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Branches - Bulgaria

Updated 09/2011

Legal requirements

The Investments Promotion Act (ZNI) provides the legal basis for setting up a branch in Bulgaria. If you are doing business in Bulgaria, you may set up a branch there. Branches are not legal persons and cannot trade on their own behalf. They must be registered with the Bulgarian Chamber of Commerce and Industry.

The status of branches of foreign businesses is subject to the Commercial Code (TZ). A branch is not an independent legal person, but part of the parent company, even though it may have a different location, a different management and its own assets. Branches must keep their own accounts as independent traders and draw up an annual balance-sheet at the end of each year.

  • Bulgarian Commercial Act (TZ) български

Under the Commercial Register Act (ZTR), branches have to be registered with the Registry Agency.

  • Bulgarian Commercial Register Act (ZTR) български

Many of the requirements and procedures for opening a secondary establishment are the same as for starting up a business.

Administrative procedures

Registration

If the branch of a bank established in a third country wants to obtain a licence to operate in Bulgaria, it should submit an application including:

  • an authenticated extract of the bank's registration certificate, and a document from the registering authority containing the current information about the registered office and management address, activities, capital, management system and persons representing the bank;
  • an authenticated extract of the permit to carry out banking activity issued by the banking authorities of the place where the main bank is established;
  • an authenticated copy of the articles of incorporation ;
  • a plan of the activities of the branch including a description of the activities it intends to carry out;
  • the organisational structure of the branch;
  • annual financial reports for the past three years;
  • written agreement for the opening of a branch issued by the banking authorities in the bank's country of origin;
  • a written declaration from the banking authorities in the bank's country of origin, with information about the bank's financial status and an undertaking to work with the Bulgarian National Bank;
  • details of the persons, responsible for managing the branch, including their qualifications and professional experience in banking;
  • other information and documents which are statutory requirements or requested by the Bulgarian National Bank to establish all the facts required to assess whether the conditions for issuing a licence are there or not.

The Bulgarian National Bank has to inform the European Commission and the European Banking Committee of every banking licence it issues for the branch of a bank established in a third country.

The branch must be entered in the Commercial register kept by the Registry Agency.

  • Commercial Register български

Applications to register a branch may be submitted to any territorial branches of the agency in the main offices of the local courts.

  • Courts български

Branches must be registered by representatives of the foreign commercial entity or a lawyer with an explicit power of attorney to this end.

Applications to register a branch are made on a form which may be submitted electronically or in hard copy.

The application should be accompanied by the following documents:

  • a notarised agreement, signed by the branch manager;
  • a copy of the agreement between the company and the branch owner;
  • a certificate of registration as a trader by the foreign entity;
  • an authenticated copy of the decision by the relevant authority to open the branch.
  • Application form български Online government service

Many of the requirements and procedures for opening a secondary establishment are the same as for starting up a business.

  • Starting up a new business - Bulgaria български

The Service Directive: One-stop shops

The Services Directive is a European law that aims to make life easier for businesses that wish to provide services in the European Union – in their home country or abroad. The Directive defines the rules that apply to entrepreneurs wishing to establish a business or perform temporary services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway). It obliges member states to eliminate unnecessary bureaucracy, simplify formalities for businesses and make public administrations more efficient.

For the implementation of the Directive, each member state had to set up ‘Points of Single Contact (PSC)’ , e-government portals which help businesses complete their administrative procedures on-line. The PSCs provide comprehensive information on all administrative matters related to setting up or expanding a services business in a given country. This includes for example:

- Which licences, notifications or permits do I need to obtain to start a business (at home or abroad)?
- What do I need to do when I want to offer my services abroad on a temporary basis?
- What do I need to do to apply for a licence? Which authority is responsible?
- Are the licences subject to a fee? What kinds of deadlines apply?
- Which acts and decrees apply in my sector?
- What do I need to do to establish, for instance, a restaurant or a shop? Or to work as a tour operator in another country without actually setting up a company?
- Where can I turn for personalised advice and further information?

With the PSCs, you no longer need to approach various authorities one by one!! The PSC allows you to find all relevant information and to send in your online applications to the responsible authority through one single contact point, the PSC. You can complete your administrative formalities electronically through the PSC. Just contact the PSC of the country that you want to do business in.

All PSCs are part of the European EUGO network; through a central website you can easily access all PSCs in Europe. Of course, the services of the PSCs are optional. You may always address yourself directly to the relevant authorities, too.

Check also the legislation on this topic in:

  • References

    Legal texts

    • Bulgarian Commercial Register Act (ZTR) български
    • Bulgarian Commercial Code (TZ) български
    • Bulgarian Investment Promotion Act (ZNI) български
    • Bulgarian Electronic Documents and Electronic Signatures Act (ZEDEP) български

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Further help

Foreign businesses wishing to expand into Bulgaria may turn to the Bulgarian investment agency for help and advice.

You can also get advice on the relevant Bulgarian legal requirements from the regional investment promotion offices.

SOLVIT helps businesses deal with problems that arise when national authorities wrongly apply EU market rules.

If you wish to establish a business or perform temporary cross-border services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway), turn to the ‘Points of Single Contact (PSC)’ – Members of the EUGO network – that will help you to complete all necessary administrative procedures on-line! Get the information you need and submit your applications to the responsible authorities online. You no longer have to worry about contacting several different authorities one by one – the PSC will do it for you!