Guaranteed company registration in Bulgaria for foreigners — €500

Since the end of 2025, opening an escrow account in a Bulgarian bank to pay in the capital of a new company has become an almost insurmountable obstacle — especially when an owner or manager is a foreign person or the company has foreign participation. The problem is not new, but it has deepened over the past year: banks refuse such accounts in large numbers, ask for advance fees merely to look at the documents without committing to any result, and often do not respond at all.

Under the general procedure the escrow account is a precondition for registering a limited liability company (OOD, or EOOD with a single owner): the capital must be paid in before the application is filed. A bank refusal therefore blocks the incorporation at the very start.

The problem affects Ukrainian citizens registering a company in Bulgaria as owners or managers in particular — the group among whom bank refusals have become most frequent over the past year — but it applies to all citizens from outside the EU.

Here I describe another option: a variable-capital company, for which an escrow account is not required at all.

What a variable-capital company is, in brief

The variable-capital company is a new type of commercial company introduced into the Commerce Act (State Gazette No. 66 of 2023, Chapter Fifteen “a”, Articles 260a–260ya). It could be entered in the Commercial Register in practice from 15 December 2024, by an application on form A19. It is a hybrid between an OOD and a joint-stock company and is intended for micro and small enterprises — start-ups and flexible businesses.

It is established by one or more natural or legal persons; when it has a single founder it is entered as a single-member variable-capital company. The only restriction on founders is that a legal person in insolvency cannot be one.

The key point: no escrow account is needed

The requirements for entering a variable-capital company are listed briefly and exhaustively in Article 260g(1) of the Commerce Act: the articles of association (the founding act) are submitted and published, and a manager or management board is elected. There is no requirement for paid-in capital or a bank document.

The reason lies in the nature of the form: under Article 260d(1) of the Commerce Act its capital is variable and is not entered in the Commercial Register. And under Article 260d(4) of the Commerce Act contributions against the shares taken are made within the period set in the articles of association or by a decision of the general meeting — so the payment may be made after incorporation and is not a precondition of registration.

This is also confirmed officially by the Registry Agency, which states expressly that paying in the capital is not a condition for entering a variable-capital company, that no escrow account is opened and that, if desired, the contribution may even be paid at the cashier against a receipt. The Agency also confirms that partners may be natural or legal persons, Bulgarian or foreign, without special restrictions.

Advantages

• No minimum capital and no escrow account — the main banking obstacle to incorporation disappears.
• The capital is not entered in the Commercial Register; later changes to it do not need a separate entry at each step and are reflected once a year with the financial statements.
• The partners are not entered in the Commercial Register.
• Shares can be transferred freely in ordinary written form — without notarial certification of the signatures and content, unless the articles say otherwise.
• Shares of different classes and privileges are possible; employees may also be given the right to acquire shares.
• Flexible management — one or several managers or a management board; remote meetings are allowed.

Disadvantages and limits

• The form is available only to a micro or small enterprise — an average staff of fewer than 50 and an annual turnover and/or asset value of up to 4,000,000 Bulgarian leva (BGN) (the equivalent in euro). If the thresholds are exceeded on a lasting basis, the company must be converted into an OOD or a joint-stock company.
• It is a relatively new form with still limited court and banking practice — it may be unfamiliar to some counterparties and institutions.
• Because the capital is not public, the law sets higher requirements for the content and keeping of the partners’ book (an internal company document).

And the payment account?

A variable-capital company needs no escrow account. For real business, however, every company needs a payment (current) account — and here the refusals of banks towards companies with foreign participation remain a live problem.

I have built a working practice for opening a payment account with a Bulgarian payment account number (IBAN) at a licensed financial institution. The account is fully usable for ordinary business turnover — incoming and outgoing transfers, payments to counterparties, suppliers and institutions — with no practical difference from a bank account for later payments.

I agree the specific institution and the opening procedure with the client individually once I take on the case.

Conclusion

If you are planning to set up a company and fear that a bank’s refusal of an escrow account will block the registration, a variable-capital company is a real alternative — the obstacle simply does not exist. Contact me and we will assess whether this form suits your case; I will then handle the whole procedure, from drafting the documents to registration and opening a payment account.

This information is general and is not legal advice for a specific case.

Frequently asked questions

Nikolay Hristev, Plovdiv Bar Association