Limited Liability Company (OOD)
Step by step
How to register an OOD in Bulgaria
To register an OOD, its partners sign articles of association and pay in at least 70% of the capital if it exceeds the €1 minimum.
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Prepare the articles
The partners sign articles of association rather than a founding act; the registration steps are otherwise the same as for an EOOD.
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Pay in the capital
If the OOD’s capital exceeds the €1 minimum, at least 70% of its capital must be paid in before registration.
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Complete registration
Once the documents are ready, registration takes a few working days; partners abroad usually act through a lawyer holding power of attorney.
How an OOD is run
The general meeting of partners takes the main decisions, and one or more managers run the company and represent it. A manager need not be a partner, a Bulgarian or a resident. Each partner votes in proportion to their share of the capital unless the articles say otherwise.1,2,3
| Decision | Majority needed |
|---|---|
| Amend the articles, admit or expel a partner, approve a share sale to an outsider, call for extra contributions | More than three quarters of the capital |
| Increase or reduce the capital | All partners |
| Other decisions, such as approving the accounts, dividends and appointing a manager | More than half of the capital |
Source: Commerce Act, articles 113–157 (English translation)2
The articles can set higher majorities, and many joint owners also sign a shareholders’ agreement.2,1
Selling and leaving
- Shares can be sold freely between partners.
- A sale to an outsider needs the general meeting’s approval by more than three quarters of the capital.
- The sale contract is signed with notarised signatures and entered in the Commercial Register.
- A partner can leave by giving three months’ written notice; their share is paid out on the basis of the balance sheet.
- A partner who does not pay in their share, or acts against the company, can be expelled.
Source: Commerce Act, articles 113–157 (English translation)2
Registering an OOD
The steps are the same as for an EOOD, but the partners sign articles of association instead of a founding act. If the capital is above the minimum, at least 70% must be paid in before registration. With documents ready, registration takes a few working days; partners abroad usually act through a lawyer with a power of attorney.4,2
Frequently Asked Questions
What is the minimum capital and how many partners does an OOD in Bulgaria need?
A Bulgarian OOD needs at least two partners and has a minimum capital of €1. Its partners can be individuals or companies.
How are decisions made in a Bulgarian OOD?
The general meeting of partners makes the main decisions, and one or more managers run and represent the company. Each partner votes in proportion to their share unless the articles provide otherwise; more than three quarters of the capital is needed to amend the articles, admit or expel a partner, approve an outsider share sale or call for extra contributions. All partners must approve a capital increase or reduction, while other decisions require more than half the capital.
Can a partner sell shares or leave an OOD in Bulgaria?
Partners can sell shares freely to one another, but selling shares to an outsider requires general meeting approval by more than three quarters of the capital. A partner can leave by giving three months’ written notice and is paid on the basis of the balance sheet.
How much capital must be paid in before registering an OOD in Bulgaria?
If an OOD’s capital exceeds the €1 minimum, at least 70% of its capital must be paid in before registration.
Sources
- Chambers and Partners: Corporate Governance 2026, Bulgaria
- Commerce Act, articles 113–157 (English translation)
- Global Law Experts: How to form a company in Bulgaria (EOOD and OOD), 2026
- Ministry of Economy, Investments and Industry: Choice of legal form, registration documents and procedure
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.
