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 →
After registration, the shareholders take decisions at the general meeting and record them in minutes: OOD general meeting minutes template.
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. The manager's specimen signature is notarised at a Bulgarian consulate or before a local notary with an apostille; the other documents can be signed there or with a Bulgarian QES issued remotely. Our fee does not change; a notary or consulate abroad, the apostille and any translation are paid by the client.
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 by a notary in Bulgaria. 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), and we list them in the quote. For shareholders abroad, the notary or consulate there, the apostille and any translation are paid by the client.
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
You deposit the capital into the capital account; we file 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. For an individual, a passport is enough; for a legal entity, a certificate of good standing with an apostille and a translation. Signing can take place at a Bulgarian consulate or before a local notary with an apostille, and those costs are paid by the client.
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. For company registration, state fees are included in the price.