How to Register an OOD in Bulgaria

What Is an OOD?

An OOD (Дружество с ограничена отговорност / Limited Liability Company) is the legal form designed for businesses with two or more partners. Similar to an EOOD, an OOD offers limited liability — each partner is liable only up to the amount of their share contribution, not with personal assets.

Key Characteristics of an OOD

• Two or more partners — natural and/or legal persons
• Limited liability — partners are not personally liable for the company's obligations
• Minimum capital of 1 EUR — divided into shares among the partners
• General Meeting — the supreme governing body where partners make key decisions
• Manager — can be a partner or an external person

Difference Between OOD and EOOD

An EOOD and an OOD are essentially the same legal form — a limited liability company. The difference is only in the number of owners:

When to Choose an OOD?

An OOD is the right choice when:

• Two or more people want to create a business together
• You want to formalize a business partnership with clear rules
• Different partners contribute different resources (capital, know-how, contacts)
• You plan investments from external parties (they become partners)
• You want clear rules for profit distribution and responsibilities

Requirements for Registering an OOD

The requirements for registering an OOD are similar to those for an EOOD, but with additional aspects related to having multiple partners.

Requirements for Partners

• Minimum 2 partners — no upper limit on the number
• Legal capacity — every partner must be of legal age and capacity (for natural persons)
• Legal entities — other companies can also be partners
• Nationality — no restrictions; foreign individuals and companies can participate

Articles of Partnership (Дружествен договор)

The Articles of Partnership is the foundational document of an OOD (analogous to the Articles of Association for an EOOD). It must contain:

• The company name
• Registered office and address
• Scope of activity
• Names and details of all partners
• The amount of capital and the distribution of shares
• Method of management and representation
• Rules for convening and holding the General Meeting
• Conditions for exit and admission of partners

Capital and Shares

The minimum capital is 1 euro, divided into shares among the partners. Each share must have a nominal value that is a multiple of 1 euro.

Examples of capital distribution:

• Two partners at 50% each — capital 100 EUR, 50 shares × 1 EUR each
• Three partners (40/40/20) — capital 100 EUR, 40, 40, and 20 shares respectively
• Two partners (70/30) — capital 100 EUR, 70 and 30 shares

Registered Address

As with an EOOD, an OOD must have a registered office and address in Bulgaria. It can be an office, rented property, a home address of one of the partners, or a virtual office.

OOD Registration Process

The process for registering an OOD is similar to that for an EOOD, but includes additional steps related to coordination among partners.

Step 1: Agree on the Terms Between Partners

Before starting with the documents, the partners must reach agreement on the following key issues:

• Company name
• Share distribution (who owns what percentage)
• Amount of capital
• Who will be the manager (one or more)
• Scope of activity
• Decision-making rules (majority or unanimity for certain decisions)

Step 2: Prepare the Articles of Partnership

Based on the agreed terms, the Articles of Partnership is drafted. It is more extensive than the Articles of Association for an EOOD and must cover all aspects of the relationship between partners.

Step 3: Hold the Founding Meeting

The Founding Meeting is the formal meeting at which the partners decide to establish the company. At the meeting:

• The Articles of Partnership is adopted
• A manager is elected
• The registered address is determined
• Minutes of the Founding Meeting are drawn up (signed by all partners)

Step 4: Open an Escrow Account

One of the partners (or the manager) opens an escrow account at a bank. Each partner deposits their share of the capital. The bank issues a certificate for the deposited capital.

Step 5: Sign the Documents

The Articles of Partnership and the Minutes of the Founding Meeting are signed by the partners. The manager signs the declarations under Art. 141 and Art. 142 of the Commerce Act, and application A4 and the declaration under Art. 13(4) of the Commercial Register Act are signed by the applicant. The manager's specimen signature requires mandatory notarial certification by a notary.

Step 6: File Application A4

File application A4 with the Trade Register along with all documents. For electronic filing, the fee is 28 EUR.

Documents for OOD Registration

The documents for registering an OOD are similar to those for an EOOD, but with important differences related to having multiple partners.

1. Articles of Partnership (Дружествен договор)

The foundational document of an OOD, governing the relationships between partners. Unlike the Articles of Association for an EOOD, the Articles of Partnership is more extensive and includes:

• The rights and obligations of each partner
• Rules for convening and holding the General Meeting
• Voting majorities for decision-making
• Conditions for share transfer
• Procedure for a partner's exit
• Rules for profit distribution

The Articles of Partnership is signed by all partners.

A copy of the Articles of Partnership with redacted personal data (personal identification numbers and addresses) — pursuant to Art. 20(1)(b) of Ordinance No. 1.

2. Minutes of the Founding Meeting (Протокол от учредително събрание)

Documents the decisions made at the Founding Meeting. It must contain:

• Date and place of the meeting
• Partners present
• Decision to establish the OOD
• Adoption of the Articles of Partnership
• Election of manager
• Signatures of all partners

3. Specimen Signature of the Manager

A notarially certified sample of the manager's signature. Notarial certification of the specimen is mandatory regardless of the filing method — signing with a QES alone is not sufficient.

4. Declarations

• Declaration under Art. 13(4) of the Commercial Register Act — by the applicant
• Declaration under Art. 141(8) and (9) of the Commerce Act — by the manager
• Declaration under Art. 142 of the Commerce Act — by the manager

5. Bank Certificate

A certificate from the bank confirming the capital deposited into the escrow account.

6. Consent of the Property Owner (if applicable)

If the registered address is a rented property, a notarially certified consent from the owner or a copy of the lease agreement may be required.

OOD Registration Costs

The costs for registering an OOD are similar to those for an EOOD, with potentially slightly higher notary fees due to the need for signature certifications for more persons.

State Fee

Notary Fees

Certification of the manager's specimen is mandatory for both electronic and paper filing. For paper filing of an OOD, notary fees are higher because each partner must have their signature certified:

• Certification of the manager's specimen signature — ~3 EUR (mandatory for both filing methods)
• Certification of signatures on the Articles of Partnership — ~3 EUR per signature (paper filing only)
• For two partners — ~9-12 EUR total (paper filing)
• For three partners — ~12-15 EUR total (paper filing)

Bank Fees

• Opening an escrow account — 5-15 EUR
• Depositing capital — free or a nominal fee
• Issuing a certificate — usually free

QES (Qualified Electronic Signature) (if needed)

Each partner who will sign documents electronically must have a QES:

• Evrotrust — ~15-25 EUR/year per person
• For two partners — ~30-50 EUR total

Cost Summary for an OOD with Two Partners