Register an OOD in Bulgaria: Multi-Partner LLC Guide (2026)

An OOD is Bulgaria's familiar limited-liability company for two or more partners. It can suit co-founders who want a stable ownership structure, a foreign group forming a joint Bulgarian subsidiary, or investors who are ready to agree their economic and voting rights before the business starts.

Registration itself follows a standard path: settle the partner arrangements, sign the articles of association, appoint the manager, fund the capital, and submit form A4 to the Commercial Register. The harder and more valuable work is deciding how the partners will make decisions when their interests no longer align as neatly as they do on incorporation day.

This guide provides general information as at 1 August 2026. It is not legal, tax, accounting, banking, immigration, or investment advice for a specific company or group of founders.

Registering an OOD in Bulgaria at a Glance

When Does an OOD Fit the Founders?

An OOD is a separate legal person after it is entered in the Commercial Register. The company owns its assets and incurs its obligations; partners are normally exposed through the contributions they have agreed to make, rather than being personally liable for every company debt. Personal guarantees, unlawful conduct, unpaid contributions, and specific manager or insolvency liabilities can still create personal exposure.

The form is often appropriate where:

• two or more people will own the business from the outset
• ownership percentages and voting power should be recorded publicly and in binding company documents
• the partners want the established OOD framework rather than the more flexible but eligibility-limited variable-capital company
• a foreign parent and a local or international co-investor will form a joint Bulgarian vehicle
• management can be entrusted to one or more individuals under an agreed method of representation

If one person will genuinely own the company, an EOOD is the corresponding single-owner form. Founders still choosing among structures can compare EOOD, OOD, and DPK in Bulgaria. This guide instead assumes that an OOD has been selected and focuses on getting its incorporation right.

Design the Partner Relationship Before Filing

The articles of association are not merely a Registry Agency attachment. They set the company's constitutional rules and must cover its name, seat and management address, activities, duration if limited, partners, capital, each partner's participation, management, representation, and any agreed partner advantages or other required matters.

For a simple company, partners should still make express choices about:

• ownership and votes: whether economic participation and voting follow the same percentages, and whether the articles will require higher majorities for selected matters
• management: who will be manager, whether there will be more than one, and whether they represent the company separately or jointly
• financing: what is equity, what is a partner loan, and when the partners may be asked to provide additional cash
• profit policy: when distributions may be considered and how profits are allocated within the limits of law and the articles
• transfers and exits: how a proposed sale, voluntary departure, death, incapacity, or serious breach will be handled
• information and controls: budgets, bank mandates, reporting, related-party transactions, and access to records
• disputes: escalation, mediation, buy-sell mechanisms, valuation, and the forum for claims

The Commerce Act supplies default voting rules and reserves important matters to the general meeting. Some decisions require a majority greater than three-quarters of the capital, while a capital increase or reduction requires unanimity under the statutory rule. The articles may impose stricter voting conditions in appropriate cases. Founders should not copy a unanimity clause into every operational decision without understanding how easily it can stop the company from acting.

A separate shareholders' or partners' agreement can add confidentiality, commercial milestones, founder vesting, detailed transfer mechanics, or other private arrangements. It must be coordinated with the articles and mandatory company law; a private promise does not automatically change what the manager may do toward third parties or what appears in the Commercial Register.

Capital and Company Shares After the Euro Change

Bulgaria adopted the euro on 1 January 2026. A newly formed OOD states its capital and company shares in euro. Article 117 of the Commerce Act now sets a minimum registered capital of EUR 1 and a minimum value of EUR 0.01 for a company share, as confirmed by the Ministry of Justice's official euro and company-law guidance.

The founders choose the total capital and allocate it among the partners. The figures must reconcile exactly across the articles, founding resolutions, bank evidence, and A4 application. A partner's registered capital participation is not the same thing as every commercial contribution that partner may make: work, know-how, loans, equipment, and intellectual property require their own legal and accounting analysis.

For a cash-capital OOD, at least the statutory minimum must be deposited before registration. If the chosen capital exceeds that minimum, at least 70% must be paid before registration; the articles must address the balance, and full payment cannot be postponed beyond the statutory two-year limit. Many founders pay the full amount at once to keep the evidence and future obligations clear.

Non-cash contributions follow a different statutory valuation and evidence process. They should be planned separately rather than added to a standard cash-capital filing at the last moment.

Documents Normally Needed for an OOD

For a straightforward incorporation with cash capital, the A4 package normally includes:

• articles of association signed by all partners
• the founding meeting minutes or written resolutions adopting the structure and appointing the manager or managers
• each manager's notarised consent and specimen signature
• each manager's declaration concerning the disqualifications under Article 141(8) of the Commerce Act
• bank evidence for the deposited capital
• the A4 application and applicant declarations required by the Commercial Register legislation
• a disclosure copy of the articles with personal data not required by law removed
• relevant powers of attorney and representative documents
• a licence or authorisation if the law requires it at the registration stage

If a partner is a foreign legal entity, the file commonly also needs current evidence of that entity's existence and lawful representatives, plus its valid corporate resolution to participate in the OOD. Foreign public documents may require apostille or another form of legalisation and a certified Bulgarian translation.

The Registry Agency's A4 service record lists the official initial-registration attachments. Templates can help with a basic company, but the founders should not let a template decide commercial questions for them.

How to Register an OOD Step by Step

1. Agree One Authoritative Data Sheet

Fix the partners, participation percentages, capital, company name, activities, Bulgarian address, managers, and representation method. Confirm early whether the intended activity needs a licence, professional qualification, sector registration, or higher capital.

2. Check the Company Name

Search the public Commercial Register before signing. Company-name availability is not a trademark or domain-name clearance, so protect important branding separately.

3. Draft and Sign the Articles

Make the articles and any private partner agreement work together. The names, identifiers, addresses, participation, capital, and representation wording must be consistent in every document. Prepare a separate redacted copy for public disclosure rather than publishing unnecessary personal data.

4. Record the Founding Meeting

All founders should approve the agreed articles and document the incorporation decisions, capital subscriptions, and manager appointment. The minutes must accurately reflect what the partners actually approved; they are not a place to repair inconsistent articles after signing.

5. Complete Manager and Capital Formalities

Each manager completes the consent, signature specimen, and statutory declaration in the required form. Open the capital-raising account and deposit the required euro capital. Bank KYC is separate from registry review and may require information about the partners, beneficial owners, source of funds, activities, customers, and expected transactions.

6. Submit Form A4

File A4 with the supporting documents and state fee. The Registry Agency provides an official A4 filing guide. Electronic submission requires an accepted authentication and signing method and an applicant entitled by law to file; sending scans by email is not a registry application.

7. Monitor Instructions and Verify the Entry

If a required attachment or fee is missing, the registration officer may publish instructions by the next working day. The official service record says they can be met through form J1 within three working days from submission of the A4. Monitoring the application page is therefore essential.

After approval, the company receives its UIC/EIK. Check the partners, capital, manager, representation, address, and published articles immediately. An entry error is easier to address before contracts, banking, or invoices begin.

Foreign Partners and Remote Formation

Foreign individuals and legal entities can generally participate in an OOD, and much of the project can be coordinated remotely. However, registry filing, notarial form, foreign corporate authority, apostille or legalisation, Bulgarian translation, delivery of originals, and bank onboarding are separate workstreams. A power of attorney does not remove a bank's right to identify the partners and beneficial owners.

Allow more time when a partner is a foreign company, when managers sign in different countries, or when ownership chains are complex. Incorporating an OOD does not itself give a foreign partner or manager a visa, residence right, work authorisation, or Bulgarian personal tax residence. Our guide to opening a company in Bulgaria as a foreigner covers these cross-border considerations in more depth.

Official Cost and Realistic Timing

The government's current administrative-service record lists the initial OOD registration fee as EUR 28.12 for an electronic application and EUR 56.24 for a paper application. It gives the service time for a complete initial filing as the end of the next working day.

That is the Registry Agency review period, not a promise that the entire setup will take one day. Drafting, partner negotiations, notarial work, bank KYC, foreign-document authentication, translation, and correction of instructions can add time. Budget separately for the bank, notary, courier, translation, legalisation, address, accounting, and professional assistance; none is included in the state fee.

Post-Registration Duties

Once registered, the OOD should promptly:

1. activate or replace the capital account with the appropriate operating bank account
2. appoint an accountant and establish invoice, expense, payment, and document controls before transactions start
3. assess VAT obligations, including special rules for EU and cross-border transactions rather than relying only on the general turnover threshold
4. document the manager's remuneration and social-insurance position
5. complete employment and payroll formalities before staff begin work
6. obtain any sector authorisation not completed at incorporation
7. assess beneficial-owner reporting and keep ownership information current
8. calendar corporate-tax, statistical, annual-meeting, and financial-reporting obligations

The company should also implement the governance it promised on paper: meeting notices, written minutes, approval thresholds, budgets, and partner reporting. For the wider compliance picture, see our complete company-registration guide.

Deadlock and Filing Mistakes to Prevent

A 50/50 OOD is not automatically defective, but an ordinary majority may be impossible whenever the two partners disagree. Before registration, decide who can keep routine business moving, which matters genuinely require both partners, how a dispute escalates, and what happens if the deadlock persists. Any buy-sell or valuation clause should be tested for funding, fairness, tax, and enforceability—not added as a dramatic label copied from another contract.

Common filing failures are more prosaic: inconsistent names or identifiers, capital totals that do not reconcile, mismatched representation language, missing bank evidence, incorrect notarisation, outdated foreign documents, missing translations, and an unredacted public copy of the articles.

Before A4 is submitted, confirm that:

• every partner has approved the same final articles
• capital and participation total correctly in all documents
• the manager appointment and representation method match A4
• bank and manager documents use the same company details
• foreign documents are current, authenticated, and translated as required
• the applicant has filing authority and the correct fee has been paid
• someone will monitor the application for instructions
• banking, accounting, VAT, payroll, licensing, and governance have responsible owners after registration

How Lion Consult Can Help

Lion Consult can coordinate the incorporation structure, tailored articles, founding resolutions, foreign-partner evidence, manager and capital formalities, A4 sequence, and the handover to accounting and post-registration compliance.

Contact Lion Consult to plan an OOD around the partners' ownership, decision-making, financing, signing countries, and intended business.

This article reflects general information available on 1 August 2026. Check the current Commerce Act, Registry Agency requirements and fees, tax rules, and any sector-specific regime before relying on a formation strategy.

Frequently Asked Questions

What is an OOD in Bulgaria?

An OOD is a Bulgarian limited-liability company with two or more partners. It becomes a separate legal person when entered in the Commercial Register.

What is the minimum capital for an OOD in 2026?

The statutory minimum capital is EUR 1, and an individual company share may not be smaller than EUR 0.01.

How much is the official OOD registration fee?

Initial registration costs EUR 28.12 electronically or EUR 56.24 on paper. Bank, notary, translation, legalisation, and professional costs are separate.

Which application registers an OOD?

Initial OOD registration uses Registry Agency form A4 together with the articles, founding decisions, manager documents, capital evidence, declarations, and case-specific attachments.

How long does OOD registration take?

The official service time for a complete initial filing is by the end of the next working day. Preparation, bank KYC, foreign documents, or correction instructions can extend the overall process.

Can foreign partners register an OOD remotely?

Foreign individuals and companies may generally participate, and many steps can be coordinated remotely. Notarisation, legalisation, translation, originals, filing authority, and bank KYC must still be planned.

What should 50/50 OOD partners agree before registering?

They should define operational authority, reserved decisions, dispute escalation, funding duties, exit and valuation mechanics, and a workable response to persistent deadlock.