Joint stock company - Bulgarian Company Formation

Description

A Joint Stock Company — known in Bulgaria as an AD (two or more shareholders) or EAD (single shareholder) — is the most sophisticated corporate structure available under Bulgarian law, best suited for larger businesses, companies planning to raise external capital, or ventures that require a formal share structure with tradeable securities.

What is a Joint Stock Company?

An AD or EAD is a capital company in which all shareholders bear limited liability — each is liable only to the extent of their capital contribution. The total capital is divided into shares, and the sum of all shareholders’ shares constitutes the registered share capital. The minimum share capital required is EUR 25,565 — significantly higher than the EUR 1.00 minimum for an OOD or EOOD, reflecting the more formal nature of this structure.

Key features

Tradeable shares. Unlike shares in a Bulgarian OOD, shares in an AD or EAD can be freely traded, making this structure appropriate for businesses anticipating investment rounds, stock exchange listings, or broad shareholder participation.

Access to external capital. A Joint Stock Company can raise additional financing by issuing obligations (bonds) — a mechanism not available to limited liability companies, giving the AD a significant advantage in accessing capital markets.

Profit distribution. Shareholders are entitled to participate in profit distribution in proportion to their shareholding, as well as to other benefits defined in the articles of association.

Company name. The name must include “AD” for two or more shareholders, or “EAD” for a single shareholder.

Tax treatment

All Bulgarian Joint Stock Companies are subject to the flat 10% corporate income tax on net profit — one of the lowest rates in the EU. Profit distributions are subject to a 5% dividend withholding tax. Bulgaria’s network of over 70 Double Taxation Treaties may reduce or eliminate withholding taxes on cross-border dividend payments.

Is an AD the right structure for you?

For most foreign investors, an OOD or EOOD offers simpler administration, lower capital requirements, and equivalent tax efficiency. The AD or EAD is the right choice when the business genuinely requires a formal share structure, plans to access capital markets, or anticipates a large or evolving shareholder base.

Characteristics:

Name requirements	The name must be unique. Our customer services centre can check if a specific company name is available.
Local address requirement	Yes
Minimum authorised capital	EUR 25 565. It is allowed, the company to be registered with just EUR 6400 and the rest to be paid up in the next years.
Minimum number of directors	3 of any country
Director eligibility	Individuals and legal entities
Minimum number of shareholders	1 of any country
Shareholders eligibility	Individuals and legal entities
Type of shares	Bearer or Registered
Legal form	AD (for 2 or more shareholders) or EAD (for sole shareholder) – both correspond to Joint stock company.
Requirement for a local director or a shareholder	No, but using a local nominee director or a shareholder 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 for the company formation
Translation of the company documents in English
Legalisation of documents notarised abroad
Depositing the company capital into a capital raising account
State fees and revenue stamps
Providing Certificate of Incorporation and Articles of Association translated in English

Price of the included services: 1000,00 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 document proving the existence of the said legal entity.

After you submit an order and send your scanned passport, we will fill out all documents with your personal information, 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 consulate, or if there is no Bulgarian consulate at your location, the notary certification may be carried out by any foreign notary.

If the notary certification is carried out by a foreign notary, or if the shareholder of the Bulgarian company shall be a foreign legal entity, please contact us for more information, because the requirements are different for the different countries.