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Registration of а foreign company representation office in Bulgaria
Registration of а foreign company representation office in Bulgaria. Residence permit
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Registration of a sales representative office in Bulgaria is a key step for companies looking to expand their activities in the European market and take advantage of favorable conditions for doing business in the country. At the same time, the opening of a commercial representative office is an essential requirement for obtaining a long-term residence permit (LSD) in Bulgaria, which enables foreign citizens to develop activities and reside legally in the country.

Our clients often ask questions such as: “What is the procedure for registration of a commercial representative office in Bulgaria and what is needed for registration with the Bulgarian Chamber of Commerce and Industry (BCCI)?”, “What is the registration fee and does it include the issuance of Bulstat?”, “How is the registration card for the BCCI information system used when applying for a VRS?”, as well as “What is the deadline and what documents are required for entry in the register of BCCI?”. Apart from this, many companies are also interested in the question of the annual maintenance of the representative office and the possibility of it being the basis for obtaining a VNI for family members of the representative.

Through registration in Bulgaria, companies gain access to certificates from the Commercial Register and the registration card, which are key to proving the legitimacy of representation before local institutions. It is also an essential element for achieving long-term business goals and effective communication with partners in the European market.

In this article, we will examine in detail the procedure for registering a commercial representative office in Bulgaria, including the legal and administrative requirements, the advantages of registering in the BCCI, as well as how this can be related to obtaining a license. The team of “Elan Consulting” is available to assist you in every step of this process, offering its services in Sofia, Burgas, Pomorie, Karnobat, Sunny Beach, Aytos, Nessebar, Sozopol, Primorsko and throughout Bulgaria.

What is commercial representation office of a foreign company within the meaning of Bulgarian legislation?

Commercial representation in Bulgaria is a form of activity that is provided to foreign commercial companies for the performance of representative functions on the territory of the country, without involving direct business activity. The legal status and functionality of the commercial representation are regulated in various normative acts, the main role of which is played by the Law on Promotion of Investments and the Law on Foreigners in the Republic of Bulgaria.

According to Art. 24, para. 1 of the Investment Promotion Act, foreign persons who have the right to carry out commercial activities under their national legislation may open commercial representations in Bulgaria, as a mandatory condition is that they be registered with the Bulgarian Chamber of Commerce and Industry (BCCI). Registration in the BCCI is an essential element for the legitimacy of the representation. It is important to note that the commercial representation is not a legal entity, according to Art. 24, para. 2 of the same Law, and therefore cannot carry out business activities. Its main function is related to the representation of the foreign company, the establishment of partnerships and the coordination of business relations.

In addition, transactions that the foreign company concludes with local persons for the purposes of its representation are carried out according to the procedure for transactions between local persons, which is expressly regulated in Art. 24, para. 3 of the Investment Promotion Act. This means that the representative office does not participate directly in commercial exchange, but acts as a link between the foreign company and domestic partners.

In accordance with Art. 24, para. 1, item 6 of the Law on Foreigners in the Republic of Bulgaria, commercial representation is also a key factor for issuing a long-term residence permit for representatives of foreign companies. To obtain this permission, representatives must submit a number of documents, including those certifying the economic activity and tax regularity of the company for the last two years, as well as documents on the planned activities of the representative office. The maximum number of persons who can obtain a residence permit as representatives of one company is three. In addition, the BCCI is obliged to notify the Migration Directorate in a timely manner about changes in the circumstances of the registration of the representative office, which ensures transparency and control over the activities of these structures.

Commercial representation in Bulgaria provides foreign companies with the opportunity to expand their business, establish new contacts and take advantage of the country's strategic position in the European Union. At the same time, it is strictly regulated by legislation to ensure compliance with tax and administrative requirements and ensure the legitimacy of the activity.

What are the specific requirements for registration of a commercial representation in Bulgaria?

The registration of a commercial representative office in Bulgaria is regulated by several basic legal acts, the main role of which is played by the provisions of Article 24, paragraph 1 of the Investment Promotion Act (IPA) and the relevant administrative requirements of the Bulgarian Chamber of Commerce and Industry (BCCI). These requirements are intended to ensure legal transparency, economic legitimacy and a clear framework for the activities of representative offices. The specific requirements are as follows:

A foreign company that registers a representative office in Bulgaria must be legitimate and valid according to the laws of the country in which it is registered. For this purpose, the presentation of an official document certifying its current state is mandatory. This document must be issued by the competent authority in the respective country, certified for authenticity and translated into Bulgarian. The validity period of the document may not exceed six months from the date of its issue.

The management body of the company must make a decision to open a representative office in Bulgaria, which explicitly confirms that the representative office has no right to business activity. This decision, translated and certified, serves as proof that the company is aware of the legal status of the commercial representation pursuant to Art. 24, para. 2 of the ZNI.

A notarized power of attorney is required to authorize a person to represent the company and register the commercial representation in Bulgaria. The power of attorney should describe the scope of the powers of the authorized person, as well as specific duties that he will perform.

Representatives of the commercial representation are obliged to provide notarized samples of their signatures, which will be used for official actions on behalf of the representative office. The certification must be made by a notary or by an authorized employee of the BCCI, if the signatures are made in Bulgaria. If the certification is made abroad, it must be certified for authenticity.

The economic activity of the company for the last two years must be proven through financial documents, such as a reference from a servicing bank, certified balance sheets or a declaration according to the BCCI model. This requirement ensures that the company is financially stable and can maintain the activities of the representative office.

The tax integrity of the foreign company is also a key requirement. It is necessary to present a certificate of absence of tax liabilities issued by the competent authority or a declaration in the form of BCCI certifying that the company has no outstanding debts to the country in which it is registered.

The opening of the representative office must be justified by a plan of its activities. This plan should describe the objectives, tasks and the need for the existence of the representation, as well as the annual programmes for the current and next year. These programs must be prepared by the legal representative of the company and accompanied by the necessary certifications.

All documents issued abroad must be certified for authenticity by apostille or by consular attestations. After that, they must be translated into Bulgarian by a sworn translator, and the translation must be certified by a notary. This process ensures that the documents meet the requirements for legitimacy and recognition by Bulgarian institutions.

The commercial agency cannot carry out business activities, which means that its activities are limited to representative functions such as advertising, market research, making contacts with partners and coordinating the company's activities in Bulgaria. Transactions that the foreign company concludes through the representation are considered transactions between local persons, according to Art. 24, para. 3 of the ZNI.

Compliance with these specific requirements is mandatory for the successful registration and functioning of the commercial representation in Bulgaria. Violation or incomplete fulfillment of these requirements may result in refusal of registration or legal consequences for the company.

What are the necessary documents for registration of a commercial representation?

In order to register a commercial representative office in Bulgaria, foreign companies must meet a number of specific requirements regulated by law and administrative bodies, the main role of which is played by the Bulgarian Chamber of Commerce and Industry (BCCI). Here is a detailed analysis of the necessary documents and requirements for this process:

Registration of a commercial representative office in Bulgaria requires the provision of certain documents in accordance with Art. 24, para. 1 of the Investment Promotion Act (IPA) and Art. 1, item 4 of the Regulations for entry in the Unified Commercial Register of BCCI. The required documents are:

Official document on the current status of the foreign person - This document is issued by the competent authority in the country of registration of the company, must be certified for authenticity and accompanied by a legalized translation into Bulgarian language. It must be issued no earlier than six months before its submission to the BCCI.

Document for the representatives - In the event that the current status document does not contain data on the persons representing the company, it is necessary to present an additional official document certifying this information, also certified for authenticity and with a translation into Bulgarian.

Decision to open a commercial representative office - The managing body of the foreign person must make a decision to establish a representative office in Bulgaria, and the document must clearly state that it does not have the right to business activity. The decision must be translated into Bulgarian.

Notarized Power of Attorney - This power of attorney is issued by the legal representative of the company and authorizes a person to register and/or manage the activities of the representation. The power of attorney must be certified for authenticity and accompanied by a legalized translation into Bulgarian.

Samples of signatures - Representatives of the commercial representation must provide notarized samples of their signatures. If the signatures are certified by a notary abroad, they must be certified for authenticity and translated into Bulgarian.

Economic Activity Document - For the last two years before registration with BCCI, one of the following documents must be submitted: reference from a servicing bank, certified balance sheets and statements, a declaration according to the BCCI template with financial data or a declaration with an e-mail address on a database of published reports.

Tax clearance document - A certificate of absence of tax obligations issued by the competent authority of the country of registration, a declaration in the form of the BCCI for tax regularity or a declaration with an electronic address on a database containing information about tax obligations is required.

Documents on planned activities - A justification for the need for the existence of the representation and annual programs for the current and next year describing the goals and objectives of the representation are presented.

Document for paid fee - The payment of the registration fee in the BCCI is certified, which can be paid in cash, by bank transfer or electronically.

Completed registration card - This is the registration card for the information system of BCCI, which must be correctly filled in.

Certifications and legalization of all documents issued abroad must comply with the requirements of authenticity, using an apostille or certification from consular services. All documents must be translated into Bulgarian by a sworn translator and the translation must be notarized. These requirements ensure full compatibility with the regulatory requirements for registration in the BCCI.

Short list of documents

  • Official document on the current status of the foreign person— Issued by the competent authority in the country of registration, certified for authenticity and accompanied by a legalized translation into Bulgarian. Issued no earlier than six months before submission to the BCCI.
  • Document for the representatives— If the current status document does not contain data on the persons representing the company, an additional official document with such information, certified and translated into Bulgarian, shall be submitted.
  • Decision to open a commercial representative office— Decision of the management body of the company to establish a representative office in Bulgaria, which confirms that it has no right to business activity. The document must be translated into Bulgarian.
  • Notarized power of attorney— Issued by the legal representative of the company, which authorizes a person to register and/or manage the activities of the representative office. The power of attorney must be certified for authenticity and translated into Bulgarian.
  • Signature samples— Notarized samples of the signatures of the representatives of the commercial representation. If the signatures are certified abroad, the document must be certified for authenticity and translated into Bulgarian.
  • Economic Activity Document— One of the following documents for the last two years:

    • Reference from a servicing bank.
    • Certified balance sheets and statements.
    • Declaration according to the model of BCCI with data on main economic indicators.
    • Declaration with an electronic address of a database of published reports.

    Tax clearance document— One of the following:

    • Certificate of absence of tax obligations issued by the competent authority of the country of registration.
    • Declaration according to the model of the BCCI for tax fairness.
    • Declaration with an electronic address of a database containing information on tax liabilities.
  • Documents for planned activities— Justification of the need for the existence of the representation and annual programmes for the current and next year, describing the objectives and tasks of the representation.
  • Document for a paid fee— The payment of the registration fee in the BCCI is certified, which can be made in cash, by bank transfer or electronically.
  • Completed registration card— Registration card for the information system of BCCI, which must be correctly filled in.
  • Certifications and legalization— All documents issued abroad must be certified for authenticity by apostille or by consular services, translated into Bulgarian by a sworn translator and notarized.
  • How much does it cost to register a commercial representative office in Bulgaria?

    The price for registration of a commercial representation in Bulgaria varies depending on the specifics of the case and the included services provided by the consultant. The main part of the costs is formed by administrative fees to the Bulgarian Chamber of Commerce and Industry (BCCI), notarial certification, translation services and other necessary expenses. The fee for consulting services of Elan Consulting may also vary slightly depending on the complexity of the process and the scope of the support provided, and these services are fully tailored to the needs of the client. To get an accurate quote we recommend you to contact us!

    Administrative fees to BCCI

    According to the BCCI tariff, the basic registration fees are as follows:

    • Initial registration of a commercial representation: 210 euros, calculated in BGN equivalent at the exchange rate of the Bulgarian National Bank at the time of payment.
    • Registration of new persons with representative rights (for each person):
      • Up to 48 hours: 80 BGN.
      • Up to 24 hours: 99.20 BGN.
      • Up to 3 hours: BGN 108.80.
    • Recording changes in circumstances:
      • Up to 48 hours: 20 BGN.
      • Up to 24 hours: 24.80 leva.
      • Up to 3 hours: 27.20 BGN.

    Expenses for the maintenance of the commercial representation

    Maintaining the registration in the BCCI requires annual updating of the information and, if necessary, entering changes in the data. Common costs include:

    • Annual fee for maintaining the entry in the BCCI register: approx. 60 BGN.
    • Issuance of additional certificates or references based on registry data: fees vary according to the type of service and the term of execution.

    Additional expenses

    In addition to administrative fees to BCCI, the client must provide for costs for:

    • Notarial Certificationsof documents such as powers of attorney, samples of signatures and declarations. The price for notary services depends on the volume of certified documents and the tariffs of notaries.
    • Translations and legalizationdocuments issued abroad. The price for a sworn translation is usually calculated per page, and legalization by apostille may vary depending on the country in which the document was issued.
    • Bank feeswhen transferring the administrative fees to the BCCI accounts.

    These costs are covered separately.

    How is the procedure for registering a commercial representative office and subsequent application for a “D” visa and residence permit?

    The procedure for registration of a commercial representative office in Bulgaria and the subsequent application for a “D” visa and a long-term residence permit (VND) is regulated in detail in the Law on Foreigners in the Republic of Bulgaria (Aliens in the Republic of Bulgaria) and the Regulations on its Application (AEGP). This procedure requires the provision of specific documents and the fulfillment of legal requirements that ensure the legitimacy and expediency of residence.

    Necessary documents for registration of a commercial representation

    The registration of a commercial representative office in the Bulgarian Chamber of Commerce and Industry (BCCI) is the first step. The documents include:

    • Official document on the current state of affairs of the company, issued by a competent authority in the country of registration, certified by an apostille and translated into Bulgarian.
    • Decision of the management bodyof the company for opening the representative office, which confirms that the representative office does not have the right to conduct business.
    • Notarized power of attorney, authorizing a person to register the representative office.
    • Signature samplesof representatives certified by a notary.
    • Documents on economic activity— references from banks, financial statements or declarations for previous years.
    • Planned activities of the representative office— justification for its existence and annual programme.

    After successful registration, BCCI issues a certificate, which is mandatory for the next steps.

    Applying for a “D” Visa

    After the registration of the representation, representatives can apply for a long-term visa “D” in the Bulgarian diplomatic and consular representations abroad. According to Art. 15, para. 1 of the ZHRB and Art. 13 of the PPHRB, the following documents are required for the visa:

    • Application for a visa, filled in the appropriate form.
    • Copy of the certificate of registration of the representative officeissued by BCCI.
    • Power of attorney and sample of signatureby the representative, certified by a notary.
    • Secured address document— a statement from the owner of the property in which the person will reside, certified by a notary. If the applicant owns the property, a notarial deed is submitted.
    • Evidence of economic activityof the company.
    • Document on the absence of tax obligationsof the company for the last two years.
    • Medical insurancewith a minimum coverage of 30,000 euros, valid for the territory of Bulgaria.

    The application and accompanying documents are submitted to the consulate, which sends them for verification to the competent authorities in Bulgaria. The “D” visa is issued within 60 days.

    Applying for a long-term residence permit

    After receiving the “D” visa, the applicant must apply for a long-term residence permit at the Migration Directorate at the Ministry of Internal Affairs. According to Art. 24, para. 1, item 6 of the ZHRB and Art. 17 of the CRPD, the following are required for the permit:

    • Copy of passportof the applicant, with a valid “D” visa.
    • Document for address registration in Bulgaria, certified by a notary.
    • Certificate of registrationof the representative office, current at the time of filing.
    • Declaration by BCCIthe relevance of the representation and representative functions of the applicant.
    • Evidence of financial meansfor maintenance — bank statements or other document certifying the availability of sufficient funds.
    • Medical insurancecovering the minimum requirements.
    • Document on the absence of tax obligationsfor the company.
    • Statement of Circumstanceswhich require a long stay.

    Renewal of residence permit

    The residence permit is valid for up to one year and can be renewed annually. Renewal requires:

    • Current certificate from BCCI.
    • Updated address registration statement.
    • Evidence of continued economic activity of the company and planned activities of the representative office.

    The procedure for registering a commercial representative office and subsequent application for a “D” visa and residence permit is multicomponent and requires attention to detail, especially with regard to the required documents and certifications. The team of “Elan Consulting” offers professional assistance in the preparation of all documents, communication with the institutions and implementation of procedures in full compliance with the regulations. This ensures a smooth and fast passage through all stages of the process.

    Can I register a sales representative myself or do I need an expert?

    The registration of a commercial representative office in Bulgaria can be carried out independently if the person who registers it has a thorough knowledge of the legal requirements, procedures and administrative steps. However, the process is complex and requires considerable preparation, involving work with documents that must be properly certified, legalized and translated. Therefore, in many cases, the assistance of an expert is advisable and even necessary.

    Self-registration requires knowledge in areas such as:

    • Compliance with legal requirements— This includes the preparation and submission of all necessary documents pursuant to Art. 24 of the Investment Promotion Act and the BCCI Regulations. The omission of a key document or an incorrectly completed form may result in a refusal to register.
    • Certifications and legalization— Documents issued abroad must be certified by the competent authorities, provided with an apostille or otherwise legalized, and then translated into Bulgarian by a sworn translator. Errors in these steps can complicate the process or require re-filing.
    • Communication with institutions— The process requires interaction with the Bulgarian Chamber of Commerce and Industry, notaries, translation agencies and, if necessary, other state bodies.

    Having an expert to deal with these aspects greatly facilitates the process and guarantees a successful outcome. A consultant with experience in the registration of commercial representative offices knows exactly the procedures and requirements, can prepare all the necessary documents and cope with administrative formalities. In addition, the expert can offer customized solutions for each specific case, including advice on cost optimization or specific strategic guidelines.

    Another consideration for using an expert is time. The registration process can be time-consuming, especially if the person dealing with it does not have enough experience. The expert can speed up the process by avoiding delays caused by missing or incorrectly filed documents.

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    Frequently Asked Questions

    What are the deadlines for processing documents when registering a commercial representative office and applying for a “D” visa?

    The deadline for registration of a commercial representation in the Bulgarian Chamber of Commerce and Industry (BCCI) is usually up to 5 working days from the date of submission of all correctly completed documents. When applying for a “D” visa, according to the Law on Foreigners in the Republic of Bulgaria, the deadline for issuance is up to 60 days from the submission of the application to the Bulgarian diplomatic or consular representation. When applying for a long-term residence permit to the Migration Directorate, the period for consideration is up to 14 days. It is therefore important to allocate sufficient time and resources for the preparation of the documents and communication with the various institutions.

    What happens if the sales representative does not maintain its annual registration with the BCCI?

    If the commercial representation does not maintain its annual registration with the Bulgarian Chamber of Commerce and Industry, its entry may be deleted from the register. This can lead to administrative difficulties, including loss of the right to renew the long-term residence permit of representatives. To avoid such problems, it is mandatory to annually submit up-to-date data on the representative office, including confirmation of its continued activity, as well as pay the corresponding annual fee. In case of violations, the restoration of registration requires re-submission of documents and payment of new fees.

    How can I register with an existing sales representative?

    In order to register as a representative in an already registered commercial representation in Bulgaria, you must submit an application to the Bulgarian Chamber of Commerce and Industry (BCCI) and provide the necessary documents. This includes a notarized power of attorney from the foreign company authorizing you to act on its behalf, and the power of attorney must state the scope of your representative rights and be translated and legalized in Bulgarian. It is also necessary to provide a sample of a signature, notarized, and when certified abroad, an apostille and translation must be added. Additionally, a declaration of consent to be registered as a representative is required, which must also be notarized, as well as a current document for registration of the representation issued by the BCCI. For the process it is also necessary to pay a registration fee, which according to the BCCI tariff varies — BGN 80 for standard processing, BGN 99.20 for fast and BGN 108.80 for express service. After submitting the documents, the entry is usually carried out within a few working days. This process is mandatory for the legitimate representation of the company in Bulgaria, and the team of “Elan Consulting” can provide full assistance in the preparation and submission of all necessary documents.

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