What we cover in the partnership agreement
- ✓Capital amount and share allocation between shareholders
- ✓Management: a single director, or several directors acting jointly or separately
- ✓Majorities required for key decisions (capital increase, sale of shares, dissolution)
- ✓Procedure for transferring shares and shareholders' right of first refusal
- ✓Profit distribution and additional cash contributions
Five clauses that prevent disputes
- ✓Shares not split 50/50, or a deadlock mechanism (buy-out, arbitrator).
- ✓Right of first refusal for shareholders on any sale of shares.
- ✓A formula for valuing a share on exit — not "to be negotiated".
- ✓Dual signature required for payments above a set amount.
- ✓Non-compete restriction while a shareholder is involved.
Full details with examples: OOD with a partner — agreement and risks →
OOD with a foreign shareholder
A foreign individual participates with a passport and address; a legal entity — with a certificate of good standing, legalised and translated. Documents are signed at a Bulgarian consulate, before a local notary with an apostille, or with a Bulgarian QES issued remotely. Our fee does not change; only the actual translation and legalisation costs are added.
Price and timeline
The price is €280, regardless of the number of shareholders, and includes the state fee and notarisation of the directors' specimen signatures. The entry timeline is 1–2 business days after filing. If a shareholder is a legal entity or a foreign person, additional documents are needed (certificate of good standing, legalised translation) — we specify these in the quote at no change to our fee.
Process
- 1
Agreeing the terms
We send a questionnaire on shares, management and majorities. We draft the partnership agreement based on your answers.
- 2
Signing
Founding meeting and signing of the agreement — electronically or before a notary.
- 3
Capital and filing
Depositing the capital into the capital account, filing application A4 with the Commercial Register.
- 4
UIC
Entry, notification, handover of the documents.
Frequently asked questions
Can one of the shareholders be a foreign person?
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Yes. Legalised and translated identity documents are required, and for a legal entity, a certificate of good standing. Signing can take place at a consulate.
What's the tax difference between an OOD and an EOOD?
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There is none — 10% corporate tax, 5% dividend tax, the same VAT and social security rules.
Who is liable for the OOD's obligations?
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The company, with its own assets. Shareholders are liable up to the amount of their capital contribution.
Sources
Commerce Act; Commercial Register and Register of Non-Profit Legal Entities Act; Tariff of State Fees Collected by the Registry Agency; Accountancy Act. Verified on 3 September 2026.
Important
Bulsmetka is a private accounting firm, not a government body. Information is general and does not replace individual advice. State fees are invoiced at cost.