The Bulgarian legislation, in particular Art. 24 of the Investment Promotion Act, allows for the possibility that foreign persons entitled under their national legislation to carry on business activity may establish a trade representation office in Bulgaria. The registration of such trade representation office is done in the Unified Trade Register of the Bulgarian Chamber of Commerce and Industry (BCCI).
The trade representation office (TRO) has mainly subsidiary functions – it is used for popularizing the activity of the respective foreign person and establishing and creating business contacts and networks of partners. For the said purposes the trade representation office engages in various activities, such as advertising the goods and services offered by the foreign person, participating in fairs, business forums and other promotional events. Trade representatives are very often assigned additional tasks in relation to planned business growth and entry to the Bulgarian market, such as organizing and conducting marketing research, getting to know the specifics of the market and the needs of the potential clients, analyzing the requirements and options for starting a business (including the regulatory and legal framework – e.g., for registering an LLC or other type of company), etc.
In practice, the option to obtain a long-term residence permit is very often the particular reason for opening a trade representation office – such option is provided for by Art. 24 of the Foreigners in the Republic of Bulgaria Act. Such permit may be obtained by the representatives (not more than three) of a foreign entity having a trade representation office registered with the BCCI – after verification and assessment of presented documents regarding the economic activity and tax compliancy of the foreign entity for a period of two years prior to the registration of the representation office, as well as documents regarding its planned activities. In order to be able to obtain such permit, the foreigners to be appointed as representatives of the foreign entity should first apply for a long-term residence visa (Visa D). That is the reason why the BCCI issues two separate certificates regarding the actual status of the trade representation office – with specifying the respective authority which the certificates are intended to be used before.
The representation office is not a legal person and is not independent of the foreign person who registers it. The TRO represents the foreign person and on behalf and at the expense of the latter carries out all activities in relation to the realization of its functions and goals (that is the reason why the person to manage the activity of the representation office should have a power of attorney determining the scope of his representation rights). The trade representation office of a foreign person should not be mistaken for the commercial representative under the Commerce Act – although they sound identical (in Bulgarian), the difference between them is essential: the commercial representative is an independent company that is engaged by occupation in assisting the business of another company.
The foreign persons may open branches as well – they are also territorially separated establishments without independent legal capacity, but the trade representation office should be distinguished from them by the fact that it (unlike the branch) may not carry out business activity. That does not exclude the possibility of contracts for the needs of the trade representation office being entered into – for renting an office, purchasing office supplies, ordering advertising materials, etc.; such contracts are entered into on behalf and at the expense of the foreign person and follow the procedure established for the conduct of transactions between resident persons. Since the representation office may not have its own income, the funds necessary for its functioning should be provided by the foreign person, including via a bank account opened for that very purpose.
In order to register a trade representation office in the Unified Trade Register of the BCCI, a foreign person should submit a standard form application that may be found along with other forms and useful information on the website of the BCCI. The application should be submitted by a person authorized for such purpose – that could be either the person to manage the representation office or any other third person, such as a lawyer; the power of attorney needs to be notarized. The following documents need to be enclosed to the application:
Official document certifying the current status and legal representatives of the foreign entity, issued by the respective competent registration authority in accordance with its national legislation (not earlier than six months prior to the filing for registration);
Resolution of the managing body of the foreign entity for the opening of a trade representation office in Bulgaria (also showing that the person is well aware of the legal nature of the representation office);
Notarized power of attorney by the legal representative of the foreign entity to the person who will be in charge of registering and/or managing the activity of the trade representation office in Bulgaria;
Notarized specimens of the signatures of the representatives of the TRO in Bulgaria;
Filled-in registration card;
Document for paid registration fee.
Where a certificate under Art. 19, item 1 of the Rules on the implementation of the Foreigners in the Republic of Bulgaria Act (regarding the actual registration status of the trade representation office with the Bulgarian Chamber of Commerce and Industry, issued not earlier than one month prior to its being used as intended) is also requested, the following additional documents should also be enclosed to the application for initial registration:
Document for economic activity of the foreign entity for the previous two years prior to the registration of the representation office with the BCCI: reference from a servicing bank; or copies of balance sheets and profit and loss statements; or notarized declaration (in the form prescribed by the BCCI) containing data about performed activities by basic economic indicators and financial results; or notarized declaration indicating a web address of a publicly accessible online database in English language that contains the published annual financial statements of the foreign entity;
Document for tax compliancy of the foreign entity for the previous two years prior to the registration of the representation office: certificate for absence of tax obligations; or notarized declaration (in the form prescribed by the BCCI) on the absence of tax obligations; or notarized declaration indicating a web address of a publicly accessible online database in English language that allows for the possibility of performing a verification check on the availability of such information;
Documents for planned activities of the representation office: justification for the necessity of existence of the representation office containing its goals and tasks; and annual programs (for the current and the next calendar years) for fulfillment of the set goals and assigned activities, including also a justification for the necessity of such activities being performed by the requested number of trade representatives;
Rental contract for a period of not less than one year as of the date of requesting the issuance of the certificate (or other document evidencing the legal grounds for the use of the premises of the representation office).
All documents should be presented in an official translation into Bulgarian language. If the document is issued by a country that is a party to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (the Hague Convention), it should bear an “apostille” and thus no further legalization would be needed. An apostille would not be needed where the document is issued by a country that Bulgaria has a treaty on legal assistance signed with and bears the original signature and stamp of the respective competent authority of such country.
Registration with the Registry Agency
A trade representation office registered in the Unified Trade Register of the BCCI is also subject to an additional registration – in BULSTAT Register with the Registry Agency. Such registration should be done within a period of 7 days by means of a standard form application along with the following documents being enclosed thereto: decision of the BCCI for registration of the trade representation office, document for paid state fee, declaration on the truthfulness of the stated circumstances, power of attorney. The application may be filed electronically (via the Internet) as well, including by a lawyer authorized for such purpose. The Registry Agency allocates a unified identification code (UIC, BULSTAT Code) to the registered trade representation office which the BCCI should be notified of.
Fees and Other Costs
Pursuant to the Tariff of the rates of the services provided by the BCCI, the price of the service for initial registration of a trade representation office of a foreign person (within 3 days) is in the amount of 332,49 Levs (170 Euro). The amount may be paid either via a bank account or in cash at the cash-desk of the BCCI. An additional price in the amount of 42 Levs or 84 Levs is due for the issuance of a certificate of actual status (depending on whether or not such certificate is to be used for obtaining a visa or a residence permit, respectively).
The state fee due for the BULSTAT registration amounts to 65 Levs.
Additional costs will apply as well, such as fees for notarization and official translation of the documents, the amount of which is to be determined depending on the specifics of each individual situation. Information about the due attorney fee may be found on page Fees.