Bulgarian Branch Office
A branch office is a potential way to set up a business in Bulgaria. Opening a branch has many drawbacks, mainly that the foreign parent carries full liability for the branches operations and that lengthy and complicated dealings with the tax authorities may be needed regarding the branches tax obligations.
Opening a Bulgarian Branch of a Foreign Company
The disadvantages of a branch office are:
- The parent company is fully liable for the liabilities of the branch.
- The branches representatives may be held jointly and severally liable for tax debts.
- The financial statements of the parent must be lodged at the Ministry of Justice.
- The branches obligations are the same as the parent, including filing VAT returns, employees returns and corporation tax returns, so there are few savings in administering a branch.
- Banks and clients may prefer dealing with a Bulgaria company rather than a foreign branch.
- A branch is rarely ideal for substantial projects because the parent company runs the entire risk.
- Upon registration of a branch, evidence has to be provided of the legal existence of the parent.
- Any public act by the branch, is likely to need ratification by the board of the foreign parent. A company that signs contracts in front of a notary on a regular basis, should incorporate for administrative ease.
The advantages are:
- Less obligations to present accounts than with corporations.
Features of a branch office in Bulgaria
Only foreign people who have the right to conduct business in Bulgaria can open a branch office. A branch office is governed by the law on Promotion of Investments.
All business activities conducted in Bulgaria must be under the parent companies name, a branch office cannot act as a separate company.
Branches must be registered at the Bulgarian Chamber of Commerce and Industry as per the Commercial Register Act. The registering of a branch needs to be carried out by representatives of the company, or by a lawyer through power of attorney.
Bulgarian commercial law regulates foreign branches. The branch must keep its own accounts just like an independent trader, and calculate its balance at the end of each year.
The following documents are to be submitted with the application:
- An agreement verified by a notary that has been signed by the person managing the branch;
- A copy of the contract between the company and the proprietor of the branch;
- a certificate registering the foreign entity as a trader;
- a verified copy of the decision by the relevant body for the opening of the branch.
A branch is usually an adequate vehicle for low cost projects. However, it is not the ideal choice for substantial projects because the parent company and branch offices activities are not differentiated, the parent company is fully liable for the branches liabilities.
From a tax point of view, branches are permanent establishments of non-resident companies and a Bulgaria branch is not a separate legal company from its parent.
The branch must have the same name as the parent company.
A branch of a non-resident company must appoint a resident individual or a company to represent it in its dealings with the tax authorities. The representatives may be held jointly and severally liable for the tax debts of the permanent establishments of non-resident entities, which they represent.
To register a branch, evidence has to be provided of the existence of the parent, certified copies of the Articles or Statues, the names of the directors, the share capital, the registered office, and the names of the representatives who will act for you.
Various documents will need to be translated, the documents include:
- Your parent’s registration certificate
- Your company’s articles of association
- The names of the company’s directors and secretary
After your branch is registered
All stationery, order forms and similar documents used by your branch are required to show:
- The place of registration of the parent
- The number with which it is registered
- The legal classification of the company
- The address of its registered office
- The place of registration of the branch, and its registration number
Also the following particulars must be shown at the branch office:
- The company name
- The name of the country in which the company is incorporated
- The parent of the branch has limited liability