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Country guide · 2026

How to open a Bulgarian company from Sweden 🇸🇪

Sweden's headline corporate rate is competitive, but the 3:12 rules on closely held companies push dividends above the allowance into salary-level taxation, and employer contributions of about 31.42% sit on every krona of wages.

Swedish rate
20.6% corporate tax with 3:12 rules on dividends
Bulgaria
10% corporate, 5% dividends
Setup
Remote, 3-7 business days

Why Swedish founders move to a Bulgarian EOOD

  • Flat 5% dividend tax with no 3:12 allowance calculation each year
  • Employer social contributions capped rather than 31.42% uncapped
  • SEK 25,000 aktiebolag capital replaced by about €1
  • Simple annual reporting instead of the Swedish audit-threshold ladder

The remote registration process, step by step

  1. 1

    Reserve the company name

    We check availability in the Bulgarian Commercial Register and reserve your EOOD or OOD name. Takes a few hours; the reservation holds for six months.

  2. 2

    Sign the incorporation pack

    Articles of association, founder declarations and specimen signature. You sign in front of a notary or a Bulgarian consulate near you, or you give us a power of attorney and sign once.

  3. 3

    Open the capital accumulation account

    The statutory minimum share capital is BGN 2 (about €1). The bank issues a deposit certificate the register requires.

  4. 4

    File with the Commercial Register

    Electronic filing at the Registry Agency. Standard processing is 2 to 4 business days, and you receive an EIK (company number) on approval.

  5. 5

    Register for tax and, if needed, VAT

    The EIK doubles as your tax number. VAT registration is mandatory above the BGN 166,000 turnover threshold and voluntary below it; intra-EU sellers usually register voluntarily on day one.

  6. 6

    Open the operating bank account

    A Bulgarian business account for local payments, plus an EMI such as Wise or Revolut Business for multi-currency invoicing. Most non-resident directors need one video call.

  7. 7

    Appoint an accountant and start filing

    Monthly VAT returns, payroll if you hire, and an annual corporate return filed by 30 June. The 10% flat corporate tax applies from your first invoice.

Tax residency

Sweden keeps taxing former residents under the five-year essential-connection rule, which can catch a founder who leaves but keeps a home, family or business links behind.

Exit tax and leaving Sweden

Sweden's ten-year rule on capital gains can follow shares after emigration, though treaty relief often limits it. Check the Bulgaria treaty position before selling.

Banking and payments

Swedish clients pay a BG IBAN through SEPA in EUR; keep an EMI for SEK collections to avoid conversion friction.

VAT on sales into Sweden

B2B into Sweden is reverse-charged; consumer sales use OSS at 25%.

Mistakes Swedish founders make

  • Ignoring the essential-connection test after moving
  • Selling aktiebolag shares in the first years abroad without treaty analysis
  • Assuming an EMI alone satisfies Bulgarian capital deposit requirements

Questions Swedish founders ask

Does the 3:12 problem disappear?

For a Bulgarian company yes, because Bulgaria has no equivalent regime. Swedish residence, however, can still bring Swedish taxation of your dividends.

Can I invoice in SEK?

Yes. A Bulgarian EOOD can invoice in any currency and hold SEK through an EMI account.

Full Bulgaria vs Sweden tax tableRun your numbers in the tax calculatorFormation pricing

Start your Bulgarian company from Sweden

We handle the register filing, bank introduction, VAT and accounting in English. 750+ EU founders incorporated, fully remote.

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