EOOD vs OOD vs DPK in Bulgaria: Which Company Form Fits?

Choosing between an EOOD, OOD, and DPK is not simply a question of which company is cheapest to register. The right form depends on who will own the business, how decisions will be made, whether investors or employees may receive equity, and what should happen when the company grows.

An EOOD and OOD are two versions of Bulgaria's established limited-liability company. A DPK is a newer variable-capital company designed for eligible small businesses that need more flexible ownership and financing tools. Each can work well, but they solve different problems.

Bulgarian company and tax law can change, and the governing documents can materially alter the default rules. This guide is general information, not legal, tax, accounting, or investment advice for a particular business.

EOOD vs OOD vs DPK at a Glance

The table is a starting point. A well-drafted OOD can support sophisticated co-founder arrangements, while a poorly drafted DPK can still create disputes. The quality of the governance documents matters as much as the label.

What Is an EOOD?

An EOOD is a single-member limited-liability company. It is the one-owner form of an OOD, not a separate corporate species with a different tax regime. The sole owner may be an individual or a legal entity and exercises the powers normally held by the general meeting. One or more managers represent and run the company.

The EOOD is often suitable where:

• one founder will own the business from the start
• a foreign parent wants a wholly owned Bulgarian subsidiary
• the owner wants a familiar form for banks, suppliers, and counterparties
• outside equity is not expected immediately

Its simplicity should not be overstated. The owner must document decisions reserved to the sole owner, keep company money separate, maintain accounting records, and distinguish ownership from management. If a second owner is admitted, the incorporation act and registered circumstances must be changed and the company becomes an OOD.

The EOOD is therefore a strong default for a genuinely single-owner business, but it is less convincing when several people are already contributing money, work, or intellectual property in exchange for an understood share of the venture. Informal promises do not replace registered ownership and properly drafted agreements.

What Is an OOD?

An OOD is the multi-member Bulgarian limited-liability company. Its capital is divided into the interests of two or more partners. The general meeting makes reserved decisions, while one or more managers handle and represent the business within the statutory and contractual framework.

An OOD commonly fits:

• two or more active founders
• a family or professional business with stable ownership
• a joint venture that does not need multiple share classes
• investors comfortable with conventional limited-liability interests

The articles of association should address voting, management appointment, funding, profit distributions, transfers, exits, deadlock, and the consequences of a partner ceasing to work in the business. Statutory defaults are rarely a complete co-founder arrangement.

Transfers between existing partners are generally less demanding than an admission of a third party. A transfer to an outsider requires compliance with the admission rules, the prescribed transfer form, and Commercial Register filings. Employment-related declarations may also be required. The practical result is useful stability, but less agility than a DPK designed from the outset for repeated investment or employee participation.

What Is a DPK or EDPK?

A DPK is a company with variable capital. Its single-owner version is an EDPK. It has separate legal personality and answers to creditors with its own property, but its capital is not recorded as a fixed amount in the Commercial Register. The annual general meeting establishes the capital at the end of the financial year and its movement from the previous year.

The Commerce Act provisions introducing the DPK allow, among other things:

• different classes of interests with different economic or voting rights
• non-voting interests where the company agreement permits them
• contractual transfer restrictions and pre-emption or co-sale rights
• company acquisition of its own interests within statutory limits
• rights to acquire interests and loans convertible into interests
• employee equity rights, subject to the statutory 15% aggregate ceiling
• management by one or more managers or by a management board

These tools make a DPK attractive for an eligible startup expecting funding rounds, founder vesting-style economics, employee participation, or different investor rights. They do not make the company agreement optional; they make careful drafting more important.

A DPK is available only while it satisfies the statutory size test. As at 1 August 2026, this means fewer than 50 employees and annual turnover not above EUR 2,045,167.52 and/or assets not above EUR 2,045,167.52. If the test is no longer met at the relevant annual review, the company must convert into another capital company within the statutory timetable. Founders planning rapid scale should treat conversion as part of the funding roadmap, not as a distant edge case.

Capital and Creditor Protection

Since Bulgaria adopted the euro, the statutory minimum capital for an EOOD or OOD is EUR 1 and an individual interest may not be smaller than one euro cent. The Euro Introduction Act also governs the conversion of pre-2026 registered capital and company documents.

The minimum is a legal threshold, not a sensible operating budget. Rent, software, salaries, stock, professional services, and tax obligations must be financed separately. Depending on the facts, funding may come through capital, additional cash contributions, shareholder loans, or revenue.

DPK capital is variable and unregistered, and each interest must have a nominal value of at least one euro cent. This removes the fixed-capital mechanics from many ownership changes, but it does not remove contribution obligations or creditor risk. In all three forms, limited liability belongs to the company structure; it does not excuse unpaid contributions, personal guarantees, manager misconduct, tax breaches, or transactions that can be challenged under insolvency law.

Governance and Control

For an EOOD, the sole owner can move quickly because there is no co-owner vote. The owner should still issue written resolutions and define whether the manager may act alone or requires owner approval for material matters.

For an OOD, voting power usually follows capital participation unless the articles validly provide otherwise. Important matters are reserved to the general meeting and statutory majorities apply. Co-founders should agree a list of reserved decisions and a workable deadlock process before incorporation.

The DPK offers more room to configure governance. Its agreement can define classes, privileges, voting allocation, transfer controls, and investor rights. Class voting protects specially affected rights. That flexibility is valuable, but it increases the cost of vague or inconsistent drafting and requires the shareholders' book to be kept accurately.

Ownership Transfers and Investment

EOOD and OOD ownership is visible through the Commercial Register, and changes normally require formal documents and registration. For an EOOD, a transfer of the sole interest changes the owner; admitting another owner changes the legal designation to OOD. For an OOD, a third-party transfer also involves admission to the company.

DPK interests are recorded in the company's internal shareholders' book. The law generally permits free transfer unless the company agreement restricts it, and the agreement may reduce the transfer contract from notarised signatures to ordinary written form. A transfer must be entered in the book to bind the company. This can support investment activity, but makes reliable internal record-keeping and due diligence essential.

An OOD can certainly receive investment. Capital increases, transfers, loans, and shareholders' agreements remain available. A DPK becomes more compelling when multiple classes, convertible funding, employee equity, or repeated changes to the ownership ledger are expected. Neither form replaces a term sheet, investment agreement, IP assignment, or tax analysis.

Tax and Ongoing Compliance

Legal form selection does not normally change Bulgaria's headline corporate income-tax rate. The National Revenue Agency confirms a 10% corporate tax rate on taxable profit. Dividend taxation is generally 5% where applicable, but exemptions, treaties, and the recipient's status can change the result.

EOOD, OOD, and DPK companies all need accounting, annual reporting, tax compliance, and a separate review of VAT, payroll, social-security, beneficial ownership, and sector licensing. How an owner or manager is remunerated may affect personal tax and social-security treatment, but that is not determined by the company acronym alone. See our Bulgarian corporate tax guide for the wider tax framework.

Which Form Fits Which Scenario?

Solo consultant or owner-managed online business

An EOOD is usually the clearest starting point when one person owns and controls the company and no equity round is planned. A DPK may add complexity without a corresponding benefit.

Two founders building a stable service company

An OOD is often the familiar choice. The founders should invest in strong articles and a separate agreement covering roles, funding, deadlock, exits, and client or intellectual-property ownership.

Startup planning employee equity and external funding

A DPK may offer the best statutory toolkit while the business remains eligible. The founders should model future classes, option dilution, investor approvals, and the later conversion required when the size test is exceeded.

Wholly owned Bulgarian subsidiary

An EOOD is commonly easier to align with the foreign parent's governance and consolidation. International ownership adds document, banking, tax, and beneficial-owner work; our foreigner company guide explains those practical issues.

Regulated or bank-financed activity

Start with the sector rules and the expectations of the regulator, lender, or contracting authority. A legally available form is not necessarily accepted for every licence, tender, financing product, or investment mandate.

Decision Checklist

Before choosing, answer these questions in writing:

1. Will there be one owner or several owners at incorporation?
2. Is ownership expected to remain stable for the next two years?
3. Will investors need different voting, dividend, liquidation, or exit rights?
4. Is employee equity genuinely planned, and what dilution is acceptable?
5. Who appoints and removes management, and which decisions need owner consent?
6. What happens if a founder leaves, dies, stops contributing, or wants to sell?
7. Can the business remain within the DPK staff and financial limits?
8. Would a future conversion disrupt a funding round, licence, or bank facility?
9. Are foreign owners, regulated activities, or tax-residence issues involved?
10. Does the financing plan provide real working capital rather than only the statutory minimum?

After selecting the structure, use our company registration in Bulgaria guide to plan the documents, filing, banking, tax, and post-incorporation work.

How Lion Consult Can Help

Lion Consult can compare the forms against your ownership and financing plan, prepare tailored incorporation documents, coordinate Commercial Register filings, and align the setup with accounting, VAT, banking, and beneficial-owner requirements.

Contact Lion Consult before filing if the company has co-founders, foreign owners, planned investment, employee equity, or regulated activities. Resolving those questions at the design stage is usually more efficient than rebuilding the structure after registration.

This article reflects the general legal position reviewed on 1 August 2026. It is not a substitute for advice on your proposed owners, governance, financing, tax position, or regulated activity. Confirm the current law, Registry Agency practice, and tax treatment before acting.

Frequently Asked Questions

What is the main difference between an EOOD and an OOD?

An EOOD has one owner, while an OOD has two or more partners. Both use Bulgaria's established limited-liability company framework, fixed registered capital, and management by one or more managers.

Which Bulgarian company form is best for a startup?

An eligible DPK may suit a startup expecting investment, multiple interest classes, convertible funding, or employee equity. An OOD may be more appropriate where ownership will remain stable and those tools are unnecessary.

What is the minimum capital for an EOOD, OOD, or DPK?

The statutory minimum registered capital for an EOOD or OOD is EUR 1. A DPK has no fixed minimum capital, but each interest must have a nominal value of at least one euro cent.

Is there a tax difference between an EOOD, OOD, and DPK?

The legal form does not normally change Bulgaria's standard 10% corporate income-tax rate. Dividend, VAT, payroll, withholding-tax, treaty, and social-security treatment depends on the transaction and the persons involved.

Can a DPK have only one owner?

Yes. A single-owner variable-capital company is designated as an EDPK, while the multi-owner form is designated as a DPK.

What happens when a DPK becomes too large?

If a DPK no longer meets the statutory staff and financial eligibility tests, it must convert into another capital-company form within the timetable prescribed by the Commerce Act.