Variable Capital Companies in Bulgaria (VCC) - Bulgarian Company Formation

Description

Variable Capital Company (VCC) in Bulgaria

Bulgaria introduced the Variable Capital Company (VCC) as a new type of commercial entity through amendments to the Commercial Code, published in State Gazette No. 66 on 1 August 2023. The VCC is the most modern corporate structure available under Bulgarian law, designed specifically for startups, small businesses, and investors who need flexibility in ownership, capital structure, and share management.

What is a Variable Capital Company (VCC)?

A VCC is a contractual company established and governed by a company agreement in ordinary written form. When founded by a single person, no contract is required — an act of incorporation is drawn up instead. The company is liable to creditors with its own assets, and its capital consists of shares grouped into classes.

Unlike traditional Bulgarian companies, the capital of a VCC is not registered in the Commercial Register, giving founders significantly more flexibility to issue, transfer, and restructure shares without costly administrative procedures.

Who can establish a VCC?

A VCC can be established by one or more natural or legal persons. There are, however, regulatory size limits that define eligibility:

Maximum average number of employees: 50
Maximum annual turnover: EUR 2,000,000
Maximum total assets: EUR 2,000,000

This makes the VCC ideally suited for early-stage companies, tech startups, and small-to-medium enterprises seeking a modern and agile corporate structure.

How is a VCC managed?

A Variable Capital Company is managed by a Director or a Directorship Board. The following information must be registered in the Commercial Register:

Company name, registered office, address and subject of activity
Names of the members of the management board or the manager
Names of the persons representing the company and the method of representation

How does the share capital work in a VCC?

The capital structure of a VCC is one of its most distinctive and attractive features. Key points include:

Capital is not registered in the Commercial Register
Capital consists of shares, which are grouped into classes
Within each class, all shares carry the same nominal value
The minimum value of one share is 1 Bulgarian cent (BGN 0.01)
Share classes, nominal values, and rights are defined in the articles of association

Partners acquire shares by making contributions and in return receive rights commensurate with the nominal value of their shares, unless otherwise agreed.

What types of shares can a VCC issue?

Shares in a VCC are highly flexible and can be structured to meet the needs of founders and investors:

Shares are transferable and inheritable
Shares can be pledged as collateral
The company itself may acquire its own shares
Share transactions are conducted by written contract, with or without notarisation of signatures
Preferred shares can be issued, granting special rights such as additional voting rights, guaranteed or additional dividends, a preferred liquidation share, or a right of redemption
Preferred shares may be deprived of voting rights, which are then restored in the event of an unpaid or delayed dividend

Characteristics:

Name restrictions	The name must be unique. The business name of the company shall contain the designation “variable capital company” or abbreviated “VCC”. Our customer services center can check if a specific company name is available.
Local address requirement	Yes
Capital and shares	The capital of the company shall be variable and shall not be recorded in the Commercial Register. The amount of the capital at the closing of the financial year and the change thereof in relation to the previous financial year shall be established by decision of the regular annual General Meeting convened to review the annual financial statement. The capital of the company shall be divided into shares. All shares of the same class shall have the same value which may not be less than one euro cent. The shares of the different classes may have different value. Preference company shares may grant more than one vote in the Partners’ General Meeting, a guaranteed or an additional dividend, or a liquidation share, a right to buy back company shares, as well as other rights provided for by the law or in the Memorandum of Association. The company may acquire its own company shares under the terms and procedure provided for in the Memorandum of Association. The total amount of such own shares may not exceed 50 percent of the total amount of the shares. The company shall transfer, within three years, any and all own shares held in excess of this value. Otherwise, said shares shall be invalidated. The General Meeting may grant to persons employed by the company, regardless of the type of agreement or legal relationship therewith, a right to acquire shares where such right may be exercised only by transfer of own shares of the company. The total number of shares acquired, upon exercising the right to acquire shares, by persons employed by the company may not be more than 15 percent of all shares.
Minimum number of directors	1 of any nationality
Director eligibility	Individuals only
Requirement for a local director	No, but using a local nominee director is recommended under certain circumstances
Requirement for accounting	Yes
Corporate flat tax rate	10% on the net profit

Fees

Services included in the price

Preparation of all documents needed for the VCC company
Translation of the foreign company documents in Bulgarian and their legalisation
Translation of the VCC company documents in English
Legalisation of documents notarised abroad
State fees and revenue stamps
Providing Certificate of Incorporation and Articles of Association translated in English

Price of the included services: 500,00 EUR

Optional services

Registered office (360,00 EUR / per year)

Any company, no matter domestic or foreign one, must have registered office in Bulgaria to which communications and notices from government institutions will be addressed. The official registered address is also visited by tax authorities. If you want to save money from opening your own office, you can select the Registered office + mailing address service. We will answer with the name of your company and confirm that the company is registered at this address. We will notify you for any mail received and visits by governmental or other institutions.

VAT registration (130,00 EUR)

VAT registration is voluntary except in some cases. Contact us so we can check whether your business activities are subject to mandatory registration.

Obtaining an EORI number (100,00 EUR)

EORI number is required by the EU regulations for all entities sending and receiving parcels outside the EU. It is needed when dealing with customs administration in any of the EU member states.

Opening bank accounts in a Bulgarian bank (200,00 EUR)

Depending on your preferences and needs we can open bank accounts in different currencies. E-banking is available for account operations via Internet. Bank cards can be issued with a brand of your choice. There are only a couple of banks that allow remote issuance of a bank card. In most cases opening bank account is possible remotely without being present in the bank in person, but some banks reserve the right to request presence in person under certain circumstances.

Opening a virtual POS terminal (200,00 EUR)

The service includes: Concluding an agreement with a financial institution, preferred by the client Opening bank account Providing a programme code, which can be implemented on the client`s website. It is packed with the technical information you need. Assistance in the communication with the financial institution in connection with conforming to the technical requirements of the website.

Obtaining Apostilles on the Certificate of Incorporation and Articles of Association (150,00 EUR)

We will provide Certificate of Incorporation and Articles of Association translated in English. However, these documents do not bear Apostille. If you wish one for each document, check this option.

OSS (One stop shop) registration (80,00 EUR)
Registration of an online store in the NRA (50,00 EUR)
A company logo (100,00 EUR)

We will design a company logo according to your guidelines. If you do not have an idea of how your logo should look like, we will make 3 variations for logo to choose from.

Creation of a company stamp (30,00 EUR)

We will make a stamp for you in the shape, color and text you prefer.

Internet domain registration .bg (40,00 EUR / per year)

We will register a website name on your choice with an internet domain .bg. The name you prefer must be unoccupied.

Providing a Bulgarian landline number (40,00 EUR/per month – limitless internet and calls in EU)

We will provide you with a Bulgarian landline geographical number (preferably prepaid) and you will have the opportunity to decide from which city and choose a number to your liking. After activating the number you will be able to use it through SIP from any device maintaining this protocol, such as computer and Smartphone.

Required documents

The documents required for performing this service are as follows:

Valid international or domestic passport, or national ID card of each of the directors (and shareholder, provided those are different individuals);
Notary certified specimen signature of each director;
If the company’s shareholder shall be a foreign legal entity, you shall need a official document (usually issued by the registrar authority) proving the existence of the said legal entity, and showing the persons that represent it. We encourige you to further comminicate this matter with us to safe time, effort and energy.
After you submit an order and send your scanned passport, we will draft all required documents, including your specimen signature and will send them to you together with detailed instructions so you can read and sign them.
Notary certifications can be carried out in every Bulgarian Mission Abroad – Embassy/Consulate, or if there is no Bulgarian consulate at your location, the notary certification may be carried out by any foreign notary. With the last, an Apostile has to be dully attached.