Joint Ventures in Bulgaria
The two routes
| Civil partnership (contract) | Joint company | |
|---|---|---|
| Legal basis | Obligations and Contracts Act, articles 357–364 | Commerce Act: usually an OOD or AD |
| Legal person | No | Yes |
| Assets | Owned jointly by the partners | Owned by the company |
| Liability | Each partner, in proportion to its share; never fully excluded | Limited to the capital or shares |
| Registered in | BULSTAT register | Commercial Register |
| Ending it | No formal liquidation; partners divide the assets | Liquidation or sale of shares |
| Best for | A single project, such as a construction contract or tender | A lasting business |
Source: Schoenherr: Cross-border joint venture and strategic alliance guide, Bulgaria1
The Commerce Act also recognises a consortium, a contractual alliance of businesses for a specific activity. In public tenders the contracting authority decides whether consortia may bid and in which form.1
Tax
A civil partnership keeps its own accounts and pays corporate tax on its profits like a company, at 10%. The choice of form matters more for how profits reach partners abroad: dividends from a company carry 0% withholding tax to EU and EEA companies and 5% or the treaty rate to others.1,2
Approvals
- Merger control: a joint venture that operates on a lasting basis as an independent business is a concentration. It needs clearance from the Commission for Protection of Competition if the parties’ combined Bulgarian turnover exceeds BGN 25 million (about €12.8 million) and at least two of them, or the target, each have BGN 3 million (about €1.5 million).
- Investment screening: a non-EU partner taking 10% or more in a sensitive sector may need prior clearance.
- Beneficial owners: individuals holding more than 25%, directly or indirectly, must be registered.
- Regulated activities: some, such as banking and insurance, require a particular company form.
Source: Schoenherr: Cross-border joint venture and strategic alliance guide, Bulgaria; White & Case: Foreign direct investment reviews 2026, Bulgaria1,3
Frequently Asked Questions
What legal forms can a joint venture use in Bulgaria?
Bulgaria has no special legal form for a joint venture; partners can work under a contract, usually a civil partnership, or establish a jointly owned company, most often an OOD or AD.
How is a joint venture taxed in Bulgaria?
A Bulgarian civil partnership keeps its own accounts and pays corporate tax on profits at 10%, the same rate as a company.
What withholding tax applies to joint venture dividends paid abroad from Bulgaria?
Company dividends paid from Bulgaria are subject to 0% withholding tax for EU and EEA companies, and 5% or the applicable treaty rate for others.
When does a joint venture need merger approval in Bulgaria?
A joint venture that operates on a lasting basis as an independent business is a concentration and needs clearance from the Commission for Protection of Competition if the parties’ combined Bulgarian turnover exceeds BGN 25 million, about €12.8 million, and at least two parties or the target each have turnover of BGN 3 million, about €1.5 million.
Does a non-EU partner need investment screening for a Bulgarian joint venture?
A non-EU partner taking a stake of 10% or more in a sensitive sector may need prior investment-screening clearance in Bulgaria.
When must a joint venture register beneficial owners in Bulgaria?
Individuals who hold more than 25% of a joint venture, directly or indirectly, must be registered as its beneficial owners in Bulgaria.
Sources
- Schoenherr: Cross-border joint venture and strategic alliance guide, Bulgaria (PDF)
- Deloitte: International Tax, Bulgaria Highlights 2026 (PDF)
- White & Case: Foreign direct investment reviews 2026, Bulgaria
Figures checked 13 October 2026. Prepared by InvestBulgaria for general information. It is not investment, tax or legal advice; please confirm details with a qualified adviser before acting.
