What they have in common
- ✓Same minimum capital (€1), same taxes and same social security rules
- ✓Same procedure and price for registration — €280 with us, 1–2 working days; templates for the articles of association and the shareholders' agreement are in Document templates
- ✓Limited liability — creditors can only go after the company's assets
- ✓The same annual obligations: annual financial statements, annual tax return, filings with the NRA
Differences that matter
| EOOD | OOD | |
|---|---|---|
| Ownership | one person, 100% of capital | two or more, shares set by agreement |
| Decisions | the owner decides alone, by written resolution | general meeting; majorities set by law and by the agreement |
| Owner exit | sale of the whole company | withdrawal with 3-month notice, or sale of shares; settlement of the departing partner's stake |
| Dispute between owners | none | deadlock possible at 50/50 |
| Conversion | easily becomes an OOD by admitting a partner | if only one partner remains, it becomes an EOOD |
If there are still two of you: five clauses for the agreement
- ✓Shares that aren't 50/50 — or a mechanism for breaking a deadlock (e.g. a third party, a buy-out clause).
- ✓Right of first refusal for the other partners when shares are sold.
- ✓A valuation formula for a departing partner's stake — not "to be agreed."
- ✓Management rules — one managing director, or two acting "jointly" above a set payment amount.
- ✓A non-compete clause for the duration of the partnership.
Our recommendation
If the second person isn't contributing capital, only labor — it's usually better to hire them, or offer a share option after a year. If you're both investing — an OOD with a clear agreement. For the choice between an EOOD and freelance/BULSTAT status, see the legal forms comparison.
Frequently asked questions
Can an OOD have a single owner?
+−
No — then it's an EOOD. If one partner buys out the other's shares, the company converts to an EOOD once the register is updated.
Spouses — EOOD for one, or OOD for both?
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For marital property, the shares are joint marital property regardless of who is registered as owner. It's common to register an EOOD for one spouse, with an employment contract for the other.
Sources
Corporate Income Tax Act; Personal Income Tax Act; VAT Act (SG issue 115/30.12.2025); Public Social Insurance Budget Act for 2026; Health Insurance Act; nra.bg. Checked on 3 September 2026.
Important
Bulsmetka is a private accounting firm, not a government body. This information is general in nature and does not replace individual advice. Government fees are billed at cost.