ЕOOD/OOD/VCC/ Ltd registration in Bulgaria, virtual office, remote company incorporation, shelf companies.

Company formation and company maintenance services.

1. Company formation in Bulgaria /EOOD, OOD, VCC  for clients who wish to start business in Bulgaria, assistance with opening a bank account in a Bulgarian bank, rental and lease agreements,  AML /anti-money laundering/ regulations compliance;  
2. Shelf companies registration and remote company incorporation is a feasible solution with the possibility to use a digital bank account, we provide tax compliance  services and representation before all government bodies so clients can operate their companies fully remotely;
3. A new company type /variable capital company or VCC/ДПК  or ЕДПК/ was recently introduced to the Bulgarian corporate structures, allowing fast registration without the need of opening initial capital deposit bank account. A new VCC company  in Bulgaria can be open  only for three days  from any place in the world where the client can visit a  local Notary Public. 
4. The  virtual office address services provide the  maintenance  of a company office where we repressent our clients before the tax office /National Revenue Office/ and other government authorities in Bulgaria on a physical office address. These services include mail forwarding, representation based on a power of attorney,    compliance with VAT filing regulations and company bookkeeping ;
5. Keeping your company compliant with Bulgarian laws from its registration to its termination  includes a few accessory services as annual financial reports submission, providing tax certificates and company good standing documents ;
6. Legal services and assistance with preparation of contracts and other legal documents in accordance with the Bulgarian laws.

Important things to note before you start a business in Bulgaria

• Opening a bank account in a Bulgarian bank is not that fast and easy as it used to be a few years ago. Bulgarian banks currently accept clients who  are EU citizens  /respectively companies owned and manages by EU citizens/ and approve bank accounts for corporate entities  only after a thorough assessment of the client background and business activities The Anti-Money Laundering (AML) regulations and procedures are  strictly enforced by all Bulgarian banks  and clients need to be also aware of them to avoid possible non-compliance;
• The flat 10 % corporate tax and  5 % dividend tax in Bulgaria attracts digital nomads. Becoming a tax resident in Bulgaria may be an attractive option for company directors who run business activities while enjoying a "digital nomad" lifestyle. Rent prices in Bulgaria and living costs are still cheaper compared with other EU states.  We assist with obtaining A1 certificates,  residence address registration /Bulgarian residence ID/  and representation before tax and migration authorities. However the tax residency status requires also careful  assesment of all legal, tax and personal circumstances of an individual. 
• Nominee director/shareholder services in Bulgaria bear certain risks and it is very important to consult a lawyer with competancy in AML and tax law when planning to utilize the services of a nominee ; 
• Becoming a tax resident of Bulgaria may be attractive for digital nomads and EU citizens who choose to live in Bulgaria or spend time in Bulgaria with relocation of their business. The process of acquiring tax residency for EU nationals  require registration on a Bulgrian address, employment or managing a business from Bulgaria and personal circumstances proving Bulgaria has become the "centre of vital interests" ;

An EOOD /OOD company type overview. 

EOOD/OOD  (ЕООД /ООД in Bulgarian) is the most common limited liability company type and its the Bulgarian version of the LTD/LLC.

• An ЕOOD/OOD/VCC/ Ltd   registration   in Bulgaria  will set up a corporate legal structure which corresponds to a limited liability company type. The first step of the EOOD/OOD incorporation process is to deposit initial company capital in a bank account in a bank. However the Bulgarian banks currently approve only residents or EU citizens and  all banks require personal presence of the client for an interview /this is not a legal requirement but rather bank policies alligned with AML regulations /. The minimum company capital  of an EOOD/OOD is 1 EUR. Most banks perform a formal assesment of the client profile including the financial, professional background of the company directors and shareholders and their tax residence.  After the company registration is comleted, the capital deposit account may be transformed into a real bank account ;
• The EOOD/OOD transfer of shares require a formal notarized contract, which can be executed remotely by provision of a notarized authorization . A remote EOOD registration is the procedure of transferring the company shares to a new owner who assigns a new director. EOOD/OOD company type is suitable for any type of business regardless of the turnover or investments. The shares registration of this type of company is just the assignment of a portion of the deposited company capital to a shareholder. The company capital can be increased any time directly or the shareholders may provide temporary funding. The temporary funding has a similar purpose with the company capital, however there is no requirement for the temporary funding to be recorded in the company register;
•  EOOD/OOD may have internal corporate structure that provide specific conditions which the shareholders accept among them to suit their specific case. These conditions may include dividend distributions, shares transfering or additional monetary contributions  etc.; 
• This company type allows a company director who is also a shareholder in the company to receive dividend only without being employed in the company;

 A Variable Capital Company type overview

 A variable capital company is a new company type allowing flexibility of company conditions;

•  Unlike OOD, the VCC incorporation does not require a formal initial capital deposit of the company capital in a bank account. The company capital is simply assigned by the company shareholder/owner at the time of the registration. The VCC company type can be registered very easily remotely as the only document that need to be notarized is the consent of the company director to represent the company. However the AML compliance regulations require the company director  notarizes additionally a special type of a statutory declaration listing the shareholders in the capital, An important condition to note about VCC company maintenance is the restriction of less than 2 045 172 EUR turnover per annum /investment in assests/ which implements the idea of the  law that this entity type is meant to serve start-ups or small to midsize businesses.
• Unlike OOD, the VCC company does not have its shareholders explicitely listed in the company register and due to this reason the compliance with the regulations of the Measures against the money laundering Act require the company director to notarize a declaration of the ultimate UBO of the company and file it in the company register within two weeks after the registration;
• The variable capital company shares transfers can be executed via a plain written contract in case the shareholders accept this condition in the company Articles. This is a very important advantage to the EOOD company in cases when a fast transition of the company shareholder is needed and in cases the transfer of the shares may take place anywhere in the world;
• Probably the only disadvantage of the VCC company compared to OOD is the restriction of the turnover which must not exceed 2 045 167 EUR per annum. In case this amount is exceeded the VCC must transform into an OOD or a joint stock company;
• VCC company allows various types of company shares i.e. shares with privileges -its advantage is its flexibility as it may have a very simple or a very complex corporate structure meeting the requirements of the specific case;