EOOD vs OOD — which Bulgarian company structure should you pick?

EOOD and OOD are the two limited-liability vehicles in Bulgarian company law. The choice is simple in theory and matters more than people think in practice.

The one-sentence answer

EOOD = one shareholder. OOD = two or more. Tax, liability, and accounting are identical. The structural difference is only in who owns the shares.

Side-by-side

	EOOD	OOD
Full name	Еднолично дружество с ограничена отговорност	Дружество с ограничена отговорност
Shareholders	Exactly 1	2 or more
Corporate tax	10%	10%
Dividend tax	5%	5%
Minimum capital	2 BGN	2 BGN
Liability	Limited to capital	Limited to capital
Governance document	Founding act (учредителен акт)	Articles of Association (дружествен договор)
Manager required	Yes (can be the shareholder)	Yes (can be a shareholder)
Annual filings	Identical	Identical

When to pick EOOD

• You're a solo founder, freelancer, or consultant
• You want the simplest possible governance (one person decides everything)
• You're planning to be the sole owner for the foreseeable future
• You're holding the entity through another company (single-shareholder holding structure)

The vast majority of foreign-owned Bulgarian companies are EOODs.

When to pick OOD

• You have a co-founder or business partner
• Investors will hold equity at incorporation
• You want the optionality of issuing further shares to new shareholders without restructuring the governance documents
• You're planning a holding structure with multiple owners

Can you convert later?

Yes. An EOOD becomes an OOD the moment you add a second shareholder (usually by selling or transferring some shares). The conversion is a notarised transfer plus a Commercial Register filing — no liquidation needed. The reverse (OOD to EOOD) is just as straightforward.

Tax treatment is identical — why does the choice still matter?

Three reasons:

1. Governance speed. With a single shareholder, every decision is a one-page resolution. With an OOD, shareholder resolutions need to follow the quorum and notification rules in the Articles.
2. Optics for investors. A future investor reviewing your cap table prefers seeing a clean EOOD with a fresh OOD conversion to seeing a messy multi-shareholder OOD that's been amended five times.
3. Banking. Some Bulgarian banks process EOOD account openings faster than OODs because they only need to KYC one shareholder.

Common mistakes

• Setting up an OOD "in case" you want a partner later. Don't. Start as an EOOD and convert when (and if) the partner is real. The conversion is cheap and the simpler governance saves time every quarter.
• Splitting an EOOD into an OOD just for tax reasons. There's no tax advantage. The only reason to split shares is genuine co-ownership.
• Forgetting that an EOOD still needs a manager. The shareholder usually is the manager, but the role must be explicitly named.

What we recommend

For 9 in 10 foreign founders, start with an EOOD. It's faster, cleaner, and easier to bank. Convert to an OOD if and when a real co-shareholder appears.

If you want to walk through your specific situation, book a free 30-minute consultation or jump straight to the step-by-step OOD registration guide.