Incorporation is the easy part. Beneficial ownership, source of funds, resident management and the bank's own risk decision are where foreign founders get stuck
YARD Law Co. · Legal status checked 31 August 2026
Registering a Bulgarian company and getting that company successfully onboarded by a bank are two different processes. A foreign national, including a citizen of a country outside the EU or EEA, can generally own 100% of a Bulgarian limited liability company and does not need Bulgarian residence merely to become its shareholder.
On paper, incorporation is straightforward. Since 1 January 2026 the statutory minimum capital of an OOD or EOOD is EUR 1 under Article 117(1) of the Commerce Act. For foreign founders the difficult part is usually not the registration - it is the banking infrastructure needed to operate afterwards.
There are two separate decisions. The Commercial Register decides whether the statutory requirements for incorporation are met. The bank decides whether it is willing, and legally able, to establish a business relationship with the proposed customer. Registration by one institution does not oblige another to bank the company.
This matters even before incorporation. For an OOD or EOOD with a cash capital contribution, the registration file requires evidence that the capital has been paid into a bank: Article 119 of the Commerce Act requires the statutory minimum capital to have been contributed, and Ordinance No. 1 on the Commercial Register requires a bank document evidencing it. In practice a bank often enters the process before the company receives its EIK number.
The bank is not interested in whether the founder can transfer EUR 1. It is interested in who the customer is, who controls it, why it exists and what money will subsequently move through it. The small statutory capital does not make the banking process correspondingly small.
Bulgarian banks are obliged entities under the Measures Against Money Laundering Act. Under Article 11, customer due diligence applies when a business relationship is established, including when an account is opened, and under Article 15 those measures are generally applied before the relationship begins.
Those measures go well beyond looking at a passport. The bank may need to identify the customer; identify and verify the ultimate beneficial owner; understand the ownership and control structure; understand the purpose and expected nature of the relationship; understand the customer's business; clarify the source of funds; assess geographic, sectoral and transactional risk; and monitor whether later activity matches what was described.
Article 17 provides that where an obliged entity cannot complete the required customer due diligence, it must refuse the transaction or the establishment of the business relationship, including opening the account. That is why a bank can legitimately ask for far more than was needed to incorporate the company.
There is no universal checklist covering every founder and every bank. But a good KYC file answers four questions clearly.
For a simple EOOD owned directly by one natural person, this is easy to demonstrate. For a Bulgarian company held through one or more foreign companies, the bank may require documents tracing the chain until the natural persons who ultimately own or control it are identified.
The file may include passports or national identity documents, residence permits where relevant, proof of residential address, Bulgarian company documents, foreign company extracts, constitutional documents, shareholder registers, ownership charts, beneficial-owner declarations, and certified translations or legalised documents where necessary.
A complex structure is not automatically unacceptable. A structure that cannot be clearly explained is much harder.
A broad object-of-activity clause does not tell the bank what the real business is. Expect questions about the actual goods or services; why Bulgaria; target customers and suppliers; countries and currencies involved; expected turnover and transaction size; whether cash will be used; whether payments involve higher-risk jurisdictions; whether the activity is regulated; how the business will be managed; and whether there will be premises, staff or contractors.
Supporting material may include contracts or drafts, supplier correspondence, invoices, a website, a business plan, licences, professional history or evidence of an existing business abroad. The objective is not the largest possible folder. It is a coherent one.
Source-of-funds questions are not optional curiosity. Article 66 regulates how the origin of funds is clarified and, as a general rule, requires the use of at least two of the statutory methods - information about the customer's activity and expected business volume, official independent sources, other lawfully collected information, or tracing the relevant cash flows.
A written declaration is therefore not necessarily a substitute for evidence. Under Article 66 the declaration becomes relevant in the circumstances the law specifies, including where the source cannot otherwise be clarified or the information obtained by other methods is contradictory.
Depending on what actually happened, useful evidence may include employment income, business income, company accounts, tax documents, dividend documents, sale agreements, investment statements, bank statements, inheritance documents, loan documentation, or evidence of accumulated savings supported by the underlying income history. Describing a substantial amount as "personal savings" may not answer the compliance question.
This matters particularly where the founder does not live in Bulgaria, has no Bulgarian employees or premises, intends to trade mainly outside Bulgaria, uses a complicated ownership structure, expects unusually large international payments, or is active in a regulated or higher-risk sector. None of those facts prevents banking. But the bank may reasonably want to know why the Bulgarian company and the Bulgarian banking relationship exist.
Founders sometimes assume that holding a residence permit in an EU Member State means the bank should treat them as an EU national. Those are different concepts: a Serbian, British or US citizen lawfully residing and working in another EU country remains a third-country national.
The permit is nevertheless useful evidence. It can help establish lawful residence, a residential address, employment, source of income, tax or economic links, and the stability of the founder's circumstances. It should usually form part of the file - but it should not be presented as something it is not.
An informal review by a branch employee is not the same as final KYC approval. In foreign-founder matters a bank contact can often receive documents in advance, identify obvious gaps, organise the file, explain standard forms and prepare much of the administrative work before the founder arrives, making the visit considerably faster.
But the onboarding decision may involve a separate central AML, compliance or risk function. A relationship manager should not be expected to guarantee that a particular founder or structure will be accepted.
Where appropriate we organise the documentation with the relevant bank contact before the client travels, so the appointment is spent on the steps that genuinely need the founder present. What cannot responsibly be promised is the outcome of the bank's internal compliance decision.
Standard company-formation guides often miss this. The compliance review itself can carry a material fee, and that fee is not necessarily refunded if the bank declines the customer.
For example, BACB's published list of terms and conditions for institutional customers, valid as of 1 January 2026, provides for a document-review fee of EUR 260 where a Bulgarian legal entity has 25% or more ownership by foreign legal entities or by foreign natural persons registered outside the EEA. It states that the review is carried out after the complete set of documents has been received, and that the fee is not reimbursed if the bank refuses to register the customer. It is charged in addition to the account-opening fee. That is a dated example from one bank's published tariff, not a market rate.
Tariffs, procedures and risk policies differ between banks and are revised regularly, so the figure above should be treated as an illustration of the mechanism rather than a current price, and the specific bank's tariff in force on the day should be checked before applying. The lesson that survives those revisions is the general one: a foreign founder should not assume that applying repeatedly to different banks is free, or that a failed review produces a refund. Bank selection and file preparation are worth approaching strategically.
A refusal by one bank does not mean the company cannot be banked in Bulgaria. Institutions differ in customer profile, internal risk appetite and documentary expectations.
A refusal may arise because the bank could not complete its due diligence, documents were incomplete, source of funds was insufficiently evidenced, the business model was unclear, the ownership structure was hard to verify, the activity fell outside the bank's preferred risk profile, geographic or sectoral risk was considered too high, or the bank simply chose not to establish the relationship.
Those explanations are not interchangeable. Before applying again it is worth understanding which one applied and what can actually be improved. Sending the same incomplete file to five banks is not a banking strategy.
Not necessarily as a shareholder. A foreign natural person can own a Bulgarian EOOD without becoming resident. The manager also does not have to be a shareholder: Article 135(2) of the Commerce Act expressly provides that the manager may be a person who is not a shareholder.
But a company with a foreign owner, a foreign ultimate beneficial owner, a foreign sole manager and nobody permanently resident in Bulgaria can create additional practical and legal issues. One of them concerns the beneficial-ownership framework.
Where no natural-person legal representative permanently residing in Bulgaria is registered on the company's Commercial Register file, the rules implementing Article 63(4)(3) provide for registration of a natural person who permanently resides in Bulgaria as a contact. This is reflected in field 550a of the beneficial-ownership section, and the contact person gives notarised consent.
That person should not be confused with the shareholder, the ultimate beneficial owner, the company's manager, a nominee owner or a guarantor of the company's debts. It is a specific statutory contact role connected to the beneficial-ownership and AML information framework. If the company already has a registered legal representative genuinely permanently resident in Bulgaria, the separate field-550a issue does not arise on the same basis.
Potentially, but the point needs stating correctly. A genuine Bulgarian-resident manager can make a foreign-owned company considerably easier to administer locally - communicating with the bank and the accountant, dealing with Bulgarian institutions, executing routine documents, handling local administration and responding to operational requests. It may also remove the need for a separate field-550a contact person, because a resident natural-person legal representative is already registered.
But a Bulgarian manager is not a substitute for due diligence on the foreign owner. The bank must still understand who ultimately owns the company, where the owner's money comes from, what the company will do and why the ownership and management structure exists. A resident manager does not guarantee account approval.
Under Article 141 of the Commerce Act the manager organises and directs the company's activity and represents it, and internal restrictions on that representative authority generally do not bind third parties. The management relationship is governed by a written management agreement under Article 141(7). A resident-management structure therefore has to be genuine and properly documented - not arranged to make a KYC file look more Bulgarian.
This is not primarily a Bulgarian banking issue, but it should not be ignored. A Bulgarian company is subject to Bulgarian corporate law and taxation, yet a founder who lives abroad and manages the business from another country can create consequences there under that country's corporate-residence, management-and-control, permanent-establishment, personal tax, or immigration and work-permission rules.
The result depends on the other country and any applicable tax treaty. A Bulgarian bank account, accountant or registered office does not by itself settle cross-border tax questions. Equally, owning a Bulgarian company does not necessarily mean a third-country national holding a work- or employer-specific residence permit elsewhere may freely perform work for that company from where they reside. Where the founder lives and works abroad, the Bulgarian structure should be coordinated with local tax or immigration advice.
Sometimes it is useful after incorporation. It should not be treated as a workaround for the initial formation process.
For an OOD or EOOD with a cash capital contribution, the Commercial Register rules require evidence that the capital has been paid into a bank. Revolut Business currently requires the business to be fully incorporated and active before an account can be opened, and its current eligibility rules require the applicant to have a permanent or legal home address in the EEA, Switzerland or the United Kingdom, subject to its supported territories.
That creates an obvious sequencing problem: the company generally needs pre-registration capital evidence before it exists, while Revolut Business requires the company already to exist. After incorporation it may be a useful operating option where the company and applicant are eligible, the activity is supported, any operating-address requirements are met and the provider accepts the company after its own review. It is an additional option, not an escape from AML and KYC.
For a non-EU founder living abroad, reverse the usual order of thought. Do not begin with "which documents do I need for the Commercial Register?". Begin with "how will this company actually operate once it exists?".
| Decide first | Because |
|---|---|
| Ownership | Who will own the company, individual or foreign company, and who is the ultimate beneficial owner? |
| Management | Will the foreign owner be sole manager, will there be a genuine Bulgarian-resident manager, is a field-550a contact person required? |
| Business model | What exactly will the company do, for which customers and suppliers, in which countries and currencies? |
| Source of funds | How was the money earned, which documents prove it, and can the expected flows be explained coherently? |
| Banking | Which institution suits the structure, what does it expect, does it charge for foreign-owner review, what can be prepared before arrival? |
| Cross-border position | Where does the founder live, will they manage or work from there, and are local tax or immigration checks needed? |
Working through these first prevents a common outcome: a Bulgarian company that has been successfully registered but is not yet capable of operating the way its founder expected.
Incorporation is only one part of the work. Depending on the circumstances we can assist with structuring and registering the EOOD or OOD; corporate documents; registered-office arrangements; preparation of the bank KYC file; beneficial-owner documentation; source-of-funds organisation; review of foreign corporate documents; Apostille, legalisation and translation requirements; coordination with the selected bank and provision of documents to the bank contact in advance where practical; assistance during onboarding and follow-up compliance requests; beneficial-ownership and field-550a compliance; structuring and appointment of a Bulgarian-resident manager where genuinely appropriate; accounting and operational coordination; and coordination with foreign tax or immigration advisers.
What cannot be guaranteed is that a commercial bank will accept a particular customer - the bank retains responsibility for its own AML, KYC and risk decision. The objective is different: to make sure the company, ownership structure, business explanation and source-of-funds file are coherent before the founder spends time and money on the formal review.
See also our guides to company formation in Bulgaria for foreigners, whether a Bulgarian company gives you residence and the difference between an EOOD and an OOD.
Generally yes. Bulgarian or EU citizenship is not a general requirement for owning a Bulgarian limited liability company.
Not merely to own the company. Company ownership and Bulgarian residence are separate legal questions.
No. Incorporation and bank onboarding are separate processes. The bank performs its own AML and KYC assessment and makes its own commercial-risk decision.
A lawyer can prepare the KYC file, identify missing documents and coordinate with the bank, and a branch may review documents for completeness in advance. None of that is binding approval by the bank's compliance function.
Yes, depending on the bank's tariff. BACB's list of terms and conditions for institutional customers, valid as of 1 January 2026, sets a EUR 260 document-review fee where a Bulgarian legal entity has 25% or more ownership by foreign legal entities or foreign natural persons registered outside the EEA, and states that it is not reimbursed if the bank refuses to register the customer. Tariffs are revised, so the current one should be checked before applying.
Not necessarily. Article 66 of the Measures Against Money Laundering Act sets out a broader framework for clarifying the source of funds. A declaration is used in the circumstances the law specifies and does not automatically replace other evidence.
No. A resident manager can make the company easier to administer locally, but the foreign beneficial owner and the source of funds remain subject to the bank's due diligence.
Where the Commercial Register file does not contain a natural-person legal representative permanently residing in Bulgaria, the Article 63(4)(3) framework provides for a Bulgarian-resident contact person recorded in field 550a, subject to the applicable registration requirements.
Potentially after incorporation, if the company and the applicant meet Revolut's current eligibility and KYC conditions. It currently requires the company to be fully incorporated and active, so it should not be assumed to replace the pre-registration bank evidence needed for a cash capital contribution.
A refusal by one institution does not prevent applying elsewhere. But where another application means another review, another fee and the same underlying documents, it is worth first understanding whether the file or the structure can be improved.
This article is general information as at 31 August 2026 and is not legal advice on a specific case. Bank tariffs, onboarding policies and payment-provider eligibility rules change, and individual AML and KYC outcomes depend on the particular customer, ownership structure, activity and source of funds. Any fee or eligibility figure should be confirmed against the institution's current published terms. Prepared by the legal team at YARD Law Co., a law firm based in Sofia, Bulgaria.
Opening a Bulgarian company from abroad?
Structure, the bank KYC file, beneficial ownership, source of funds and field-550a compliance.