The legal framework of the representative office of non-resident entities in Bulgaria is mainly contained in the Investment Promotion Act (IPA) and the Rules for entry in the Uniform commercial register of the Bulgarian Chamber of Commerce And Industry.
Nature of the representative office
A non-resident entity which has the right to conduct business under its national legislation is entitled to open a representative office in Bulgaria. The representative office is not a new entity different from the foreign entity. According to Art. 24, para. 2 IPA, a representative office is not a legal entity and has no right to conduct business. The representative office is established by registration in the Unified Register of the Bulgarian Chamber of Commerce and Industry (BCCI) in Sofia. According to § 1, p. 5 of the Tax and Social Security Procedure Code (TSSPC), a representative office is considered a permanent establishment.
Although not a new entity, the representative office is subject to registration in the BULSTAT Register of the Registry Agency within 7 days of registration in the register at the BCCI (Art. 3, para. 1, p. 4 of the BULSTAT Register Act).
The representative office has mostly auxiliary functions - it has no right to conduct business, and its activity is reduced to advertising and promotion of the foreign entity’s activities. For this purpose the representative office may enter into various contracts on behalf of a non-resident entity for the purposes of the representative office (eg rental of premises, purchase of stationery etc). The representative office receives the funds for upkeep from the principal entity, but it could make a profit and have its own income. According to Art. 24, para. 3 IPA, transactions of non-resident entities with local persons for the needs of its registered office, shall follow the procedure for transactions between local entities. The representative office may employ its own staff, as the Labour Code explicitly recognizes its quality as an employer (para.1, p. 1).
The representative office is obliged to indicate an address in Bulgaria which is entered upon registration with the Unified Register of BCCI.
Registration of a representative office of a foreign entity
According to Art. 9, p. 12 of the Statute of BCCI, the BCCI shall maintain a unified commercial register of companies operating in the country, companies in liquidation and bankruptcy, and this register is public (i.e., any person may receive verbal or written information about the existence of a representative office or about individual circumstances, subject to entry in the register). The representative office is established from the date of registration in the Uniform Commercial Register of the BCCI.
In order for the representative office to be registered in the BCCI register, it is necessary that a legal representative of the non-resident entity or a person expressly authorized by a notarized power of attorney, to apply for registration and present the necessary documents, namely:
- An official document for the registration of the non-resident entity issued by the competent authority under its national legislation.
- An official document of the persons managing and representing the foreign entity, issued by the authority under the preceding item.
- Decision of the board of directors of the non-resident entity for the opening of a representative office in the Republic of Bulgaria.
- A special, notarized power of attorney (original), issued by the person/s under item 2, for the person authorized to register and manage the representation in the Republic of Bulgaria and the scope of granted rights. An original certified copy of the power of attorney may also be provided.
- Original/s of the specimen/s of the signature/s of the person/s, representative/s in the Republic of Bulgaria - by right or by explicit authorization, certified by a notary or enclosed to a special declaration form BCCI before an authorized employee of the office "Commercial register" at the BCCI.
- Filled-out information card in accordance with the form published by the BCCI, found on their website;
- Proof of payment of the registration fees under the Tariff prices of services provided by the BCCI (the BGN equivalent of EUR 120, calculated as per the rate of the Bulgarian National Bank).
The documents under p. 2 and p. 3, after their issuance by the competent authority under the national law of the foreign entity, should be authenticated by:
- Ministry of Foreign affairs of the issuing country and the Consular Office of the Republic of Bulgaria in this country or
- the Consular Office of the issuing country in Bulgaria, after certification by the "Consular" directorate in the Ministry of Foreign affairs of the Republic of Bulgaria (where the documents are not certified in the issuing country) or
- another Consular Office that represents the interests of the issuing country in the Republic of Bulgaria (if it has no accredited Consular Office in the country) after certification by the "Consular" directorate in the Ministry of Foreign affairs of the Republic of Bulgaria.
The documents described in p. 5 and p. 6, notarized in the foreign country must also be authenticated in the above order.
After their authentication, the documents must be translated by an authorized Bulgarian translator and legalized by the “Consular" directorate in the Ministry of Foreign Affairs of the Republic of Bulgaria. If the documents are issued by a state party to the Convention abolishing the requirement of legalisation for foreign public documents /Hague Convention of 05.10.1961/ - for example, from Germany, and they are apostilled, they do not need further certification but need only be accompanied by a certified translation into Bulgarian.
Three days after submission of the required documents in the BCC, the registration of the representative office is underway. The BCC also offers express registration - three hours or twenty-four hours. For an express registration, the applicant must pay 30%, respectively 20% over the original fee.
Permission for a prolonged stay in Bulgaria
Since the Republic of Bulgaria became a Member State of the European Union, it has become customary to apply for (long-term) residency in the country. Establishing a representation office entitles non-residents to acquire the right of residence in the country. According to Art. 15, para. 2 of the Foreigners in the Republic of Bulgaria Act (FRBA), a long-stay Visa is valid for up to one year with the right of residence up to 360 days (Visa D), may be issued to foreigners seconded by a foreign employer to implement and maintain investments, certified under the Investment Promotion Act. Foreigners, who have obtained Visa D and are representatives of foreign companies registered in the BCCI, may obtain a permit for continuous residence on the territory of the Republic of Bulgaria (Art. 24, para. 1, p. 6 FRBA).