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EOOD explained - the Bulgarian single-member company (2026)
What an EOOD is, how it differs from an OOD and other EU single-member LLCs, capital, liability, taxation, and how solo founders register one remotely.
An EOOD (Еднолично дружество с ограничена отговорност) is the Bulgarian single-member limited liability company - the same legal vehicle as the OOD, but with exactly one shareholder. For solo founders, freelancers going incorporated, and holding structures with a single owner, it is the default choice in Bulgaria.
EOOD at a glance
| EOOD | |
|---|---|
| Shareholders | Exactly 1 (individual or legal entity) |
| Minimum share capital | 2 BGN (~€1) |
| Liability | Limited to the company's assets |
| Corporate tax | Flat 10% on profit |
| Dividend withholding | 5% when profit is distributed |
| Management | 1+ manager (can be the shareholder) |
| Founding act | Учредителен акт (unilateral, not a contract) |
| Registration time | 2-4 business days at the Commercial Register |
| Remote setup | Yes, via notarised & apostilled Power of Attorney |
Why solo founders pick an EOOD over an OOD
The tax treatment and liability shield are identical between EOOD and OOD - the only real difference is governance. An EOOD skips every mechanism that exists to referee disagreements between shareholders:
- No shareholders' meeting quorum rules
- No shareholders' agreement to draft or renegotiate
- Decisions are recorded as sole-shareholder resolutions, signed alone
- No transfer-of-shares procedure to worry about until you add a second owner
- Converting to an OOD later (adding a co-founder) is a single Commercial Register filing
For a full side-by-side, see EOOD vs OOD - which Bulgarian structure to pick.
How the 10% + 5% tax stack works in practice
The EOOD pays 10% corporate tax on annual profit. When the sole shareholder wants the money out, distributing dividends triggers a 5% withholding. On €100,000 of profit that's €10,000 corporate tax, then €4,500 dividend tax on the €90,000 distribution - an all-in effective rate of ~14.5%.
That's the whole picture at the company level. What happens next depends on where you are tax-resident. Read Bulgaria's 10% corporate tax explained for the full breakdown, and our residency rules guide for how personal tax layers on top.
Want a real number for your revenue? The calculator does the math live.
EOOD vs single-member LLCs elsewhere in the EU
The EOOD is Bulgaria's version of what exists in most EU jurisdictions - Germany's Einpersonen-GmbH, France's EURL, the Netherlands' single-shareholder BV, Estonia's single-member OÜ. What sets the EOOD apart is the capital floor and the tax stack:
- Capital: 2 BGN vs €25,000 for a German GmbH or €12,000 for a Dutch BV
- Corporate tax: 10% vs 25.8% (NL), ~30% (DE), 12.5%/15% (IE), 12.5% (CY)
- Dividend WHT: 5% vs 26.9% (DE), 15%/25% (NL, box 2)
- No mandatory salary: unlike Netherlands' DGA regime (~€56k/year floor)
For head-to-head numbers, see the comparisons: Bulgaria vs Germany, Bulgaria vs Netherlands, Bulgaria vs Estonia, Bulgaria vs Cyprus.
Registering an EOOD - what actually happens
You do not need to fly to Sofia. Roughly 95% of the EOODs we set up are done remotely with a notarised, apostilled Power of Attorney. The mechanics are the same as an OOD registration:
- Reserve the company name at the Commercial Register
- Draft the founding act (unilateral, since there's one shareholder)
- Sign the PoA at your local notary / Bulgarian embassy
- Deposit share capital (2 BGN is enough) into a temporary capital account
- File the founding pack with the Commercial Register
- Receive the UIC / Bulstat number within 2-4 business days
- Convert the capital account into a full operating account, or open with Wise or Revolut
- Register for VAT if you cross the threshold or plan EU B2B - see VAT registration in Bulgaria
The full step-by-step, with the exact documents and notary flow, is in How to register an OOD in Bulgaria - identical procedure, just with one shareholder instead of two.
Common gotchas for solo founders
- The sole shareholder can also be the manager. Most single-founder EOODs are structured this way. You do not need a separate director.
- Sole-shareholder resolutions are still required. Anything a shareholders' meeting would normally decide (approving accounts, distributing dividends, appointing a manager) still has to be documented in writing and filed where applicable.
- A foreign parent company can own an EOOD. Holding structures with a single foreign legal entity as sole shareholder are common and unproblematic.
- Substance still matters. A Bulgarian EOOD used as a shell without real activity in Bulgaria can be challenged by your home tax authority as a controlled foreign company. Real substance keeps the 10%/5% stack safe.
Frequently asked questions
Can a non-EU citizen own an EOOD? Yes. There are no nationality restrictions on shareholders or managers.
Is 2 BGN really enough share capital? Legally yes. In practice we usually recommend 100-1,000 BGN so the balance sheet looks reasonable to banks and counterparties.
Can I convert my EOOD into an OOD later if I add a co-founder? Yes, in a single filing with the Commercial Register. The company keeps its UIC and history.
How is an EOOD taxed if I'm not a Bulgarian resident? The 10% corporate tax is on the company's Bulgarian profit and does not depend on where you live. The 5% dividend WHT is a Bulgarian tax on distributions. What happens next is up to your personal tax residency.
Next steps
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