Status, 10 October 2026: the Council of Ministers has approved a draft amendment to the Gambling Act (public consultation until 23 October 2026). As reported, it would allow licenses only to Bulgarian legal entities or foreign entities operating through a place of business in Bulgaria, with revenue and costs booked there (existing online operators to comply by 31 March 2027), raise the variable fee above the current 20% and add a €100,000 monthly minimum for online operators. It is not law yet; the rules below are those in force today.
Short answer
Bulgarian companies are formed under the Commerce Act (Targovski zakon, 1991) and entered in the Commercial Register kept by the Registry Agency. The usual vehicles are the EOOD/OOD (minimum capital €1) and the AD (minimum €25,000); Bulgaria adopted the euro on 1 January 2026 at BGN 1.95583. A company organizing casino or online games under the Gambling Act (2012) needs fully paid-up capital of BGN 1,500,000 (about €766,938). Profits are taxed at a flat 10%, dividends to non-EU shareholders bear 5% withholding tax, and online betting pays a 20% variable state fee on bets less winnings.
Bulgaria company formation at a glance
- Entity type
- EOOD (single-member limited liability company), OOD (multi-member) or AD/EAD (joint-stock company)
- Governing law
- Commerce Act (State Gazette No. 48/1991, as amended); Euro Introduction Act for redenomination; Gambling Act (State Gazette No. 26/2012) for licensees
- Registry
- Commercial Register and Register of Non-Profit Legal Entities, kept by the Registry Agency (portal.registryagency.bg)
- Minimum capital
- €1 for an EOOD/OOD and €25,000 for an AD under the Commerce Act; BGN 1,500,000 (≈ €766,938) fully paid up to organize casino or online games under the Gambling Act
- Shareholders
- One or more individuals or companies of any nationality; a gambling licensee cannot have owners registered in an offshore zone
- Directors
- At least one manager (EOOD/OOD); a board of directors or two-tier board for an AD
- Local resident requirement
- None for the manager under company law; a Bulgarian company is tax resident by incorporation
- Registered office
- Seat and management address in Bulgaria; foreign online gambling licensees must also appoint an authorized representative in Bulgaria
- Corporate tax
- Flat 10% (Corporate Income Tax Act)
- UBO register
- Beneficial owners declared to the Commercial Register under the Measures Against Money Laundering Act
- Accounts/audit
- Annual financial statements published in the Commercial Register; statutory audit when Accountancy Act thresholds are met
- Time to incorporate
- About 1–2 weeks (indicative): capital deposit and notarizations, then registration within about 3 working days of filing
What the gambling regulator expects of the company
- Organizers must be companies registered in Bulgaria, another EU or EEA state or Switzerland (Gambling Act, art. 4(1)); the license is issued by the National Revenue Agency (NRA), which replaced the State Commission on Gambling in 2020.
- Casino and online game organizers need fully paid-up capital of at least BGN 1,500,000 or the euro equivalent, about €766,938 (art. 4(2)); minimum investments and operating funds under art. 5 come on top (BGN 1,000,000 of investment for online betting).
- No license is issued if a shareholder is an unincorporated entity or a company registered in an offshore zone, including through related parties, or if the origin of funds is not proven (art. 8(2)).
- Online betting licensees need servers in Bulgaria or the EU/EEA/Switzerland, a bank account, player registration and identification systems, a local data server in Bulgaria and, for foreign companies, an authorized representative in Bulgaria (art. 6).
- Online betting pays a one-off fee of BGN 400,000 (≈ €204,517) and a variable state fee of 20% of bets received minus winnings paid (art. 30, as reported from the NRA consolidated text in September 2026).
- Since 1 August 2026, performance-based gambling affiliates need their own NRA license (€6,000 a year plus 10% of result-linked commission), and foreign affiliates need a Bulgarian representative.
- For a B2B studio there is no separate online-supplier license comparable to Romania's Class II: gaming software is certified for use by licensed organizers, while land-based equipment manufacturers and distributors need their own license (art. 5). Compare our Romania Class II formation page.
License fees, process and documents: Bulgaria gambling license.
Which Bulgaria entity to use
| Vehicle | Use it for | Notes |
|---|---|---|
| EOOD / OOD (limited liability company) | Default vehicle for a single-owner or small-group gambling licensee, B2B supplier or Bulgarian service company | Formed with €1, but the paid-up capital must be raised to BGN 1,500,000 (≈ €766,938) before applying to organize online games. |
| AD / EAD (joint-stock company) | Larger groups, licensees planning outside investors or a listing | Minimum capital €25,000 and a board structure; the Gambling Act has historically required registered (not bearer) shares for licensees. |
| EU/EEA/Swiss company with a Bulgarian representative | Existing EU operator applying directly without a Bulgarian subsidiary | Permitted today with an authorized representative in Bulgaria; the September 2026 draft would require a Bulgarian place of business recording revenue and costs, so a subsidiary or branch may become necessary. |
How to incorporate in Bulgaria
- Week 1
Structure and owner checks
Confirm the license type, the entity (EOOD/OOD or AD) and that no owner in the chain is an offshore-registered company; collect KYC and source-of-funds evidence.
- Week 1
Name and documents
Check name availability, prepare the articles or memorandum, the manager's consent and notarized specimen signature, and the registered-address consent.
- Weeks 1–2
Capital and filing
Deposit the capital in a Bulgarian bank (capital account), then file electronically with the Registry Agency; registration follows in about 3 working days.
- Weeks 2–4
Post-registration
UBO declaration, NRA tax registration, VAT where relevant, accountant engaged, operating bank account opened.
- Weeks 3–8
Capital increase for the license
Raise the paid-up capital to BGN 1,500,000 (≈ €766,938) and register the increase; prepare art. 5 investment and funds evidence.
- Week 8 onward
NRA application
File the license application with the NRA; the review runs 60–90 days, extendable by 30. See the Bulgaria gambling license page.
Documents you will need
- Passports and proof of address for shareholders, managers and UBOs (certified copies)
- Articles of association (EOOD/OOD) or statutes (AD) and the founding resolution
- Manager's declaration of consent and notarized specimen signature
- Bank certificate confirming the capital deposit
- Consent of the owner of the registered address, or a lease
- Apostilled corporate documents and certified Bulgarian translations for any corporate shareholder
- Beneficial-ownership declaration and ownership chart
- For the NRA: criminal-record certificates, notarized declarations under art. 8 of the Gambling Act and source-of-funds evidence for the capital and investment
Tax
- Corporate income tax
- Flat 10%; online casino profits are taxed under the standard CIT rules
- Dividend withholding tax
- 5% (final); 0% for EU/EEA companies and between Bulgarian companies. The 10% increase proposed for 2026 was not adopted
- Gambling state fees
- Online betting: one-off BGN 400,000 (≈ €204,517) plus 20% of bets less winnings; draft bill would raise the rate and add a €100,000 monthly minimum
- VAT
- 20% standard; gambling services exempt without input-VAT credit; registration threshold €51,130 from 2026
- WHT on other payments
- 10% on interest, royalties and technical services to non-residents, subject to EU directives and treaties
Annual upkeep
Annual financial statements
Prepared under the Accountancy Act and published in the Commercial Register, generally by 30 June; audited when thresholds are met.
Corporate tax return
Annual CIT return and payment by 30 June of the following year; monthly or quarterly advance payments depending on prior-year sales.
UBO information
Keep beneficial-ownership data current in the Commercial Register.
Euro redenomination
Companies formed before 2026 must restate their BGN capital in euro within the Euro Introduction Act deadline; no state fee for the conversion entry.
Gambling fees and reporting
Monthly variable fee (online betting), real-time data to the NRA, annual responsible-gambling contribution and maintenance of capital and art. 5 investments.
AML
Gambling organizers are obliged entities under the Measures Against Money Laundering Act: internal rules, KYC and reporting to the Financial Intelligence Directorate.
Banking and payments
Bulgarian banks onboard gambling companies, but slowly and selectively: expect enhanced due diligence on every owner, a full source-of-funds file for the capital and a license or license application on the table. The capital account for incorporation is usually straightforward; the operating account a licensee needs for player funds takes longer, so start bank talks before the capital increase. Since August 2026 the NRA can also order banks and payment institutions to block payments to unlicensed operators and affiliates.
How we prepare the underwriting file: payments and banking.
Mistakes to avoid
- Holding the licensee through a company in a preferential (offshore) tax jurisdiction: the Gambling Act bars it, including indirectly.
- Forming with €1 and treating capital as an afterthought: BGN 1,500,000 (≈ €766,938) must be fully paid up before the NRA application.
- Relying on the 25% betting fee widely reported for 2026: that increase was proposed but not adopted; the rate in force is 20%, and a new increase is pending.
- Planning an EU parent with only a Bulgarian representative without tracking the September 2026 draft, which would require a Bulgarian place of business.
- Leaving the capital in BGN after 2026: existing companies must redenominate to euro.
Bulgaria compared
| Bulgaria | Romania (Class 1) | Romania (Class 2) | Hungary | Cyprus | |
|---|---|---|---|---|---|
| Usual vehicle | EOOD/OOD or AD (Commerce Act) | SRL or SA (Law 31/1990); EU PE | SRL (Law 31/1990) or EU/EEA company | Kft / Zrt (Civil Code) | Private Ltd (Cap. 113) |
| Minimum capital | €766,938 paid-up (online licensee) | RON 1,000,000 paid-up (remote gambling) | RON 500 (RON 5,000 above RON 400k turnover) | HUF 3m Kft / HUF 5m Zrt | €500,000 paid-up (licensee) |
| Local requirement | No resident manager; BG seat; rep. for EU applicants | RO office; registered RO PE for EU/EEA/Swiss entity | SRL: RO registered office; EU/EEA licensee: authorized representative in Romania | HU seat; process agent for non-residents | No resident director; CY office |
| Corporate tax | 10% CIT · 20% betting fee | 16% CIT; 16% dividends | 16% CIT; 16% dividends | 9% CIT + up to 2% LBT | 15% CIT |
| Time | 1–2 weeks | 2–4 weeks | 1–3 weeks | 1–15 working days | 1–4 weeks |
Every formation jurisdiction side by side: company formation for gambling licenses. Licenses compared: gambling license jurisdictions. How we work: gambling consulting services.
What we do
Before you incorporate
We check that the entity, ownership chain and tax position will pass the regulator and the bank, and model the year-one cost.
Formation and registered office
We prepare the documents and coordinate incorporation, registered office and tax registration through licensed local agents and counsel.
Banking
We prepare the underwriting file and introduce banks, EMIs and PSPs that work with gambling businesses in Bulgaria.
The license
We prepare and file the Bulgaria gambling license and stay on for renewals and reporting.
Bulgaria company formation — FAQs
What is the minimum share capital for a Bulgarian company in 2026?
Under the Commerce Act it is €1 for an EOOD or OOD and €25,000 for an AD. A company organizing casino or online games under the Gambling Act needs at least BGN 1,500,000 (about €766,938) fully paid up.
Has Bulgaria adopted the euro?
Yes. Bulgaria joined the euro area on 1 January 2026 at a fixed rate of BGN 1.95583 per euro. Some laws, including parts of the Gambling Act, still express amounts in leva, which are converted at that rate.
Does a Bulgarian company need a resident director?
No. The manager can be a foreign national living abroad, and formation can be done by power of attorney. A Bulgarian-registered company is tax resident in Bulgaria by incorporation, and NRA licensees need real operational presence in practice.
Can a foreign company hold a Bulgarian gambling license?
Today, yes, if it is registered in the EU, EEA or Switzerland and appoints an authorized representative in Bulgaria. The draft amendment approved in September 2026 would require foreign licensees to operate through a Bulgarian place of business that records revenue and costs.
What taxes does a Bulgarian gambling company pay?
10% corporate income tax, 5% withholding tax on dividends to non-EU shareholders and, for online betting, a 20% variable state fee on bets less winnings plus a one-off BGN 400,000 fee. Gambling services are VAT exempt.
How does Bulgaria compare with Romania for a B2C operator?
Both are EU markets that license locally facing operators and tax gross revenue. Bulgaria demands much more paid-up capital and has no Romanian-style B2B supplier license. See our Romania Class 1 company formation page and the Romania license guide.
Sources
Checked against the sources below on 10 October 2026. Registry fees, tax rates and filing rules change; confirm with us before you incorporate.
- Registry Agency — Commercial Register portal
- Gambling Act, consolidated text (Bulgarian)
- BTA — Bulgaria clears last hurdle to euro area entry on 1 January 2026
- PwC Worldwide Tax Summaries — Bulgaria, withholding taxes (reviewed 2 August 2026)
- PwC Worldwide Tax Summaries — Bulgaria, other taxes (VAT threshold €51,130)
- Mediapool — current 20% fee and draft 2027–2028 changes (25 September 2026)
- Focus — draft Gambling Act reform, consultation until 23 October 2026
- SBC News — affiliate licensing in force from 1 August 2026
Set up the right Bulgaria company the first time
An entity that the regulator, the bank and the tax authority will all accept. We screen the structure first, then incorporate, open accounts and file the license.
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