Bulgaria at a glance
Default split
Proportional to capital
Startup entity
Дружество с ограничена отговорност (OOD)
Minimum capital
€1 (effectively no minimum)
Community property
Yes
Formation cost
€100–€500
Key legislation
Търговски закон (Commercial Act), Закон за задълженията и договорите (Obligations Act)
Bulgaria has the lowest overall tax burden in the EU: a flat 10% corporate tax rate and a flat 10% personal income tax rate. The minimum capital for an OOD is just €1. Bulgaria adopted the euro on January 1, 2026. Sofia has a growing tech scene with some of the lowest operating costs in the EU. The EOOD is the single-shareholder variant of the OOD.
Default partnership rules in Bulgaria
In a Bulgarian събирателно дружество (SD, general partnership), profits are distributed proportionally to each partner's contribution by default (Commercial Act Art. 71). Partners are jointly and severally liable for partnership debts. The partnership must be registered in the Commercial Register (Търговски регистър). A partnership agreement (дружествен договор) is required for registration.
In Bulgaria, profits are split proportionally to capital contributions by default. This means a partner who invested 80% of the capital would receive 80% of the profits. While this may seem more intuitive than the equal-split default in some countries, it still fails to account for non-cash contributions like time, expertise, and relationships. A written partnership agreement should address all types of contributions.
Дружество с ограничена отговорност (OOD) in Bulgaria
The OOD (Дружество с ограничена отговорност) is the standard entity for Bulgarian startups. Minimum share capital is just €1, making Bulgaria one of the cheapest places to incorporate in the EU. Formation costs €100–€500 including registration fees and legal costs. No notary is required for formation. Share transfers require notarized signatures. The articles of association (дружествен договор) govern the company. The EOOD is the single-member variant.
Without a shareholders' agreement, the relationship between founders is governed by the country's default rules, which rarely account for the realities of a startup — where contributions change over time and early effort often goes uncompensated. An operating agreement or shareholders' agreement is essential. Use our equity calculator to determine a fair split based on actual contributions.
What happens when a partner leaves in Bulgaria
In an SD, a partner can withdraw with three months' notice. For OOD companies, a partner holding at least 1/5 of the share capital can petition for judicial dissolution. Share transfers to non-members require approval by the general meeting with a three-quarters majority. The departing member is entitled to a proportional share of the net assets.
A written agreement should address departure terms specifically, including how the buyout value is calculated, the payment timeline, vesting schedules, and any non-compete provisions. Understanding the concept of dead equity is important for managing these situations. Learn more about how dead equity affects businesses.
Marriage and business equity in Bulgaria
Bulgaria uses marital community of property (съпружеска имуществена общност) by default. Assets acquired during the marriage are community property. Each spouse has an equal right to the common property. A marriage contract (брачен договор) can establish a different regime. The contract must be notarized and registered. Business interests acquired during the marriage are community property.
Important for Bulgaria business owners: Bulgaria uses съпружеска имуществена общност (marital community of property). Assets acquired during marriage are community property. Business owners should consider a pre-nuptial or post-nuptial agreement to protect their equity interests.
Formation and cost details
| Main startup entity | Дружество с ограничена отговорност (OOD) |
| Minimum capital | €1 (effectively no minimum) |
| Formation cost | €100–€500 |
| Default equity split | Proportional to share capital contributions |
| Default partnership split | Proportional to capital contribution |
| Community property | Yes |
| Key legislation | Търговски закон (Commercial Act), Закон за задълженията и договорите (Obligations Act) |
Frequently asked questions
What is Bulgaria's corporate tax rate?
Bulgaria has a flat 10% corporate tax rate, the lowest in the EU alongside Hungary's 9% (which has additional local taxes). Combined with a 10% flat personal income tax, Bulgaria has one of the lowest overall tax burdens in the EU.
What is the minimum capital for a Bulgarian OOD?
The minimum share capital for an OOD is just €1 (Bulgaria adopted the euro in January 2026). Formation costs €100–€500 and no notary is required for incorporation. Share transfers do require notarized signatures.
How are partnership profits split in Bulgaria?
In an SD (general partnership), profits are split proportionally to each partner's contribution by default. Partners are jointly and severally liable for debts. A partnership agreement can set a different arrangement.
Has Bulgaria adopted the euro?
Yes. Bulgaria adopted the euro on January 1, 2026. The euro is now the sole legal tender. The previous Bulgarian Lev (BGN) was pegged to the euro at a fixed rate of 1 EUR = 1.95583 BGN.
Related resources
- Equity calculator: find a fair split for your business
- Does your small business need an equity agreement?
- Equity for small businesses: the complete guide
- Dead equity calculator: how much is yours costing you?
- Slicing Pie calculator
- What is an operating agreement?
- All 32 European countries: partnership and formation laws
- US state directory: partnership and LLC default rules
Partnership laws in neighboring countries
Disclaimer: This page provides general information about Bulgaria partnership and business formation laws and is not legal advice. Laws change, and the information here may not reflect the most recent amendments. The formation costs and capital requirements listed are approximate and may vary. Consult a qualified attorney licensed in Bulgaria for advice specific to your situation. Equity Matrix is a software tool for tracking contributions and calculating equity; it does not provide legal services.
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