LLC vs joint-stock company in Bulgaria: OOD or AD, EOOD or EAD

OOD, EOOD, AD, EAD: what these acronyms actually mean

If you are setting up a company in Bulgaria, you will most likely be choosing between four legal forms: an OOD (a limited liability company, ООД in Bulgarian), an EOOD (a single-member LLC, ЕООД), an AD (a joint-stock company, АД), and an EAD (a single-shareholder joint-stock company, ЕАД). All four give owners limited liability: as a rule, you are on the hook for company debts only up to your capital contribution, not with your personal assets.

• An OOD has two or more owners, each holding units (дялове) in the company's capital.
• An EOOD is the same legal form with a single owner, an individual or another legal entity, holding all of the capital.
• An AD has its capital divided into shares (акции) rather than units, and is generally built for a larger number of shareholders and bigger ventures.
• An EAD is a joint-stock company with a single shareholder, combining the AD structure with sole ownership.

In practice, the real choice is almost always between OOD/EOOD on one side and AD/EAD on the other. Whether there is one owner or several inside each pair does not change the core liability and cost picture.

Minimum capital: symbolic versus tens of thousands of euro

Capital is the first practical difference between the two groups of forms. Bulgarian law sets a very different minimum capital requirement for OOD/EOOD than for AD/EAD, and the gap is substantial.

• An OOD or EOOD needs only a symbolic minimum capital: just over 1 euro, converted at the fixed rate used when Bulgaria adopted the euro on 1 January 2026. Most founders put in a few hundred or a few thousand euro anyway, not because the law demands it, but because it makes opening a business bank account and dealing with partners easier.
• An AD or EAD needs a much higher minimum: roughly 25,565 euro, the converted equivalent of the previous 50,000 lev threshold. That capital has to actually be paid in at incorporation, not just declared on paper.
• Regulated activities, banks, insurers, investment firms, are subject to separate laws requiring capital many times higher than the standard AD minimum, sometimes running into millions of euro.

The capital threshold alone rules an AD out for most small companies before any other factor even comes into play.

Units vs shares: how ownership actually changes hands

Ownership in an OOD is expressed in units (дялове); in an AD, in shares (акции). The difference is not just terminology, it directly affects how easily ownership changes hands.

• Transferring a unit in an OOD requires a notarized agreement between the parties and an entry of the change in the Commercial Register. If the company's articles of association require it, the other owners also have to consent.
• Transferring shares in an AD is generally faster and simpler: no notarization is required, just an agreement between the parties and an update to the company's shareholder register, or the depository system for public companies, without a mandatory registry filing for every single transaction.
• That difference makes an AD a more practical structure when ownership is expected to change often, for example across a series of investment rounds where investors come and go.

For a small company with two or three co-owners who do not expect frequent ownership changes, the heavier OOD procedure is rarely a real obstacle.

Governance: a manager and general meeting vs a board of directors

Governing an OOD is fairly simple: one or more managers (управител or управители), appointed by the general meeting of the owners, which handles the big decisions, capital changes, profit distribution, owners joining or leaving.

• In an OOD, the manager represents the company to third parties and to the tax authority, and the general meeting convenes at least once a year to approve the annual financial statements.
• An AD has a more formal governance structure. Under a one-tier system, the company is run by a board of directors. Under a two-tier system, a supervisory board oversees a separate management board responsible for day-to-day operations.
• The size of these bodies, how often they must meet, and the paperwork required for each meeting are all set out in detail by law, and are considerably heavier than what an OOD has to handle.

For a company with a single owner who also wants to be the sole manager, this is a real difference: an AD effectively imposes an extra layer of governance even when there is only one person behind it.

Cost and admin burden: why an AD is significantly more expensive

The more elaborate AD structure comes at a price, and it is not a small one next to an OOD.

• The higher required capital ties up money that, in an OOD, could stay in the business instead.
• An AD or EAD must have its annual financial statements independently audited every year regardless of size, while an OOD only needs an audit once it crosses certain thresholds for assets, revenue, or headcount.
• Set-up costs, notary fees, a formal statute instead of simple articles of association, public notices, and ongoing accounting and legal costs all run higher because of stricter reporting and governance requirements.
• Any change to the statute, the board's composition, or the capital goes through a heavier Commercial Register procedure than the equivalent change in an OOD.

For a small company, that extra overhead rarely buys an advantage it actually needs this early on.

The bottom line: OOD/EOOD for most founders, AD for investors and scale

If you are starting a company on your own, as a freelancer, or with a small team, the choice is clear: an EOOD or OOD gives you a lower entry threshold, a simpler management structure, and far less administrative overhead than an AD. An AD makes sense in a handful of specific situations: raising capital from several outside investors or a larger shareholder base, planning for venture capital funding or a future public listing, or running a licensed activity the law requires to be structured as a joint-stock company, a bank or an insurer, for example.

If you are still weighing which one fits your situation, here is where to go next:

How to register an EOOD or OOD step by step
Talk to an expert about the right structure for your business
How your company gets taxed after registration
EOOD vs freelancing: which one to pick

FreeMe.bg works with EOOD and OOD companies: it prepares invoices, tracks expenses, and keeps your paperwork organized from day one. Log in with your Google account and see what bookkeeping looks like without spreadsheets.