How to Register a Branch of an Overseas Company in Three Easy Steps

This article emphasis on a series of explanatory details and suggested procedures on specific matters for the purposes of understanding the registration of a foreign company branch office in Bulgaria. A foreign person, who according to their national law is registered to carry out a commercial activity, may register a branch in the Bulgarian Commercial Register at the Registry Agency (Art. 17a and Art. 25 of the Investment Promotion Act).

Company branch registration by a foreigner

The branch is not an independent legal entity and can conclude transactions, as all rights and obligations it assumes do not arise for it, but for the parent company. This means that the branch is governed by the law and regulations of where the overseas company is located. The fact that the branch is not an independent legal entity is confirmed by the possibility provided by law for claims in disputes arising from direct relations with a branch, which may be brought against the trader at the registered office of the branch.

Who Must Register

You must register if you set up a place of business in Bulgaria or if you usually carry out business from somewhere in Bulgaria. Some types of overseas companies cannot register a branch in Bulgaria, including partnerships and unincorporated bodies. The procedure for registration of the branch of a foreign company is carried out according to the Law of the Commercial Register and the Register of Legal Entities.

Step 1: Registration of a Foreign Company - Required Documents

When establishing a branch of a foreign company, prepare the following mandatory set of documents:

  • The document * establishing the existence of the foreign company, the names of the persons representing the foreign company according to the register in which it is entered (if any), and the manner of representation (for example, the document may be a Certificate of Current Issuance issued by the competent authority);
  • Minutes with a decision from the foreign company for opening the branch - signed by the chair of the meeting and the person who prepared the minutes;
  • Copy (transcript) of the Protocol with a decision of the foreign company for opening the branch, in which the personal data (PINs, personal addresses, numbers of personal documents, signatures, etc.) are redacted;
  • The Memorandum of Association or the Articles of Association of the foreign company which contains all amendments and additions at the time of submission of the application for registration of the branch of the foreign legal entity in Bulgaria;
  • Power of attorney * for authorization of a representative of the branch with notarization of the signature of the representative of the foreign company;
  • Sample of the signature of the person representing the branch of the foreign company in Bulgaria;
  • Declaration according to a sample for the truthfulness of the stated circumstances and the acceptance of the acts submitted for the announcement - signed by the applicant - representing the branch of the foreign company;
  • Only if the application for registration is submitted by another person who does not represent the branch of the foreign company - Power of Attorney (without notarization) and Declaration in a form that the application and the documents attached to it are to be provided by the applicant;
  • Document for paid state fee

* ATTENTION! When the document establishing the existence of the foreign company or the notarized power of attorney for authorization of a branch representative is issued by a public authority in the foreign country, it is necessary to legalize these documents as official documents - with or without an apostille by the issuing competent authority. Documents must be translated into Bulgarian by a sworn translator and certified by the Ministry of Foreign Affairs.

IMPORTANT! The documents attached to the application may be submitted in original, as a certified copy by the applicant, or as a notarized copy.

Step 2: Filling in the Application for Branch Registration

Application (according to a sample) for entering circumstances regarding a branch of the foreign company - fill in the fields with the basic information about the branch of the foreign company:

  • Data of the applicant - three names, PIN (personal identification number)/PNF (personal number of a foreigner) of the legal representative and quality of the applicant - person representing the branch of the foreign company (if there are two or more people who represent the branch of the foreign company together - their details must be included in the relevant fields). If the legal representative does not have a PIN or PNF - the fields for a place of birth and permanent address are also to be filled in. If the application is signed and submitted by a lawyer with an explicit power of attorney - only his details are to be filled in.
  • Name of the branch of the foreign company - in Bulgarian and in a foreign language (indicates the way in which the name is written in Latin, filling in this field is not mandatory);
  • Headquarters and address of management are mandatory. Contact information (phone, email, website) is to be filled in if desired;
  • Address for correspondence with the NRA (National revenue agency) - ONLY if the branch has another office address for correspondence, different from the address of management;
  • Objectives of the foreign non-profit legal entity - a translated copy of the original document, as specified in the Articles of Association or the Articles of Association of the foreign company;
  • Means for achieving the goals are to be transcribed verbatim, as specified in the Articles of Association or the Articles of Association;
  • The subject of additional economic activity - only if there is one - is copied verbatim, as specified in the Articles of Association or the Articles of Association;
  • Main economic activity by NACE (Classification of economic activities);
  • Names, PIN or PNF, country and position of the representative/representatives of the branch (for example, Manager / Executive Director/Chairperson);
  • Manner of representation - to be filled in ONLY if there is more than one representative. If the Articles of Association or the Articles of Association state "together and separately", this must be written in the field "in another way";
  • Scope of representative power - describes how the elected representative (for example, Manager/Executive Director/Chairperson) represents the branch of the foreign company in Bulgaria - is a copy of the original, as specified in the Articles of Association or the Articles of Association;
  • Definition for carrying out activity in public or private benefit - the type of activity is marked;
  • Fill in the information about the foreign company - its name, the foreign register, and the number under which it is entered, whether it is from an EU Member State or another country - indicate which, the names of the representatives of the foreign company and the way of representation.
  • Consent to receive a refusal/instruction electronically - fill in the email to which you want to receive information from the Registry Agency in case of refusal or instruction.
  • Address on the territory of the country for receiving a refusal - to be filled in ONLY if no e-mail is specified.
  • Declaration on the truthfulness of the circumstances declared for entry and the acceptance of the acts submitted for the announcement;
  • A document certifying the name of the person representing the foreign non-profit legal entity according to the register in which it is entered (if there is such a register);
  • A document certifying the manner of representation of the foreign non-profit legal entity;
  • A document certifying the existence of the foreign company;
  • Sample of the signature of the person representing the branch of the foreign company;
  • The power of attorney for authorization of a manager of the branch of the foreign company with notarization of the signature;
  • Foreign company statement to open the branch;
  • A transcript of the memorandum or articles of association of the foreign company, in which the personal data, except those required by law, are deleted;

AND ONLY if the application is submitted at a counter by a legal representative:

  • A declaration that the application and the documents attached to it have been submitted by the legal representative. Finally, the application is signed by the legal representative.

ATTENTION! If the application is submitted at the counter in the Register of Legal Entities by a person who does not represent the branch of the foreign business but has a written power of attorney, the Application must be signed by the legal representative before a notary. In this case, the power of attorney must not be notarized. Along with the power of attorney, a Declaration is attached to the Application that the application and the documents attached to it have been submitted by the applicant, which is signed by the proxy.

IMPORTANT! If the registration is done electronically, the application can be submitted only with the electronic signature of the applicant - legal representative - or the lawyer with the explicit power of attorney.

Step 3: Submitting an Application for Registration of Overseas Company Branch

The registration application form can be submitted at the Bulgarian Registry Agency or at their website brra.bg (also known as Trade register) and with an electronic signature. Submit the set of documents for registration of the branch of the foreign company.

What to Consider After Successful Company Registration

After receiving the registration number, the branch must apply and register for the VAT number at the (BRA) Bulgarian Revenue Agency. The Bulgarian branch may commence its commercial activities after taking the steps described above.

The right time to open a corporate bank account is after successful company registration and before starting your business activities.

Dissolution and Liquidation of a Foreign Business Branch

The advantage of the branch is that its termination is carried out without liquidation proceedings, but only with an application to the Commercial Register, after which the branch is closed. In this respect, the branch is a good alternative to the subsidiary.