Bulgarian Ready Made Companies

Entrepreneurship in Bulgaria is increasingly becoming the choice of those who value a loyal tax system, advantageous geographical location, and an overall favorable business environment in the country.

Registering your own company from scratch takes quite a lot of time and requires certain efforts from the future owner. It is necessary to prepare the documents, open a bank account, submit an application for company registration, and register as a VAT payer. The entire procedure takes at least two weeks and cannot be expedited.

However, there is an alternative. One can buy ready made company in Bulgaria. What exactly are such legal entities? What benefits will the deal bring to the entrepreneur? How is the purchase carried out and what requirements must be met? You will find the answers to these questions in this article.

What Is a Bulgarian Shelf Company?

A shelf company in Bulgaria is a registered legal entity listed in the commercial register but has not conducted any business operations. They are specifically created for subsequent sale so that entrepreneurs can skip the process of starting a business from scratch.

Figuratively speaking, it is a company that legally exists but does not operate – it “sits on a shelf.” Hence the name.

What are their main characteristics?

• Registered in accordance with local laws. It is usually established as a limited liability company, either EOOD or OOD.
• Have a unique name. It must not coincide with the names of other previously registered legal entities.
• Have a valid registered office address. In addition to being a legal requirement, the address is necessary to receive official correspondence.
• Have not conducted and are not conducting commercial activity at the time of sale. This ensures the company has no debts, liabilities, or tax records.
• Fully prepared for resale. Including all necessary founding documentation.

Not sure whether to buy a shelf company in Bulgaria or start a business from scratch? Explore the advantages of acquiring a ready-made legal entity.

Key Benefits of a Ready-Made Company in Bulgaria

Purchasing ready-made shelf companies in Bulgaria often attracts investors who value speed and legal clarity – as well as anyone seeking to avoid delays and bureaucracy. Here are the key advantages of this step:

1. Quick Start of Operations. Unlike company registration in Bulgaria from scratch, buying a ready-made company is much faster. After changing the shareholders and the director, you can begin operations within just 1–2 working days.
2. Clean History. A shelf company in Bulgaria is essentially a clean slate. It has not conducted business, meaning it has no debts or liabilities. Purchasing such a company eliminates risks associated with past business activities and allows starting a business with a legally “transparent” structure.
3. Saving Time and Effort. Buying a ready made company in Bulgaria allows you to avoid paperwork related to company registration. This is especially relevant for those located outside Bulgaria.
4. Prestige and Trust. In some cases, ready-made companies were registered several years prior to the sale. This can create an impression of stability among investors, partners, and clients.
5. Adaptability. In a ready-made company, virtually everything can be changed to suit your needs: name, address, business activity, director, and even the legal form. The structure is very flexible and easily adjustable to the needs of new owners.

Interested in buying a Bulgarian shelf company? Enlist the support of experienced lawyers and ensure a fast business launch in Europe.

Legal Forms of Ready-Made Businesses in Bulgaria

In Bulgaria, ready-made companies are usually registered in the most popular and versatile legal forms. You can choose the appropriate option regardless of the size of your business.

These include EOOD, OOD, and AD (Joint Stock Company).

Here are the features of each of these legal forms:

Consult legal experts to choose the form of a ready made company in Bulgaria that suits you best.

Bulgarian Shelf Company Purchase Process

To begin with, the procedure requires minimal involvement from the buyer. It can be carried out through a legal representative, which is especially convenient for foreign entrepreneurs.

Purchasing takes place in several steps:

1. Choosing a Company. The first step is to review available offers on the market. Take note of the registration date, legal structure, VAT number availability, and registered address.
2. Legal Due Diligence. Typically, a shelf company in Bulgaria has not conducted business. However, to ensure there’s no hidden information, the buyer or their representative must verify the absence of debts, liabilities, or legal proceedings.

This can be done through the Commercial Register and by reviewing tax records.

1. Signing the Sale Agreement. At this stage, a contract for the transfer of the company is drawn up. If needed, a decision can be made to replace the director. Documents must be notarized.
2. Changing Shareholders and Director. After the deal, all changes must be submitted to the Commercial Register. Usually, this includes the new owner’s data, new director, and possibly a new name, address, or scope of activity.
3. VAT Registration. This must be done under two conditions: if the previous owner hadn’t registered the company for VAT, and if your type of activity requires it (e.g., trading in the EU).

At each of these stages, the experts at AA Lawrange are ready to assist you. We will help you choose and purchase the best Bulgarian shelf company!

Legal Requirements and Documents for the Purchase

The purchase of ready-made shelf companies in Bulgaria is a relatively simple way to start a business in this country. What requirements are set by local regulations?

Residency

The buyer of a ready-made company in Bulgaria can be either a natural person or a legal entity, regardless of their citizenship or residency. Under the current legal framework of Bulgaria, foreign investors are not restricted from acquiring shares in local companies. However, the buyer must:

• Be legally competent.
• Appoint a representative if you are not attending the transaction in person.
• Obtain a Bulgarian tax number (in specific cases).

Representation

If the buyer is not personally present at the transaction, a notarized power of attorney must be issued. Note: if it is issued outside the EU, it must be translated into Bulgarian and apostilled.

Documentation

The list of documents will differ depending on whether the buyer is a natural person or a legal entity.

A natural person must provide:

• a copy of a valid passport;
• a declaration of no obstacles to company ownership (in the prescribed form);
• a statement of consent to participate in the company;
• a notarized power of attorney (when acting via a representative);
• a tax identification number from the country of residence.

A legal entity must submit:

• a current extract from the registration authority;
• incorporation documents;
• a resolution of the authorized body to purchase the company;
• the representative’s passport details and the power of attorney;
• tax number.

Important! All documents need to be translated into Bulgarian.

Share Capital

The requirements for minimum share capital depend on the legal form of the company. For the most popular companies – EOOD and OOD – it is only 2 BGN. If desired, the buyer can increase it later.

For AD, the requirement is higher – from 50,000 BGN. However, this legal form is less commonly used for Bulgarian shelf companies.

Ownership Transparency

Since 2020, Bulgaria has implemented EU requirements for transparency in corporate structures. Under the Anti-Money Laundering (AML) law, the buyer must:

• Provide information about beneficial owners;
• Sign the corresponding declarations;
• Undergo KYC verification.

Before completing the transaction, it is important to check whether you meet all the above requirements. This will help avoid delays.

Opening a Corporate Bank Account in Bulgaria

Opening an account in Bulgaria iis not compulsory when buying a ready-made company. However, it is strongly recommended. Without a corporate account, it is impossible to conduct full financial operations – such as receiving payments from partners, paying taxes, and issuing invoices.

There should be no problems with banking services in Bulgaria. Financial institutions in this jurisdiction are generally loyal to companies with foreign participants and directors. However, they will likely be subject to thorough Know Your Customer (KYC) checks under AML/CFT policies.

The following documentation is required to open an account:

• incorporation documents;
• extract from the commercial register;
• passports of the director and beneficial owners;
• proof of the source of funds;
• information about the nature of the business;
• tax number.

Note: Most banks require the personal presence of the director or an authorized representative. However, if using a licensed agent, a remote procedure may be possible.

Timeframe and Costs of Buying a Bulgarian Shelf Company

Let us emphasize once again: to buy a shelf company in Bulgaria is much faster than starting a business from scratch. Here are the time costs you should be prepared for:

As a result, the entire process usually takes 5–10 working days. However, remember that each situation is strictly individual.

As for the costs, their amount may vary depending on the following factors:

• Complexity of the transaction and scope of legal services. For example, the cost will increase if significant changes need to be made to the structure of the ready-made company.
• Form of ownership and company history. Companies with a “clean” history that were registered relatively long ago usually cost more than newly created ones.
• Involvement of foreign persons. In this case, document translation and notarization will be required. These are additional expenses.
• Urgency. The need for an urgent transfer of the company may increase the cost of services.

Consult a Lawrange lawyer to calculate the costs for your specific case.

Risks and Considerations When Buying a Shelf Company in Bulgaria

When purchasing a ready made company in Bulgaria, it is important to understand the potential risks:

1. Hidden debts and obligations. Usually, shelf companies are legally “clean.” However, dishonesty on the part of the previous owner cannot be ruled out. Therefore, it is essential to verify the absence of any past business activity and related problems.
   
2. Reputational risks. Some banks and partners may treat “dormant” legal entities with caution. This could result in difficulties with banking services or contract signing.
   
3. Possible errors in documents. Careful attention must be paid to the preparation of the sale and purchase agreement and other documentation. Any inaccuracies may result in the rejection of registration in the Commercial Register, problems with account opening, or liability for violations of tax laws.
4. Formal restrictions. Participation in some government tenders or contracts may require a minimum period of company existence. Keep this in mind when making a purchase. There is also a risk of removal from the register due to long inactivity.

To avoid such issues, it is recommended to:

• Buy a company only from verified intermediaries.
• Conduct thorough due diligence before the transaction.
• Include clearly defined guarantees of the company’s “clean” status in the agreement.
• Ensure compliance with Bulgarian legislation.
• Clarify all details: availability of a registered address, VAT registration, etc.

Need help? Contact the lawyers at Lawrange for full legal support.

Why Choose Lawrange for Buying a Shelf Company in Bulgaria?

Lawyers from the Lawrange legal association have everything needed for your success:

• 10+ years of experience in supporting international business. We know all the specifics of purchasing ready-made shelf companies in Bulgaria and other jurisdictions.
• Support from A to Z. Our cooperation does not end with the transaction. If necessary, we provide advice on tax planning, accounting, and reporting.
• Individual approach to each client. Business scale, activity type, your goals and needs – we take everything into account when selecting a company and signing the agreement.

Want to enter the European market as quickly as possible? Contact a Lawrange specialist and rest assured: your goals will be achieved in the shortest time possible!

Conclusions 

Shelf company in Bulgaria is an excellent option for those who want to quickly conquer the European market. Buying it is much quicker than registering a business from scratch. You can also count on other advantages, such as structural flexibility and a good reputation.

Do not miss the opportunity for a quick start in a promising jurisdiction. Contact us – the team at Lawrange will be happy to answer all your questions.

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