuring, and termination of commercial entities. From the registration of a new company to its liquidation, every stage is subject to specific statutory requirements, primarily set out in the Commercial Act, the Commercial Register and Register of Non-Profit Legal Entities Act, as well as applicable tax and administrative legislation.

In practice, business development is rarely linear. Even at the outset, entrepreneurs face key decisions regarding the appropriate legal form, management structure, participation of partners or investors, and the long-term legal and tax consequences of those choices. At this early stage, the absence of professional legal assessment often leads to issues that emerge much later—during corporate changes, shareholder disputes, inspections by public authorities, or attempts to sell or close the company.

As attorneys specialising in commercial and corporate law, the BSLC team provides legal assistance to Bulgarian and foreign individuals and legal entities throughout the entire lifecycle of a company—from initial incorporation and commencement of business activities to restructuring, sale, or termination of operations. Our work goes beyond the execution of formal procedures; we focus on building a stable legal framework tailored to the specific objectives, risks, and regulatory environment of each business.

When should you consult a commercial law attorney?

Legal assistance is most effective when sought before problems arise, rather than after. Consultation with a commercial law attorney is strongly recommended in the following situations:

• incorporation of a commercial entity and selection of the appropriate legal form—EOOD (Ltd. with 1 shareholder), OOD (Ltd. with 2 shareholders, also abbreviated LLC), AD (JSC - Joint-stock company), sole trader, commercial representation, foundation, or association;
• registration of a company in Bulgaria by Bulgarian or foreign individuals, including remote incorporation through a legal representative;
• admission of a new shareholder or investor, changes in capital structure, share distribution, or company management;
• transfer of company shares or stocks, acquisition or sale of a company or commercial enterprise;
• drafting, reviewing, and renegotiating commercial contracts that create long-term legal and financial obligations;
• VAT registration—mandatory or voluntary—and assessment of tax risks related to the business activity;
• obtaining an EORI number and registration with customs authorities when the company conducts or plans international trade;
• registration and interaction with the National Revenue Agency (NRA) in connection with tax and social security obligations;
• opening corporate bank accounts, as well as opening a personal bank account for foreign nationals in Bulgaria;
• establishment or change of the company’s registered office and legal address;
• production and use of a company seal, where required for business operations or relations with counterparties;
• planning and implementing corporate changes, restructuring, or reorganisation of business activities;
• initiation of procedures for termination, closure, or liquidation of a company, including cases involving outstanding obligations to the state or third parties;
• the need to initiate commercial litigation due to disputes between shareholders, management deadlock, or suspicions of misuse of company assets.

Why is it risky to rely on legal services provided by accountants or unlicensed consultancy firms?

What a commercial law attorney provides

Preliminary legal assessment of the business activity and determination whether it is subject to licensing, registration, or authorisation regimes, prior to company incorporation.

Compliance with requirements for capital, financial stability, guarantees, and security interests in regulated activities and future licensing procedures.

Structuring the company in accordance with the requirements of AML legislation, the National Revenue Agency, and customs authorities, including in cases of remote company registration.

Ensuring the correct sequence between preparation, registration, and licensing, including for transport and crypto-related activities.

Professional legal liability and the ability to provide effective administrative and procedural representation in inspections, refusals, and disputes.

Risks when using accountants or company registration agents

Formal company registration without assessing whether the activity requires a licence or prior legal preparation.

Lack of analysis regarding future requirements for capital, guarantees, and proof of financial stability.

Insufficient knowledge of AML and tax authority practices, leading to inspections, refusals, or VAT deregistration.

Inability to provide legal defence or representation in administrative or court proceedings.

The entire legal risk and its consequences remain solely with the client.

A corporate lawyer is not just a problem-reactive specialist — he is a strategic advisor who anticipates risk, builds protection and ensures sustainable development. At BSLC, we don't wait for controversy to get into action — we build the overall legal architecture of your business from the very first step.

Particularly risky are situations in which participation, financing or share transfer contracts are concluded without a legal assessment of the consequences — not only for tax purposes, but also in the event of future disputes or inspections. The lack of a clear management mechanism, exit of partners or a decision when blocking the company often leads to legal proceedings or blocking of the activity. Gaps in the liquidation of a company with liabilities — especially with regard to notifications to the NRA, filing an application and reporting of assets — can result in joint and several liability of the manager and the inability to liquidate the firm.

Approximate prices for company registration and related services by BSLC

What information is needed for company registration in Bulgaria

Registration of a commercial company requires the prior provision of certain information and the making of key decisions that have a direct bearing on the legal validity, management and future functioning of the company. The correct structuring of these elements at the outset prevents the need for subsequent company changes and regulatory complications.

1. Identification data of the founders and the manager

For the purpose of drawing up the constituent documents and fulfilling the requirements of the current legislation, identity data of:

• the founder (s) of the company;
• the manager, when he is a different person from the founder.

In the case of Bulgarian citizens, data from an identity card are used, and in the case of foreign persons - from an international passport. This information is necessary both for registration in the Commercial Register and for subsequent banking and administrative procedures.

2. Number of founders and governance model

It should be determined:

• whether the company will be with one or more founders;
• whether the founders are natural or legal persons;
• the presence of connectivity between the founders, including family relationships.

It shall be specified separately:

• who will perform the functions of manager;
• whether there will be one or more managers;
• the mode of representation — alone or jointly.

These parameters are essential for the regulation of internal relations and for the responsibility of management.

3. Management address and registered office of the company

Every commercial company should have a registered office in the territory of the Republic of Bulgaria, which shall be entered in the Commercial Register.

The address can be:

• own property of a founder or manager, or
• property used on the basis of a valid legal basis (e.g. rental agreement).

The choice of a real and documented address is particularly important for future VAT registration, banking services and checks by the National Revenue Agency.

4. Subject and scope of activity

The definition of the subject of activity is a key element of the constituent documents. It is necessary to clearly formulate:

• the main economic activity;
• additional activities when expansion is planned.

The nature of the activity matters for:

• the applicability of licensing and registration regimes;
• registration under the VAT and issuance of an EORI number;
• the requirements of banking institutions and supervisory authorities.

An insufficiently precise description of the activity may lead to refusals or additional administrative procedures.

5. Opening a checking bank account

For the purposes of registration, a checking bank account is opened, into which the authorized capital of the company is deposited. The opening of the account can be carried out in person or through a representative, when the procedure is carried out remotely.

The bank certificate of the contributed capital is a mandatory annex to the application for registration.

6. Amount of capital and distribution of shares

It is necessary to determine:

• the size of the authorized capital;
• the number and nominal value of the company's shares;
• the distribution of shares among the partners.

In companies with more than one founder, all shares are of equal value and their distribution should reflect the actual arrangements between the partners, including rights to participate in the management and distribution of profits.

7. Signing and finalizing the registration

After structuring all the necessary data, we proceed to the signing of the constituent documents. Depending on the specific case, the procedure can be performed:

• by personal signature with a notarization, or
• remotely, through a representative or a qualified electronic signature.

After signing, the documents are submitted for entry in the Commercial Register, and the company acquires legal personality from the date of registration.

What are the most frequent disputes with partners in Bulgaria and how to prevent them?

The most frequent disputes between partners in Bulgaria arise over vaguely settled issues in the memorandum of association, such as:

• powers of the manage rand whether its actions are subject to prior agreement by the partners;
• distribution of profit when there is no clear order or there are conflicting expectations;
• the right to vote in decision-making, especially with an equal number of shares or blocking majorities;
• purchase or transfer of shares without the knowledge or consent of the other partners;
• exclusion of a partner, which is often carried out in violation of the legal procedure;
• making additional cash or non-cash contributions for which there is no prior arrangement;
• refusal to participate in managemen tor blocking decisions through inaction.

Legal prevention of such conflicts is achieved by inclusion of specific clauses in the memorandum of association (company agreement)of the Ltd or the relevant constituent act in the case of an EOOD, which regulate:

• the order of decision-making (by what majority, for which actions unanimity is required);
• Opportunity to anticipate special rights of certain partners (Art. 122, para. 2 TZ);
• restriction of the possibility of transferring shares to third parties (art. 129 TZ);
• conditions and consequences of exclusion of a partner (Art. 126 TZ);
• mechanisms for voluntary departure and settlement of property relations;
• explicit settlement of arbitration clause or voluntary jurisdiction in the event of a dispute.

The preparation of a clear and balanced company contract with protective clauses included is the main tool for the prevention of partnership conflicts. The lawyers of BSLCdo not use templates — we create contracts that not only comply with the Commercial Law, but also really protect the interests of all participants, taking into account the structure of the business, the level of trust and development prospects.

Which trade deals are invalid?

Invalidity of commercial transactions means that the transaction is devoid of legal force and does not give rise to legal consequences or gives rise to them only to a limited extent. In Bulgarian commercial law, invalidity is basically divided into two types - null and destructible transactions.

Null (absolutely invalid) transactions

These are transactions that, from the outset, are devoid of any legal value and do not entail any legal consequences. They are considered “non-existent” in the sense of the law, and no one has the right to assert them.

Null are:

• Transactions that are contrary to the law or good morals, for example: contracts for illegal activity, transactions with a subject prohibited by law;
• Transactions without a definite object or with an impossible subject, that is, an object that does not exist or cannot be performed;
• Transactions concluded without the form necessary for validity, when required by law — for example, transfer of shares in a Ltd without notarization or without entry in the Commercial Register;
• Simulated or fictitious transactions that aim to disguise another legal operation or create the illusion of a will statement that is missing;
• Transactions concluded by persons who, by law, are not entitled to perform such actions and without subsequent confirmation.

Nullity can be established at any time and by any interested person, including at the request of the state authority.

Destructible (relatively invalid) transactions

These transactions are valid at the time of their conclusion, but can be declared invalid at the request of the interested party if certain conditions are violated.

Destructible are transactions in which:

• The declaration was made under the influence of Deception, Threateningor at Substantial errorwhich influenced the decision of the party;
• The transaction is made by a person who is inoperableor with limited capacity, without a corresponding power of attorney or without legal protection;
• Lack of consent of one of the partners in transactions for which it is required by law, for example, when disposing of a matrimonial property community;
• There are violations of the procedural rules for signing or approving documents.

In this case, the annulment is established through court proceedings, and until a court decision is issued, the transaction remains in force.

Pending invalidity

This is a special hypothesis when the transaction is concluded by a person who There is no representative powerbind the company — for example, a manager whose rights are not registered or restricted. In such a case, the transaction is only valid if the company explicitly confirms it.

Special cases of invalidity

• Transactions concluded without the consent of the spouse in properties that are part of the matrimonial property community may be declared invalid;
• Transactions that violate the provisions of the Law on Prevention and Establishment of Conflict of Interest may also be invalid (From 23.01.2018 according to the rules of the Law on Counteracting Corruption and on Seizure of Illegally Acquired Property);
• Invalidity can be declared in the absence of the necessary permits or in case of violation of requirements under special laws (for example, the Law on Protection of Competition).

The invalidity of a commercial transaction leads to the restoration of the previous situation (if this is possible) and to legal sanctions against the parties. In order to prevent such risks, preliminary legal verification of contracts, the powers of representatives, as well as the requirements of form and content are key.

Why is consultation with a lawyer important?

Consultation with a lawyer is essential for the prevention of legal risks and ensuring security in business relations in Bulgaria. For example, when concluding a contract for delivery or performance, without examination by a lawyer, they may be admitted Unfavorable contractual clauses such as disproportionate penalties, limitation of liability or unilateral termination rights that place the party at a disadvantage.

In rental contracts for office or warehouse premises, it is common to accept current repair and maintenance clause, the terms of which are not explicitly defined, which can lead to serious financial commitments. A lawyer will ensure that responsibilities are clearly distributed and risks are minimized.

In the case of the creation of Joint Venture or other partnership, the lack of partnership agreement with clear governance, voting and exit mechanisms can lead to blocking of decisions or even litigation. Legal consultation allows to agree in advance and protect these key aspects.

In addition, in the drafting of licensing agreements, for example for the use of intellectual property, clauses are often omitted territorial limitation, time limits, sub-licensing rights and penalties in case of infringement which are critical to the protection of property rights.

A good company lawyer prevents these problems already at the planning stage. It assists in choosing a suitable legal form, draws up reliable constituent documents and company agreements between partners that fully reflect their interests and goals, and ensures compliance of all actions with the requirements of the law. In more complex processes — such as buying and selling a commercial enterprise, entering a new investor or closing a firm — the role of the lawyer is crucial to minimize risk, save time and avoid administrative or judicial sanctions. This is where the legal precision and strategic thinking of the BSLC team ensure that your business is protected at every level.