Register a Variable-Capital Company (DPK) in Bulgaria (2026)

A Bulgarian variable-capital company (DPK) is a limited-liability form designed for eligible smaller businesses that need more flexibility in their ownership structure. A single founder uses the designation EDPK; two or more founders use DPK. In both cases, the company becomes a separate legal person only when it is entered in Bulgaria's Commercial Register.

Registration uses form A19 and does not involve registering a fixed amount of capital or the founders' individual holdings. That procedural advantage does not make the incorporation documents simple. The founders must design the interests, contributions, management, representation, and internal records before filing.

Bulgarian company law, filing practice, fees, and tax rules can change. This guide is general information as at 1 August 2026, not legal, tax, investment, or accounting advice for a particular company or fundraising plan.

Registering a DPK in Bulgaria at a Glance

Check DPK Eligibility Before Incorporation

The current Bulgarian Commerce Act allows a DPK to be founded by one or more individuals or legal entities. A legal entity declared insolvent cannot be a founder. The form is available only to an enterprise with an average staff headcount below 50 and annual turnover not exceeding BGN 4 million and/or assets not exceeding BGN 4 million.

Since the euro became Bulgaria's official currency, each legacy BGN 4 million ceiling corresponds to EUR 2,045,167.52 under the statutory conversion rules. It should not be silently rounded down to EUR 2 million when eligibility is assessed. Founders should also check whether their proposed regulated activity permits this legal form and whether a licence must already accompany registration.

The DPK is not automatically the best form merely because it is flexible. A standard EOOD or OOD may be easier for a stable owner-managed business. Our EOOD, OOD, and DPK comparison explains that choice separately; this guide addresses only the incorporation process.

Eligibility remains relevant after registration. If the annual meeting finds that the company failed the size test at the end of the previous financial year, the DPK must convert into another capital company within the statutory timetable. Founders expecting rapid growth should plan for that possibility.

Decisions to Make Before Drafting

Name, seat, address, activity, and duration

Choose a distinguishable name and include DPK or the full Bulgarian designation for a multi-member company. A single-member company must use EDPK or its full designation. Search the Commercial Register portal before signing, but remember that name availability is not trademark clearance.

Fix the Bulgarian registered seat and management address, describe the business activities, and decide whether the company will exist indefinitely or for a stated term. Official communications must reach the company at its registered address.

Interests, classes, and contributions

There is no minimum total capital and the capital amount is not registered. Each interest must nevertheless have a nominal value of at least EUR 0.01. Interests within one class must have the same nominal value, while different classes may use different values.

Before incorporation, record:

• the number and nominal value of the interests in each class
• the rights attached to each class and any special transfer conditions
• which interests each founder will take
• the amount, form, and deadline for every contribution
• any in-kind contribution and its required valuation and transfer formalities

The contribution deadline is set by the company agreement or by a members' resolution. Rights under an interest arise when its contribution is paid. The mandatory A19 attachment list does not include ordinary bank evidence for a cash contribution, so a capital-raising account is not a statutory registration step equivalent to the one used for an EOOD or OOD. Founders still need an auditable payment record and enough real working capital to operate.

Management and representation

The governing document must choose either one or more managers or a management board and state how the company is represented. If there are several authorised representatives, decide whether they act separately, jointly, or in another clearly expressed combination. A management board must also choose its chair and the member or members authorised to represent the company.

Keep the incorporation version proportionate. Share classes and special rights should be included only where the founders can define them coherently. Detailed vesting, option, convertible-finance, and investor-control arrangements belong in a tailored governance and financing design, not in a copied registration template.

Documents Required for Form A19

Article 33ch of the Registry Agency's Regulation No. 1 sets the controlling attachment list for an initial DPK filing. Depending on the founders, management model, and activity, the package includes:

• the signed company agreement, or an incorporation act for an EDPK
• a second public copy with personal data not required by law removed
• declarations from the founders concerning the restriction on an insolvent legal entity acting as founder
• the founders' or sole owner's decision appointing the manager or management board
• board minutes choosing the company's representatives, if a board is used
• notarised consent and signature specimens for the manager or authorised board representatives
• notarised management consents and declarations concerning the statutory disqualifications
• any licence or permission that the relevant sector law requires at filing
• the special documents required for a qualifying in-kind contribution
• the standard applicant declaration and representation documents required by the Commercial Register legislation

A foreign corporate founder also provides evidence of its existence and legal representatives under its national law, plus the competent corporate decision to participate in the DPK. Authentication, apostille or legalisation, and Bulgarian translation requirements must be checked for the issuing country and document. A Bulgarian company already visible in the Commercial Register does not normally need to prove facts the Registry can verify there.

The company agreement itself must cover the name, seat and address, activity, duration if limited, classes and nominal values, class rights and special transfer terms, in-kind contributions, management and representation, reserved founder privileges if any, profit allocation, and other agreed rules for the company's formation, existence, management, and termination.

How to Register a DPK Step by Step

1. Confirm the form and the proposed activity

Test the planned business against the DPK size limits and any sector-specific legal-form, licence, capital, or management conditions. For the broader company setup sequence, see our complete Bulgarian company-registration guide.

2. Fix the founder and interest schedule

Identify every founder, the interests and class each will receive, contribution deadlines, and any in-kind assets. Resolve inconsistencies before the governing document is drafted.

3. Adopt the governing document and appointments

The founders sign the company agreement or the sole founder adopts the incorporation act. They appoint the manager or board and approve the intended representation. Where a board is used, complete its separate organisational and representation decisions.

4. Complete notarised and foreign documents

Managers and board members complete the required consents, signature specimens, and declarations. Obtain current foreign-entity documents, corporate approvals, authentication, and translations where applicable. Prepare both the complete governing document and the correctly redacted public copy.

5. Submit form A19 and pay the fee

Use the Registry Agency's official A19 service. In 2026 the converted state fee is EUR 28.12 for electronic filing and EUR 56.24 for paper filing. The Registry Agency's current fee guidance confirms that post-euro fees are expressed in euro under the statutory conversion and rounding rules.

Electronic filing requires a qualified electronic signature and an eligible applicant or authorised lawyer. A paper application can be lodged at a Registry Agency territorial office. Confirm applicant authority and execution formalities before submission; a complete document set does not cure an ineligible filing.

6. Monitor instructions and confirm the registration

Under the Commercial Register Act, an initial trader-registration application is reviewed by the end of the next working day. That is a review target, not a guarantee that every company will be registered in one day. Missing attachments, contradictory clauses, authentication problems, or Registry instructions extend the practical timeline and can result in refusal.

After approval, confirm the UIC, registered name, seat, address, managers, representatives, and representation method against the filed documents. The DPK exists as a legal entity from registration.

Foreign Founders and Remote Formation

Bulgarian law does not reserve DPK ownership to Bulgarian nationals. Foreign individuals and foreign legal entities can be founders, subject to the same eligibility and sector rules. The extra work usually concerns identity, corporate authority, translations, document authentication, notarisation, and bank compliance rather than nationality itself.

Remote formation may be possible when the signing and filing chain is planned in advance. It should not be advertised as automatically “fully online”: a foreign founder or manager may need local or foreign notarisation, apostille or legalisation, and original documents. Owning a DPK also does not by itself grant Bulgarian residence or work rights. See our guide to opening a Bulgarian company as a foreigner for those cross-border issues.

Costs and Practical Timing

Avoid quoting one all-inclusive price without mapping the facts. A single local founder, one manager, cash contributions, and one class is different from a cross-border founding group with a board, several classes, and contributed IP.

Duties Immediately After Registration

Registration is the beginning of compliance, not the finish. The company should:

1. establish and maintain its internal members' book; changes supported by the required documents must be entered within seven days
2. collect and record contributions and issue accurate evidence of each member's participation
3. open an operational bank or payment account and complete provider KYC
4. appoint an accountant and organise invoices, records, payroll, tax, and annual reporting from the first transaction
5. assess beneficial-owner, VAT, employment, social-security, and licensing obligations on the company's actual facts
6. ensure the annual meeting establishes the capital at financial year-end and its movement from the prior year
7. monitor the staff, turnover, and asset limits and plan a conversion promptly if the company outgrows the DPK form

The DPK has no special corporate-income-tax exemption. Read our Bulgarian corporate-tax guide when building the post-registration compliance calendar.

Common Registration Mistakes and Final Checklist

Common causes of delay include using the wrong designation, copying an OOD agreement into a DPK filing, leaving class rights or contribution terms internally inconsistent, omitting board representation minutes, filing only one unredacted agreement, and treating the Registry's next-day review rule as a guaranteed completion time.

Before filing, confirm that:

• the DPK eligibility and sector-law checks are documented
• the name, seat, address, activity, and duration match across all documents
• every interest has at least EUR 0.01 nominal value and each class is coherent
• founder allocations, contribution deadlines, and in-kind inputs reconcile
• management, representation, consents, specimens, and declarations align
• foreign documents are current, authenticated, and translated as required
• the full and public-redacted copies are both ready
• the applicant is entitled to file, the correct A19 route is used, and the fee is paid in euro
• an owner is assigned to the members' book, accounting, banking, tax, and post-registration compliance tasks

How Lion Consult Can Help

Lion Consult can assess whether the DPK form fits the founders and activity, design the incorporation structure, prepare the company agreement and management documents, coordinate foreign evidence and notarisation, submit form A19, and hand the registered company over to accounting and ongoing compliance.

Contact Lion Consult before signing if the DPK will have several founders, special classes, foreign entities, a management board, intellectual property contributions, or a regulated activity.

This article reflects general information available on 1 August 2026. Confirm the current Commerce Act, Registry Agency form and attachment requirements, fees, tax treatment, and sector-specific rules before relying on an incorporation strategy.

Frequently Asked Questions

What is a DPK or EDPK in Bulgaria?

A DPK is a Bulgarian variable-capital company with two or more members. Its single-member form is designated EDPK. Both become separate legal persons when registered in the Commercial Register.

Who is eligible to establish a DPK?

The DPK must have fewer than 50 staff and remain within the Commerce Act's annual-turnover and/or asset ceiling. The legacy BGN 4 million ceiling converts to EUR 2,045,167.52. A legal entity declared insolvent cannot act as founder.

What is the minimum capital for a DPK in 2026?

There is no separate statutory minimum total capital, but each interest must have a nominal value of at least EUR 0.01. Rights under an interest arise after the agreed contribution is paid.

Does DPK registration require a capital-raising bank account?

The mandatory A19 attachment list does not require ordinary bank evidence for a cash contribution, unlike the standard EOOD or OOD incorporation process. Founders should still keep auditable contribution records and arrange an operational account after registration.

Which application and documents register a DPK?

Initial registration uses form A19. The filing includes the company agreement or EDPK incorporation act, a redacted public copy, founder declarations, management appointment documents, notarised management consents and signature specimens, and case-specific foreign, licence, or in-kind contribution documents.

How much does DPK registration cost and how long does it take?

The converted Registry Agency fee is EUR 28.12 electronically or EUR 56.24 on paper. An initial trader-registration application is reviewed by the end of the next working day, but instructions, corrections, foreign documents, and preparation can extend the full process.

Can a foreigner register a DPK in Bulgaria?

Yes. Foreign individuals and legal entities may be founders. The practical requirements depend on corporate authority, notarisation, apostille or legalisation, Bulgarian translations, applicant authority, and bank compliance.