Shelf company in Bulgaria: buy one or incorporate from scratch?

A shelf company is a company that has already been incorporated and registered, has not started an operating business, and is kept ready for a later sale. Instead of incorporating a new entity, you buy its shares and adapt it to your plans. In Bulgaria, this may be an EOOD, a single-member limited liability company.

The potential advantage is that initial registration is complete. Whether buying it actually brings your launch forward depends on the remaining steps. An existing VAT number, bank account and registered address each need a separate check.

Shelf company, dormant former business or operating company?

These descriptions mainly distinguish the company’s history. The German DNotV explains the distinction for German companies. We use that terminology as an orientation, without applying German GmbH takeover rules to Bulgaria.

The key difference is the company’s previous activity.

Description	What you acquire	What matters
Shelf company	A registered company with no previous operating business.	Evidence of the claimed inactivity, capital position and complete records.
Dormant former business	A company that previously traded but stopped operating, often called a Mantelgesellschaft in German.	Previous contracts, taxes, debts and other commitments.
Operating company	A company with an existing business, potentially including employees, customers and assets.	A full assessment of both the business and the company: this is a business acquisition.

“Shelf company” describes how the entity is prepared for sale, not a separate Bulgarian legal form. The offer must identify the entity you are buying. “Ready-made company” alone tells you little about its past. A company that has existed for years without trading does not have years of operating success to demonstrate.

What are shelf companies used for?

They can be useful when a specific project needs an existing entity at short notice, for example an acquisition vehicle for a planned transaction or a legal entity for a new venture. Part of the price is for having the company prepared and registered already.

Founders also compare these offers with incorporation. The deciding factor is the actual bottleneck. If only the registered entity is missing, existing registration may help. If a bank, tax authority or commercial partner still needs documents and approvals, buying shares does not automatically complete those tasks. Ask for a timetable through to being able to use the company, rather than just through to signing the purchase agreement.

Shelf company or incorporation: what actually changes?

Compare the steps through to a company you can operate.

Decision point	Shelf company	New incorporation
Entity	Already exists; you acquire its shares.	Is established and registered for your venture.
History	Check inactivity and existing obligations.	No previous trading by this newly established company.
Register work	Prepare the transfer and necessary changes.	Prepare initial registration.
VAT and banking	Check the existing status and access for the new circumstances.	Plan the required registration and account opening.
Costs	Purchase, review, changes and ongoing costs.	Incorporation and ongoing costs.

Example: You need an entity for an imminent contract. An already registered EOOD may be worth considering. If you first need an operational bank account or a trading partner’s approval, the provider must explain how those steps work after the ownership change. Existing registration alone does not answer that question.

How does buying a Bulgarian company work?

In a share purchase, ownership of the shares changes while the company continues to exist. Its history does not disappear. A new shareholder does not simply erase the company’s existing obligations.

The Bulgarian Ministry of Economy describes company share transfers: the contract generally requires simultaneous notarisation of signatures and content, and the transfer must be entered in the Commercial Register. Article 129 of the Commercial Act is the relevant provision. A Bulgarian lawyer should check the resolutions and additional documents needed for your circumstances before you sign.

Management, representation rights, company name, business purpose and registered address also need attention. “Already registered” does not mean no further filings are required after purchase. The Registry Agency portal lets you identify the company by its EIK/UIC and inspect published documents.

What does “with an active EU VAT number” mean?

VAT registration is separate from company registration. Bulgaria’s National Revenue Agency (NRA) handles VAT registration. Request the registration act and its precise legal basis, and ask a tax adviser whether that status fits the transactions you plan.

VIES allows you to check whether a VAT number is shown as valid for cross-border EU transactions. It retrieves national data; it is not a quality certificate for a company. A valid result proves neither absence of debts nor a working bank account. The EU recommends retaining a record of the check.

Check the current status before buying and ask your adviser which notifications are required when ownership, management or activity changes. An old screenshot is no substitute. Our accounting and VAT guide covers the ongoing tasks.

Does the bank account come ready to use?

An existing account does not prove that you can use it immediately after the takeover. UniCredit Bulbank requires information including identity, ownership structure and source of funds, together with current documents when circumstances change. This bank’s requirements are a concrete example, not a promise about other institutions.

Before buying, ask the actual bank how it handles the shareholder and manager change, which evidence it needs, and when you can operate the account yourself. Treat bank access as a separate workstream. See the bank comparison for further context.

Checklist: documents to request before buying

This list prepares you for a lawyer’s and accountant’s review. No single document should be treated as eliminating every risk.

• Identity: EIK/UIC, full company name, current owners, managers and registration history.
• Inactivity: A written seller declaration supported by accounting records. “No turnover” alone does not establish whether contracts or costs exist.
• Cash and capital: Current account balances, evidence of contributions and a statement of the funds that will remain in the company at handover.
• Obligations: Have taxes, social security, employees, loans, security interests, leases, service contracts and disputes checked.
• VAT: Registration act, registration basis, current VIES check and past filings.
• Handover: Original records, accounting, electronic access, powers of attorney and bank authorities. End old permissions in a controlled way.
• Purchase agreement: Have assurances about the company’s history, unknown obligations, the handover date and responsibilities documented legally.

What does it cost? Separate price, capital and cash

Compare a complete purchase quotation with a complete incorporation quotation. Separate the purchase price or seller’s fee, existing company assets, legal review, notary, register changes, translation, banking, address and ongoing accounting. Ask explicitly what VAT applies to each service.

Purchase price, registered share capital and available bank cash are different figures. Ask how much goes to the seller and which assets actually remain in the company after handover. The capital entry in the register is no substitute for current evidence of account balances. The Ministry of Economy explicitly notes that a share’s sale price can differ from its nominal value.

Request separate ongoing prices for the address, accounting and mail service. If you need original letters sent abroad, the quotation should specify the method, frequency and charges. A purchase premium is justified only when a demonstrable benefit outweighs the extra purchase and review costs.

When might incorporation be preferable?

Incorporation deserves a close comparison when you do not need an existing company by a fixed date and the offered company’s history would be costly to investigate. A shelf company may suit a project when its records are sound and the advantage is specific. “Already exists” is not enough reason to buy.

Can I buy a shelf company entirely from Germany?

Ask for confirmation covering the entire process: which documents you must sign and where, which certifications or translations are required, and whether the bank requires you to attend in person. A power of attorney for the share transfer does not answer the banking question. Our remote incorporation guide helps compare the document steps.

If you live and work in Germany, have the cross-border tax implications of your actual business model assessed before buying. Base the decision on the planned operation, not solely on the country where the company is registered.

Your next steps

1. Write down what you actually need to launch: the entity, VAT status, bank access and any trading-partner approvals.
2. Request the same scope for purchase and incorporation, with separate one-off and recurring costs.
3. Have the offered company independently reviewed legally and for tax purposes before making a binding commitment.

First compare the normal formation process with the takeover offer. Then use the independent provider comparison to investigate professional support. Confirm directly whether a provider covers share acquisitions and legal due diligence.

Sources checked: 7 November 2026. General information, not legal or tax advice. Review triggers are changes to Bulgaria’s share-transfer procedure, VAT rules or the linked bank requirements. Specific prices, processing times and provider services require individual confirmation.