A Single-Member Limited Liability Company (EOOD) is one of the most popular legal forms for starting a business in Bulgaria. This corporate structure is particularly suitable for entrepreneurs who wish to establish a company with a single owner while limiting their personal liability for the company’s obligations and protecting their personal assets—unlike the case of a sole trader.
In this article, you will find an overview of the key steps involved in registering an EOOD, the required documentation, and important aspects to consider when launching your business.
What Is an EOOD?
An EOOD (Single-Member Limited Liability Company) is a commercial company incorporated by one person, whether a natural person or a legal entity. The owner of the share capital does not bear personal liability for the company’s obligations; the financial risk is limited to the amount of the contributed share capital.
What Are the Steps for Registering an EOOD?
The registration of a Single-Member Limited Liability Company (EOOD) involves several key stages:
- Selection of the Company Name The company name must be unique and must not duplicate or be confusingly similar to the name of an already registered company.
- Preparation of the Articles of Incorporation The Articles of Incorporation set out the essential details of the company, including:
the company name, registered seat, address of management, scope of business activities, share capital, management and representation of the company, as well as the rules governing decision-making authority.
- Opening a Capital Accumulation Bank Account A bank account is opened with a selected bank for the purpose of depositing the company’s share capital (minimum BGN 2). This account is used solely for the incorporation procedure. Proof of the deposited capital is one of the mandatory documents to be submitted for registration. Upon successful registration of the company in the Commercial Register, the capital accumulation account must be closed and replaced by a standard operational bank account of the company.
- Preparation of the Required Documentation This includes the application to the Commercial Register, statutory declarations, specimen signatures, and other required forms.
- Filing with the Commercial Register The documents may be filed either electronically or in person. Where the filing is made electronically using a qualified electronic signature, the state registration fee is reduced by 50%.
What Documents Are Required for the Registration of an EOOD?
The core set of required documents includes:
- Articles of Incorporation;
- Resolution on the incorporation of the company;
- Declaration under Article 141(8) of the Commerce Act, confirming that the managing director meets the statutory requirements;
- Declaration under Article 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act, confirming the accuracy of the declared circumstances;
- Specimen signature of the managing director;
- Bank document evidencing the paid-in share capital.
The above list of documents is not exhaustive, and additional documents may be required depending on the specific circumstances of the incorporation.
What Should You Take into Account When Registering an EOOD?
When registering a Single-Member Limited Liability Company (EOOD), particular attention should be paid to the following aspects:
- Registered Seat and Address of Management The address of management is entered in the Commercial Register and serves as the company’s official address for correspondence. It is important to note that the address of management does not need to coincide with the address stated on the owner’s personal identification document. It may be an address at which the owner has neither permanent address registration nor a lease agreement. However, it is highly advisable that a trusted person be present or available at this address at all times if you do not personally reside there. This is essential for the receipt of official notices, court documents, and other legal correspondence.
If you are not found at the registered address, or if service of documents cannot be effected, such documents may be deemed validly served by operation of law, without your actual knowledge. This may result in legal proceedings being conducted without your awareness and without the opportunity to exercise your right to proper legal defence.
Where no suitable address is available—either one at which you personally reside or where a trusted person is present—it is advisable to request the use of the registered address of your legal counsel’s law firm..
- Scope of Business Activities The scope of activities may be defined in general terms (pursuant to Article 1 of the Commerce Act) or in specific terms, particularly where a special statute requires a precisely defined business activity.
- Managing Director The managing director must be a person who meets the statutory requirements of the Commerce Act and is not legally barred from holding such a position.
Frequently Asked Questions on EOOD Registration
How long does the registration of an EOOD take?
The registration procedure for a newly incorporated company is typically completed within three business days following the filing of the documents with the Commercial Register.
Is it necessary to have an office or a physical address?
Yes. An address of management must be registered, as it serves as the company’s official address for legal and administrative correspondence. This may be a real office, but it does not necessarily have to be a commercial premises.
Can the registration be completed without physical presence?
Yes. The registration of an EOOD may be carried out remotely, either through a duly authorised attorney-at-law or by using a qualified electronic signature.
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