In short
- EOOD means a single-owner limited company. An OOD is the same company with two or more owners.
- Capital from €1 in both, in shares of no less than €0.01. Owners risk what they paid in.
- Same taxes: 10% on profit, 5% on dividends. A working owner pays from €172.42 a month in social security.
- Admitting a partner turns an EOOD into an OOD. The state fee for the change is €7.67 online.
In this guide
What EOOD and OOD mean in Bulgaria
OOD stands for дружество с ограничена отговорност, a limited liability company: the Bulgarian counterpart of an LLC or a Ltd. EOOD adds the word еднолично, single-owner, and reads ednolichno druzhestvo s ogranichena otgovornost in Latin letters. The law treats the EOOD as an OOD whose capital belongs to one person, and that person may be an individual or a company.
Both forms are legal entities, both exist from the day of their entry in the Trade Register, and both carry the abbreviation in their name. Service companies, online sellers, IT contractors and the Bulgarian subsidiaries of foreign groups use them. We register either one for €280 before VAT: company formation in Bulgaria.
EOOD and OOD side by side
| Point | EOOD | OOD |
|---|---|---|
| Owners | One person or one company | Two or more |
| Founding document | Deed of incorporation | Articles of association |
| Decisions | The owner, in a written record | General meeting, votes by share |
| Yearly meeting | None | At least one, called by the director |
| Director | The owner or an appointed person | One or more, partners or outsiders |
| Profit | All to the owner | By share, unless the articles say otherwise |
| Leaving | Sale of the company or its liquidation | Three months' notice, or sale of the share |
| Death of an owner | The company ends unless the heirs continue it | The share passes to the heirs |
Capital, shares and liability
The minimum capital is €1 for both forms. It is divided into shares of no less than one euro cent, and the shares must add up to the capital exactly. A company with more than the minimum pays in at least 70% before registration and the rest within two years.
Limited liability is the reason to choose either form. The company answers for its debts with its own assets, and an owner risks the contribution to the capital. In an OOD the general meeting may also oblige the partners to add money for a set time to cover losses, in proportion to their shares. A partner who voted against may leave.
Companies registered before 2026 often still carry leva in their articles. The Registry Agency converted the registered capital itself, and the owners bring the articles into euros by 31 December 2028.
Owners, directors and decisions
In an EOOD the owner decides everything a general meeting would decide and records each decision in writing. The owner manages the company in person or appoints a director. When the owner is a company, its head or a person it names manages.
In an OOD the general meeting meets at least once a year, on a written invitation received 7 days ahead, and may decide without a meeting when every partner agrees in writing. A partner votes in proportion to the share in the capital.
| Decision in an OOD | Votes needed |
|---|---|
| Changing the articles, admitting or expelling a partner | More than three quarters of the capital |
| Raising or lowering the capital | Every partner |
| Winding up the company | Three quarters of the capital |
| Everything else, dividends and the choice of director included | More than half of the capital |
The director need not be a partner or live in Bulgaria, and signs a consent with a specimen signature before a notary. The director answers to the company for damage caused to it. A company left without a registered director for three months can be wound up by a court.
Leaving, selling a share and inheritance
A partner leaves an OOD with three months' written notice and is paid out on the balance sheet at the end of the month of leaving. A share passes freely to another partner. A sale to an outsider needs the consent of the general meeting, a contract certified by a notary and a declaration that no wages or contributions are owed to the staff.
The general meeting can also expel a partner, after a written warning, for ignoring its decisions, for refusing to help the business or for acting against the company's interests. A partner who has not paid the share within the extra time set by the meeting is expelled and loses what was paid in.
The sole owner of an EOOD sells the whole company by the same kind of contract or winds it up. When that owner dies, the company ends unless the heirs ask to continue the business. The deed of incorporation can provide otherwise.
We do this for you Company formation in Bulgaria €280
How an EOOD and an OOD are taxed
The form changes nothing in the tax. Each pays 10% corporate tax on its profit and withholds 5% when it pays a dividend to an individual. Both keep the same books and meet the same dates, listed in the guide to accounting requirements in Bulgaria, and the guide to corporate tax in Bulgaria has the calculation.
An OOD with two partners at 60% and 40% earns a profit of €50,000. Corporate tax takes €5,000, and €45,000 is left to distribute: €27,000 and €18,000. The company withholds 5%, which is €1,350 and €900, and the partners receive €25,650 and €17,100. An EOOD with the same profit pays its one owner €42,750.
The owners of either form have the same two ways to take money out. Pay under a management contract is a cost of the company, taxed at 10% in the director's hands, and it carries social security. A dividend is paid from profit after corporate tax, carries 5% and no social security.
A dividend of BGN 1,000 or more, which is €511.29, is paid through a bank account.
The owner's social security in an EOOD and an OOD
Social security follows the work, in the same way for both forms. An owner who works in the company in Bulgaria is insured. An owner who takes dividends and does no work is not, because a dividend is not insurable income. The monthly declarations and their dates are on payroll in Bulgaria.
| Point | Self-insured owner | Director under a management contract |
|---|---|---|
| Basis | Personal work with no contract | A written contract with pay |
| Income insured | Chosen, €620.20 to €2,300 a month | The agreed pay, from the minimum for the post to €2,300 |
| Rate | 27.8%, or 31.3% with sickness and maternity cover | 18.92% from the company and 13.78% from the director |
| Unemployment cover | No | Yes |
| Who pays | The owner | The company |
| Date | The 25th of the next month | The 25th of the next month |
A self-insured owner registers with the National Revenue Agency within 7 days of starting work and settles the year in the personal tax return. At the minimum income the cost is €172.42 a month, €2,069.04 a year. A contract at €1,400 a month costs the director €192.92 and the company €264.88.
An owner who lives and works in another EU state is covered by one national system at a time, usually the one where the work is done. We register the owner and file the monthly declarations: accounting services in Bulgaria.
Which form to choose: one founder or partners
- One founder takes an EOOD: no meetings, no majorities, and a decision is a signed page.
- Founders who each put in money take an OOD and settle five things in the articles before they sign. These are the shares or a tie-break, the right of first refusal, the formula for a leaving partner's share, the director's powers and a ban on competing.
- A group takes an EOOD owned by its parent company: one owner and one line of decision.
How to turn an EOOD into an OOD, and back
- The owner decides to admit a partner, by selling part of the share or by raising the capital.
- The new partner applies in writing and accepts the terms of the company.
- Articles of association replace the deed of incorporation.
- The change is filed with the Trade Register on application A4. The state fee is €7.67 online and €15.34 on paper.
The Registry Agency enters a change of this kind after three working days. The company stays the same legal entity. Its UIC, the nine-digit code given at registration, remains until the company is deleted, so the VAT number, the contracts and the bank account continue. An OOD becomes an EOOD the same way, when one partner buys out the others.
We prepare a change to the company from €130 and a share transfer from €255. With us opening a company in Bulgaria costs the same for an EOOD and for an OOD. The guide on how to register a company in Bulgaria walks through the steps.
