Documents for Company Registration in Bulgaria

Documents for Company Registration in Bulgaria

Short answer: To register an EOOD, you need 7 documents: Articles of Association, a copy with redacted personal data, a resolution, a specimen (notarially certified), 3 declarations, and a bank certificate. For an OOD — Articles of Partnership instead of Articles of Association and Minutes of the Founding Meeting. Firmify generates everything automatically.

Registering a company in Bulgaria requires preparing a specific set of documents. The exact set depends on the legal form (EOOD or OOD), but the core elements are common and include the foundational document, minutes, declarations, and a bank certificate.

Proper document preparation is critically important — errors or omissions are the most common reason for refusal by the Trade Register. A refusal means lost time and having to pay the state fee again.

In this article, we will review each document in detail — what it contains, who signs it, and what the format and content requirements are.

Document Overview

For an EOOD:

1. Articles of Association (Учредителен акт)
2. Copy of the Articles of Association / Articles of Partnership with redacted personal data (personal identification numbers and addresses), except for data required by law — pursuant to Art. 20(1)(b) of Ordinance No. 1.
3. Resolution of the Sole Owner (Протокол-решение)
4. Specimen signature of the manager (Спесимен)
5. Declaration under Art. 13(4) of the Commercial Register Act
6. Declaration under Art. 141(8) and (9) of the Commerce Act
7. Declaration under Art. 142 of the Commerce Act
8. Bank certificate of deposited capital

For an OOD — the list is analogous, but instead of Articles of Association, Articles of Partnership (Дружествен договор) is prepared, and instead of a resolution — Minutes of the Founding Meeting.

Detailed List of Required Documents

Articles of Association (EOOD) / Articles of Partnership (OOD)

This is the foundational document of the company — its "constitution." It defines all the key parameters of the business.

The Articles of Association (for EOOD) must contain:

• Company name (in Cyrillic, with the option for Latin transliteration)
• Registered office and address
• Scope of activity (description of the business activity)
• Amount of capital (min. 1 EUR)
• Number and nominal value of shares
• Name and details of the manager
• Method of representation
• Term of the company (if limited; usually "unlimited")

The Articles of Partnership (for OOD) contains all of the above, plus:

• Names and details of all partners
• Distribution of shares among partners
• Rules for convening and holding the General Meeting
• Voting majorities for decision-making
• Conditions for share transfer
• Procedure for exit and admission of partners

Resolution (EOOD) / Minutes of the Founding Meeting (OOD)

The Resolution (for EOOD) is the document by which the sole owner formally decides to:

• Establish the company
• Adopt the Articles of Association
• Appoint a manager
• Set the registered address

The Minutes of the Founding Meeting (for OOD) documents the decisions of all partners:

• Decision to incorporate
• Adoption of the Articles of Partnership
• Election of manager(s)
• Setting the registered address
• Signatures of all partners present

Specimen Signature of the Manager

The specimen is a sample of the manager's signature that the Trade Register keeps on file. Notarial certification of the specimen is mandatory regardless of the filing method — signing with a QES alone is not sufficient.

Declaration under Art. 13(4) of the Commercial Register Act

With this declaration, the applicant confirms that:

• The declared circumstances for entry are true
• The submitted documents are authentic
• The applicant is aware of the liability for false information

Signed by the applicant — usually the owner (for EOOD) or an authorized person.

Declaration under Art. 141(8) and (9) of the Commerce Act

A declaration by the manager confirming that:

• They have not been convicted of certain crimes (fraud, theft, document offenses, etc.)
• They have not been a manager of a company terminated due to insolvency with unsatisfied creditors remaining
• They meet all legal requirements for holding the position of manager

Declaration under Art. 142 of the Commerce Act

A declaration of the absence of a prohibition on competing activity. The manager declares that:

• They do not engage in competing activity in their own name or on behalf of others
• They are not a partner or manager in another company with a similar scope of activity
• Or they have explicit consent from the owner/General Meeting for such activity

Bank Certificate of Deposited Capital

A certificate issued by the bank confirming that the subscribed capital (min. 1 EUR) has been deposited into an escrow account. The document is issued by the bank after the capital is deposited and is usually ready within 1–2 business days.

How to Prepare the Documents

Document preparation is perhaps the most critical step in the entire registration process. You have three main options.

Option 1: With Firmify (Recommended)

Firmify automates the entire document preparation process:

1. Enter the data — provide information about the company, owner, and manager in our intuitive wizard
2. Review the documents — the system generates all required documents automatically
3. Sign with a QES — sign the documents electronically via Evrotrust or another QES provider
4. Prepare for filing with the Trade Register — documents are prepared for review, signing, and subsequent filing

Advantages:

• Templates are regularly reviewed and maintained against current requirements
• You reduce the risk of omissions and technical errors during preparation
• Ready in minutes, not days
• Often more affordable than fully manual preparation with external help

Option 2: With a Lawyer

You can hire a lawyer specializing in commercial law to prepare the documents. The fee is typically between 100 and 250 EUR, depending on complexity and location.

Option 3: On Your Own

You can prepare the documents yourself using templates from the internet or legal publications. This option is the cheapest but carries the highest risk of errors.

Signing the Documents

Signing is the final step before filing with the Trade Register. The signing method depends on your chosen filing method — electronic or on paper. For a summary of QES, notarial certification of the specimen, and options in Firmify, see Signing Documents for Company Registration.

Signing with a QES (Electronic Filing)

For electronic filing, documents are signed with a QES (Qualified Electronic Signature) by the appropriate persons. A QES has the legal force of a handwritten signature and is accepted by government institutions.

Documents that must be signed with a QES:

• Articles of Association / Articles of Partnership — signed by the owner (EOOD) or all partners (OOD)
• Resolution / Minutes of Founding Meeting — signed by the persons making the decision
• Declaration under Art. 13(4) of the Commercial Register Act — signed by the applicant
• Declarations under Art. 141(8) and (9) and Art. 142 of the Commerce Act — signed by the manager
• Application A4 — signed by the applicant

Important: The manager's specimen signature requires mandatory notarial certification even for electronic filing — signing with a QES alone is not sufficient.

When attaching documents in the electronic application, the "Original" checkbox must be selected for each document. With electronic filing using a QES, documents are considered originals pursuant to Art. 13(6) of the Commercial Register Act.

QES Providers

The most popular QES providers in Bulgaria:

• Evrotrust — mobile app, issued in 5–10 minutes, ~15–25 EUR/year
• B-Trust (BORICA) — mobile app or smart card, cloud-based or hardware QES (packages from ~3 EUR/month up to ~59 EUR/year)
• InfoNotary — smart card, ~25 EUR/year
• StampIT — cloud-based QES, ~15 EUR/year

Signing on Paper (Notarial Certification)

For paper filing, the specimen is typically presented with notarial certification of the signature:

• Manager's specimen signature — mandatory notarial certification

The remaining documents are signed on paper by the appropriate persons. If additional certification is required for a specific case, follow the instructions of the Registry Agency or seek legal advice.

What Requires Notarial Certification?

When visiting a notary, you will need:

• The document to be certified (2 copies)
• An identity document (ID card or passport)
• The notarial certification fee (~3 EUR per signature)

Tips and Common Mistakes

Proper document preparation is key to successful registration on the first attempt. Here are the most common mistakes and tips on how to avoid them.

Common Mistakes in Document Preparation

1. Inconsistent names and data — the company name, address, and owner's details must be absolutely identical across all documents. Even a small difference (e.g., a different spelling of the address) can lead to refusal.

2. Missing declarations — all three declarations (Art. 13 of the Commercial Register Act, Art. 141, Art. 142 of the Commerce Act) are mandatory. Omitting any one of them results in instructions for correction and delays.

3. Wrong scope of activity — too narrow a scope can limit you in the future. Too general without specifics can be rejected. The optimal approach is a combination of specific activities and a general formulation.

4. Wrong document format — for electronic filing, documents must be in PDF format, signed with a QES. Word documents or scanned images are not accepted.

5. Outdated templates — templates found online may be based on already repealed or amended provisions. Always verify they are up to date.

Check the current fees at portal.registryagency.bg.

Tips for Saving Time

• Prepare everything in advance — gather all data (personal identification numbers, addresses, activity description) before starting on the documents
• Use electronic filing — save 28 EUR on the fee and days of waiting
• Open the escrow account on time — the bank certificate may take 1–2 business days
• Reserve the name in advance — if you're unsure when you'll file, the reservation gives you 6 months of peace of mind

How Firmify Helps

Firmify helps reduce some of the above risks through:

• Automatic generation — documents are created based on your data, without manual writing
• Built-in validation — the system checks for omissions and inconsistencies before generation
• Up-to-date templates — templates are periodically reviewed and maintained against Trade Register requirements
• QES signing — Evrotrust and other methods; see the signing guide
• Unified process — from data entry to ready documents for filing — all in one place