Document Requirements for Foreign Company Formation

Registering a company in Bulgaria as a foreigner involves gathering and preparing a specific set of documents. Proper documentation is critical because incomplete or improperly prepared documents are the most common reason for registration delays and rejections by the Trade Register.

Core Registration Documents

Regardless of whether you are registering an EOOD, OOD, or AD, you will need the following core documents:

1. Application Form A4

The standard application form for the Trade Register. It must be completed in Bulgarian and signed by the applicant or their legal representative.

2. Articles of Association / Memorandum of Association

• EOOD: Memorandum of Association (Учредителен акт) - a founding document for a sole-owner company
• OOD: Articles of Association (Дружествен договор) - agreement between partners
• AD: Statute (Устав) - corporate charter

These documents must specify the company name, registered address, business activities, capital amount, management structure, and other statutory requirements.

3. Founding Protocol

A protocol documenting the decisions made at the founding meeting, including the establishment of the company, adoption of the founding documents, and appointment of the manager.

4. Manager’s Declaration and Specimen Signature

The appointed manager must provide:

• A declaration of consent to act as manager
• A specimen signature, notarized by a Bulgarian notary
• A declaration under Art. 141, para. 8 of the Commercial Act (confirming no legal impediments to serving as manager)

5. Bank Certificate for Deposited Capital

A certificate from a Bulgarian bank confirming the deposit of the required minimum capital in an accumulation account.

6. Proof of Registered Address

A document confirming the company’s registered address, which can be:

• A lease agreement for office space
• A declaration of consent from the property owner
• A virtual office agreement

7. Receipt for Paid State Fee

Proof of payment of the registration fee (BGN 110 for electronic filing or BGN 160 for paper filing).

Additional Documents for Foreign Owners

Identification Documents

Foreign natural persons must provide:

• A valid passport (copy, certified as true)
• For EU citizens: a national ID card may also be accepted

Foreign legal entities must provide:

• A certificate of incorporation or equivalent from the home country
• A certificate of good standing (where applicable)
• Extract from the commercial register of the home country

Apostille or Legalization

All foreign official documents must be properly authenticated for use in Bulgaria:

• Hague Convention countries: Documents need an Apostille stamp from the competent authority in the issuing country
• Non-Hague countries: Full consular legalization through the Bulgarian embassy or consulate in the issuing country

Common documents requiring apostille:

• Passports (certified copies)
• Certificates of incorporation
• Powers of attorney
• Board resolutions authorizing the establishment of a Bulgarian subsidiary

Certified Translation

All foreign-language documents must be translated into Bulgarian by a certified translator. The translation must be:

• Performed by a translator certified by the Bulgarian Ministry of Foreign Affairs
• Notarized by a Bulgarian notary
• Attached to the original or apostilled document

Power of Attorney

If the foreign owner cannot be present in Bulgaria for the registration process, they must issue a power of attorney authorizing a Bulgarian representative (typically an attorney) to act on their behalf. This power of attorney must be:

• Notarized in the owner’s home country
• Apostilled or legalized
• Translated into Bulgarian by a certified translator

Practical Tips for Foreign Investors

Start Early

Document preparation is often the most time-consuming part of the process. Begin gathering and apostilling documents at least 2-4 weeks before you plan to register.

Use a Bulgarian Attorney

A qualified attorney can prepare all Bulgarian-side documents and ensure they comply with current Trade Register requirements, which change periodically.

Digital Copies

Keep certified digital copies of all documents. The Trade Register increasingly accepts electronic filings, and having digital copies speeds up the process.

Common Rejection Reasons

Applications are frequently rejected due to:

1. Missing apostille on foreign documents
2. Translation errors or uncertified translations
3. Incorrect company name format
4. Incomplete declarations
5. Insufficient capital deposit evidence

Working with Attorney Dimov

Navigating the document requirements for foreign company registration requires attention to detail and familiarity with Bulgarian administrative procedures. Attorney Biser Dimov in Troyan provides end-to-end support for foreign investors, from document preparation and verification to filing and follow-up with the Trade Register. Contact us to ensure your company registration proceeds smoothly and without delays.