corporate law

Setting up in Bulgaria - As a branch or as a subsidiary?

Process to register a subsidiary or a branch in Bulgaria


Bulgarian branch of a foreign company

According to the Bulgarian law, any foreign company that has a commercial activity in its country of origin can register a branch in Bulgaria.  The branch depends on the main foreign company. It does not acquire legal entity, but has a registered office, managers and property. In the same way as an independent company, the branch must keep books and file in annual reports.  

A branch does not have equity.

The registration of a branch in the Commercial Register is done by the representatives of the main foreign company or by power of attorney.


Bulgarian subsidiary of a foreign company

A subsidiary is a company whose shares  are held partially or totally by another company (Bulgarian or foreign), which we will name « the mother company ».  

A subsidiary is registered when the documents are filed in the Commercial Register, on condition that all the documents are handed over and (if necessary translated) signed by the partners and managers.

The most popular legal forms are those of the limited liability company  (LLC), and the joint stock company (AD).

The minimum capital is of 1  EUR for an OOD (LLC) and of  25.000 EUR for an AD (JSC).

The minimum number of shareholders  is 1 for an EOOD (ULLC), 2 for an OOD (LLC), 1 for an EAD (unipersonnal joint stock company) and 2 for an AD (JSC).

Some of the papers necessary for the registration of a subsidiary must be signed at the notary  (namely the declaration of consent and of the specimen of the signature of the manager).

There is no requirement for residence or nationality of the shareholders (or partners) and the managers of the Bulgarian companies.