The possibility of opening a commercial representation office is regulated in Article 24 of the Investment Promotion Act. The office is to be registered at the Bulgarian Chamber of Commerce and Industry (BCCI) which is an independent and non-governmental organization. The office is not a legal person and may not carry out economic activity. As it might be seen even from its name, the representation office is obviously just an office. Since it does not have its own legal personality, the transactions concluded through the office shall always be on behalf of its principal – the foreign company. Bearing the aforesaid it mind, it is not completely accurate to state that the representation office may not conduct economic activity – it may not carry on economic activity on its own but rather all business actions shall be on behalf of its principal.
For the purposes of the registration procedure an application form must be filled. It shall be accompanied by the following additional documents:
1) An official document for the registration of the foreign entity (usually is called Certificate of Good standing), issued by a competent authority in the country of origin of the foreign entity. The document has to be issued not earlier than 6 months before application.
2) An official document, indicating the person(s) who is entitled to represent the foreign entity (if this is not mentioned in the Certificate of good standing).
3) Resolution of the competent body (Board of directors or General meeting of the owners or the Manager who represents the company) of the foreign entity for the establishment of the representation office in Bulgaria.
4) Explicit and notarized power of attorney, issued by the person(s) who legally represent the company, which indicates: (i) the individual, authorized to register and manage the representation office in the Republic of Bulgaria and (ii) the scope of granted powers thereunder.
5) A specimen signature of the representative for the Republic of Bulgaria’s territory. The specimen has to be either notarized or made on a special form before an authorized employee of the BCCI.
6) A document proving the payment of the fee for the registration.
7) Filled-in registration card.
The documents under points 1 and 2 (and the notarized documents where applicable) have to bear an original apostille and be accompanied by a legalized translation in Bulgarian. If the country of origin doesn’t provide an Apostille, the official documents must go through more sophisticated certification for authenticity procedure which would be further elaborated in case of necessity. You can read more about Apostille here.
After the registration by BCCI is done you should apply for a BULSTAT number within 7 days.
Our team can assist you to open a commercial representative office of your company in Bulgaria and help you with all issues which may arise, please contact us to discuss more details.