A foreign company can establish a branch office in Bulgaria to conduct business locally without incorporating a separate Bulgarian subsidiary. The branch is entered in the Bulgarian Commercial Register, receives its own Bulgarian unique identification code, and operates as part of the foreign parent company.

This structure can be useful when a foreign business wants a direct Bulgarian presence while keeping contracts, ownership, and liability within the parent company. It also creates important legal, accounting, tax, banking, and compliance obligations in Bulgaria.

This guide explains how a branch of a foreign company works, how it compares with a Bulgarian subsidiary, and what should be planned before registration.

Bulgarian company law, tax rules, official fees, and filing practices can change. This guide provides general information and should not replace advice based on the parent company, planned activity, and countries involved.

Branch Office in Bulgaria at a Glance

What Is a Bulgarian Branch of a Foreign Company?

A Bulgarian branch is a registered business presence of a company incorporated under another country's law. The branch can carry out the commercial activities assigned to it by the foreign parent company, sign contracts through its representative, employ staff, and operate in Bulgaria.

The branch is not a new company and does not have shareholders or share capital of its own. Its assets, rights, contracts, and liabilities ultimately belong to the foreign parent company.

This distinction matters. A creditor dealing with the branch can generally pursue the foreign parent company because the branch does not create a separate liability shield.

Branch Office or Bulgarian Subsidiary?

Foreign businesses commonly compare a branch with a Bulgarian limited-liability company, usually an EOOD or OOD.

A branch may suit a company that wants its Bulgarian activity to remain directly connected to the foreign entity. A subsidiary is often more appropriate when the owners want liability separation, local investors, a stand-alone business, or a structure that can later be sold.

Read our complete company-registration guide for an overview of Bulgarian legal forms and incorporation.

When Does a Branch Office Make Sense?

A Bulgarian branch may be considered when the foreign company:

• wants to enter the Bulgarian market under its existing corporate identity
• will perform contracts directly through the parent company
• needs a registered Bulgarian operating presence
• wants to employ a local team or maintain an office
• does not need Bulgarian shareholders or a separate liability vehicle
• is testing or expanding an established business model in Bulgaria

A branch is not automatically the simpler or cheaper option. Foreign corporate documents, legalisation, translations, banking checks, tax analysis, and parent-company reporting can make the setup more involved than incorporating a standard Bulgarian limited-liability company.

Information Registered for the Branch

The Commercial Register filing must identify both the foreign company and its Bulgarian branch. The registered circumstances generally include:

• the foreign company's legal name, legal form, registered office, and registration details
• the foreign register and law under which the parent company operates
• the Bulgarian branch name, registered office, address, and activities
• the persons who represent the foreign company
• the person authorised to manage and represent the Bulgarian branch
• the scope of the branch representative's authority

The exact filing requirements depend on the foreign company's legal form, home jurisdiction, governing documents, and planned Bulgarian activity.

Documents Commonly Required

A foreign-company branch registration commonly requires documents showing that the parent company legally exists and has validly approved the Bulgarian branch. These may include:

• an official extract or certificate from the foreign company register
• the parent company's constitutional or incorporation documents
• a resolution of the competent corporate body to establish the branch
• a resolution appointing and authorising the branch representative
• the branch representative's consent, signature specimen, and required declarations
• evidence of the foreign company's representatives and their authority
• the Bulgarian Commercial Register application and statutory declarations
• powers of attorney where professional representatives file the application

Documents issued abroad normally need to be prepared for use in Bulgaria. Depending on the issuing country and applicable treaties, this can involve an apostille or another form of legalisation, followed by a certified Bulgarian translation.

Document requirements should be confirmed before signatures are collected. Incorrect certification, expired register extracts, missing corporate approvals, or inconsistent names can delay or prevent registration.

Step-by-Step Branch Registration Process

1. Compare the Branch with a Subsidiary

Confirm why a branch is preferred and assess liability, tax, accounting, banking, licensing, employment, and exit consequences. The best structure depends on the commercial plan, not only the registration procedure.

2. Define the Bulgarian Operation

Choose the branch name, activities, registered office and address, local representative, and scope of authority. Determine whether the activity requires a licence, registration, or notification before trading.

3. Approve the Branch at Parent-Company Level

The appropriate body of the foreign company must validly resolve to establish the Bulgarian branch and appoint its representative. The resolution should comply with the parent company's governing law and constitutional documents.

4. Obtain and Prepare the Foreign Documents

Order current evidence from the foreign register and prepare the required corporate documents. Complete any apostille, legalisation, and certified Bulgarian translation requirements.

5. File with the Bulgarian Commercial Register

Submit the application and supporting documents to the Registry Agency's Commercial Register. Electronic filing requires an accepted qualified electronic signature or an authorised filer.

The registration officer reviews the application for legal compliance. Missing, inconsistent, or improperly certified documents can lead to instructions or refusal.

6. Receive the Branch UIC/EIK

After registration, the branch receives a Bulgarian unique identification code, commonly called a UIC or EIK. The branch entry and published documents become available through the public Commercial Register.

7. Complete the Operational Setup

Registration is only the start. The branch may also need banking, accounting, tax, VAT, employment, social-security, beneficial-owner, licensing, and data-protection arrangements before or shortly after it begins activity.

How Long Does Registration Take?

There is no reliable single timeline for every foreign-company branch. The Commercial Register can review a complete filing relatively quickly, but the overall setup often depends on:

• obtaining current documents from the foreign register
• parent-company approval procedures
• apostille or legalisation
• certified Bulgarian translations
• corrections requested during registry review
• bank and payment-provider due diligence
• tax, VAT, employment, or licensing registrations

Start with a document and compliance checklist for the parent company's specific jurisdiction. Cross-border document preparation is often the largest source of delay.

Branch Office Registration Costs

The total cost depends on the parent company and the Bulgarian operation. A realistic budget should consider:

Confirm current official and third-party fees before starting. A low registration fee does not reflect the complete cost of preparing and operating a compliant branch.

Tax, VAT, and Accounting

A Bulgarian branch carrying on business for a foreign company can create a Bulgarian taxable presence. Its profits attributable to Bulgarian activity may be subject to Bulgarian corporate income tax, and the parent company's home-country treatment must also be reviewed.

The branch must keep accounting records for its Bulgarian activity and meet applicable annual reporting and filing obligations. Cross-border transactions with the parent company and related parties require careful documentation and may raise transfer-pricing questions.

VAT registration depends on the activities and transactions performed. Turnover is not the only trigger: EU transactions, cross-border services, imports, and other supplies can create registration or reporting duties.

Read our Bulgaria corporate-tax guide for a general overview of corporate tax, VAT, and compliance.

Banking, Employees, and Licences

Opening a Bulgarian bank or payment account for a branch normally requires due diligence on the foreign parent company, ownership chain, representatives, source of funds, and planned activity. Bank onboarding can take longer than the registry filing.

When the branch hires staff, Bulgarian employment, payroll, social-security, health-and-safety, and notification requirements apply. The branch representative's management and social-security position should also be reviewed.

Regulated activities may require a Bulgarian licence, registration, passporting procedure, or regulator notification. Registration in the Commercial Register does not by itself authorise a branch to perform a regulated activity.

Ongoing Branch Obligations

After registration, the branch should maintain a compliance calendar covering:

• accounting records and annual financial reporting
• corporate tax and VAT filings
• payroll, employment, and social-security obligations
• changes to the parent company or its representatives
• changes to the branch address, activities, or representative
• beneficial-owner assessment and filings where applicable
• licences, permits, and sector notifications
• GDPR and document-retention obligations

Changes recorded for the foreign parent company can affect the Bulgarian branch filing. The branch should have a process for identifying and registering relevant changes promptly.

Common Branch Registration Mistakes

Avoid these frequent problems:

1. Choosing a branch without comparing liability and tax consequences with a subsidiary.
2. Assuming the branch protects the foreign parent company from Bulgarian liabilities.
3. Using foreign documents that are outdated, incomplete, or incorrectly legalised.
4. Giving the branch representative unclear or commercially unsuitable authority.
5. Treating Commercial Register entry as the end of the setup process.
6. Starting transactions before reviewing VAT and licensing requirements.
7. Underestimating banking and ownership-verification timelines.
8. Failing to register relevant changes affecting the parent company or branch.

Foreign Company Branch Checklist

Before filing:

1. Compare a Bulgarian branch with a subsidiary.
2. Confirm the planned activity, tax position, and regulatory requirements.
3. Select the branch name, address, activities, and representative.
4. Approve the branch under the parent company's governing rules.
5. Obtain current foreign-register and corporate documents.
6. Complete apostille, legalisation, and translation requirements.
7. Prepare and review the Bulgarian Commercial Register filing.

After registration:

1. Verify the Commercial Register entry and branch UIC/EIK.
2. Establish accounting, tax, invoicing, and reporting processes.
3. Complete banking and payment-provider onboarding.
4. Review VAT, beneficial-owner, payroll, and social-security duties.
5. Obtain any required licences or registrations.
6. Create a compliance process for parent-company and branch changes.

Establish a Branch Office in Bulgaria with Lion Consult

Lion Consult assists foreign businesses with comparing Bulgarian structures, preparing a branch registration, coordinating foreign documents and translations, and establishing the accounting, tax, VAT, payroll, banking, and ongoing compliance processes needed to operate.

For foreign founders considering a separate Bulgarian company, our guide to opening a company in Bulgaria as a foreigner explains the alternative company-formation route.

Contact Lion Consult to discuss the appropriate Bulgarian structure for your business.

This guide provides general information and is not legal, tax, accounting, immigration, or investment advice.

Frequently Asked Questions

Can a foreign company open a branch office in Bulgaria?

Yes. A foreign company can register a Bulgarian branch in the Commercial Register. The branch operates as part of the foreign parent company rather than as a separate Bulgarian legal entity.

Is a Bulgarian branch a separate legal entity?

No. A Bulgarian branch of a foreign company is not legally separate from its parent company. The parent company ultimately bears responsibility for the branch's obligations.

Does a branch office in Bulgaria need share capital?

A branch does not have separate share capital like a Bulgarian subsidiary. It still needs adequate funding for its activities, obligations, and operating costs.

What documents are needed to register a foreign-company branch in Bulgaria?

Common requirements include current foreign-register evidence, the parent company's governing documents, a valid decision to establish the branch, documents appointing its representative, and Bulgarian filing declarations. Foreign documents may require legalisation and certified translation.

Does a Bulgarian branch receive a company registration number?

Yes. Once registered, the branch receives a Bulgarian unique identification code, commonly called a UIC or EIK, and its registered circumstances can be searched in the public Commercial Register.

Does a foreign-company branch pay tax in Bulgaria?

A branch carrying on business in Bulgaria can create a Bulgarian taxable presence, and profits attributable to its Bulgarian activity may be subject to Bulgarian tax. The result should be reviewed together with any applicable tax treaty and the parent company's home-country rules.

Is a branch or subsidiary better for entering Bulgaria?

It depends on the business plan. A branch keeps the Bulgarian operation legally connected to the foreign parent, while a subsidiary is a separate Bulgarian company and generally provides stronger liability separation.