The DPK (дружество с променлив капитал — variable capital company, sometimes anglicized as DPK or VCC) is the newest corporate form in Bulgarian law, introduced by amendments to the Commerce Act in 2023 with the first registrations following in 2024. It was designed with one audience in mind: startups and modern founders for whom the classic OOD's mechanics — fixed registered capital, bank deposit accounts, notarized share transfers — are friction rather than protection.
For international founders, the DPK has quickly become the most practical way to incorporate in Bulgaria — and it is the form we recommend most often at Corporate Bulgaria. Here is the complete picture.
What Makes the DPK Different
| Feature | Classic OOD/EOOD | DPK |
|---|---|---|
| Minimum capital | EUR 1, deposited in a bank account before registration | EUR 1 — capital is variable and not registered |
| Bank account before registration | Required (набирателна сметка) | Not required |
| Share transfers | Notarized agreement + Commercial Register entry | Written form, entered in the company's share register — no notary |
| Share classes | Limited flexibility | Multiple classes with different rights (voting, dividend, liquidation) |
| Employee equity / vesting | Cumbersome | Expressly supported — rights to acquire shares, vesting schemes |
| Remote incorporation | Difficult (bank step) | Fully feasible |
No Capital Deposit — Why This Matters for Foreign Founders
With a classic EOOD, the incorporation capital must sit in a Bulgarian bank accumulation account before the company can be registered — and opening that account is the single biggest obstacle for founders who cannot travel to Bulgaria.
The DPK removes the requirement entirely. The company's capital is variable, determined at the end of each financial year, and is not entered in the Commercial Register. Incorporation requires no pre-registration bank visit, which means the entire setup can genuinely be handled remotely. After registration, the company can operate with modern EU fintech accounts — Paysera, Revolut Business, Wise — without the founder ever needing a Bulgarian residence permit or an in-person bank appointment to get started.
Eligibility: Who Can Be a DPK
The form is reserved for small and growing companies. A DPK must have:
- an average of fewer than 50 employees, and
- annual turnover and/or assets not exceeding EUR 2,000,000
If the company outgrows these thresholds, it must convert into another corporate form (typically an OOD or AD) — a designed graduation path, not a penalty. For a startup, this means you can begin with maximum flexibility and convert when scale demands it.
Built for Startup Equity
The DPK chapter of the Commerce Act imports concepts that founders and VC investors expect but that never fit comfortably into the OOD framework:
- Share classes — ordinary and privileged shares with different voting, dividend and liquidation rights, enabling investor preference structures;
- Vesting and employee incentives — the company may grant rights to acquire shares in the future, the legal backbone for ESOP-style schemes;
- Simple transfers — shares move by written agreement recorded in the company's own share register, with no notary and no Commercial Register filing per transfer;
- Convertible instruments — structures familiar from international venture practice become workable.
For a founder planning to raise capital, grant equity to early employees, or simply avoid paying a notary every time ownership shifts, this is a different world from the classic OOD.
Management and Governance
A DPK is managed by one or more managing directors or a board of directors, per the articles of association. As with the OOD, there are no nationality or residency requirements. The general meeting of shareholders holds the fundamental powers — amending the articles, approving annual accounts, admitting share issues.
Taxation
The DPK is taxed identically to every other Bulgarian company:
- 10% flat corporate income tax;
- 5% withholding on dividends to individuals, with reductions available under EU directives and Bulgaria's 70+ double tax treaties;
- standard VAT rules — mandatory registration above the turnover threshold, voluntary registration available from incorporation.
Any Downsides?
Honesty matters, so: the DPK is young. Some banks, counterparties and foreign authorities are still less familiar with it than with the OOD, which can occasionally add a conversation to onboarding processes. The size thresholds mean a successful company will eventually convert. And because share transfers happen in the company's own register rather than the public Commercial Register, counterparties conducting due diligence must request the share register — marginally less transparent than OOD ownership, which is publicly visible.
None of these outweigh the advantages for the typical international founder — but they are worth knowing before choosing.
DPK vs EOOD: Quick Decision Guide
- Choose a DPK if: you are incorporating remotely, plan employee equity or investor rounds, expect ownership changes, or simply want the lightest possible setup.
- Choose an EOOD if: you want the most universally recognized form, ownership will be static, and maximum public transparency of ownership helps your business (e.g., regulated counterparties).
Frequently Asked Questions
What is a DPK (variable capital company)?
A Bulgarian corporate form introduced in 2023 for companies with fewer than 50 employees and up to EUR 2 million in turnover or assets. Its capital is variable, not registered in the Commercial Register, and its shares transfer without a notary.
Does a DPK have a minimum capital requirement?
No. There is no minimum capital and no requirement to deposit funds in a bank account before registration — the main practical advantage over the classic OOD/EOOD.
Can a DPK be incorporated remotely by a foreigner?
Yes. Because no pre-registration bank account is needed, the entire incorporation can be completed remotely with a power of attorney. Foreign individuals and companies can own 100% of a DPK.
How are DPK shares transferred?
By written agreement entered in the company's share register. No notarization and no Commercial Register filing is required, making transfers faster and cheaper than in an OOD.
What happens when a DPK outgrows the size thresholds?
It must convert into another corporate form, such as an OOD or a joint-stock company (AD). Conversion is a standard corporate procedure and does not interrupt the company's existence.
How is a DPK taxed?
Like any Bulgarian company: 10% flat corporate income tax and 5% dividend withholding, with treaty and EU-directive reductions available.
How Corporate Bulgaria Can Help
The DPK is our flagship recommendation for international founders — we have built our remote incorporation process around it: drafting articles tailored to your equity plans, powers of attorney, Commercial Register filing, fintech banking setup and ongoing compliance. Contact us to discuss whether the DPK fits your plans.
This article is for general information only and does not constitute legal or tax advice.
