A Bulgarian company that expands into another city does not always need to incorporate a second company. It can register a domestic branch and operate the new location through the same legal entity, ownership structure, capital, and tax identity.

A branch does not ring-fence risk: its contracts, employees, and debts remain the parent company's. Registration should therefore be a commercial decision, not just an address exercise.

This guide covers a branch opened by an existing Bulgarian trader. A branch of a company incorporated abroad follows a different registration route; see our foreign-company branch guide for that structure.

The rules, official fees, portal functionality, and filing practice may change. This guide is general information as at 1 August 2026 and is not a substitute for legal, tax, accounting, employment, or regulatory advice on a specific expansion.

Bulgarian Company Branch at a Glance

What Is a Domestic Branch?

Articles 17–20 of Bulgaria's Commerce Act create the basic branch regime. Any trader may open a branch outside the populated place where its registered seat is located. For example, a company seated in Sofia may register a branch in Plovdiv. A second office elsewhere in Sofia is not a branch under Article 17 merely because the company calls it one internally.

The branch is a registered organisational unit of the trader. It can have its own address, activity, manager, personnel, operational records, and UIC/EIK, but it is not a subsidiary and does not own a separate pool of assets. The parent company is the contracting party and bears the legal consequences of the branch's activity.

The Commerce Act allows claims arising from direct dealings with the branch to be brought against the trader at the branch's seat. The defendant nevertheless remains the parent company.

When a Branch Makes Commercial Sense

A domestic branch can work well when an established Bulgarian company wants to reproduce the same business in another city while keeping one balance sheet, one ownership structure, and central control. Common examples include a regional sales office, warehouse, service centre, shop, or operating site.

The structure is particularly useful when:

• the new location will carry out the same or a compatible activity
• the owners do not need separate investors for the regional operation
• contracts and liabilities may remain with the existing company
• local management needs a clear, publicly registered mandate
• branch-level revenue, costs, inventory, or performance should be tracked
• a tender, landlord, bank, customer, or regulator expects a registered local presence

A branch is usually the wrong vehicle when the project needs independent financing, different shareholders, a separate licence holder, protection of the parent from local operating risk, or the option to sell the regional business by transferring shares. In those cases, compare it with a new EOOD or OOD using our company-registration guide.

Decide the Branch Structure Before Filing

The decision must be adopted by the body competent under the company's legal form and constitutional documents. Do not assume that the same body is correct for every EOOD, OOD, EAD, or AD. Review the articles or memorandum, reserved matters, board delegations, and representation rules before preparing the resolution.

The corporate decision should state clearly:

• the branch's distinguishing name
• its populated place, registered office, and full management address
• its scope of activity
• the individual appointed as branch manager
• the precise scope and any limits of that manager's authority
• who is authorised to sign and file the registration documents
• the effective date and any internal reporting or budget controls

The registered authority should be workable for customers and banks. Vague wording creates uncertainty; overly narrow limits can obstruct routine contracts. Obtain advice on whether internal restrictions can be relied upon against third parties.

B2 Application and Required Documents

The branch is entered on the parent trader's Commercial Register record using application B2. The Registry Agency's portal requires the following branch fields for an initial filing:

• the distinguishing part of the branch name, entered in Cyrillic
• the branch's Bulgarian seat and full management address
• its scope of activity
• the optional main economic activity under NACE/NKID
• the manager's identifying details
• the scope of the manager's representative authority

The portal generates the branch UIC/EIK after registration; it should not be invented or entered in advance.

A filing package for a Bulgarian company commonly includes:

1. The completed B2 application.
2. The valid corporate resolution opening the branch and approving the registered particulars.
3. The branch manager's notarised consent and specimen signature, as required by Article 17(3) of the Commerce Act.
4. The statutory declaration concerning the truth of the circumstances submitted for registration.
5. An express power of attorney where a lawyer files the application, together with any declaration required from the document submitter.
6. Evidence of payment where it is not confirmed through the electronic payment flow.
7. Any additional evidence required by the company's legal form, constitutional documents, regulated activity, or manner of representation.

The Commerce Act specifically requires the manager's notarised consent and signature specimen. It does not make a separate notarised managerial power of attorney a universal registration document. A separate authority instrument may still be sensible or required for banking and particular transactions.

Before uploading anything, remove personal information that the law does not require to be publicly accessible. Names, identification data, addresses, and signatures should appear only to the extent necessary for the filing.

Registration Process, Timing, and Fees

1. Confirm the Branch Is the Right Structure

Compare liability, tax, accounting, licensing, employment, banking, tender, and exit consequences with a simple operating location or a new subsidiary.

2. Check Corporate Authority

Identify the competent body, observe the applicable notice, quorum, voting, and signature rules, and record a decision containing all B2 particulars.

3. Complete the Manager's Notarial Document

The appointed manager signs the consent and specimen signature before a notary. Ensure the name and identification details match the B2 application.

4. Prepare and Sign B2

The company's eligible representative or an expressly authorised lawyer files on paper at a Registry Agency office or electronically through the Commercial Register portal.

5. Monitor the Application

The general registry timetable places this type of filing for review after three working days. A clean filing often completes within roughly three to five business days, but instructions, non-working days, inconsistent documents, or a refusal can make the process longer. Monitor the electronic record so any instructions can be answered in time.

The Registry Agency's 2026 euro display and fee tariff indicate these state fees for a domestic branch as an “other circumstance”:

Notary, legal, accounting, address, licence, and bank costs are additional. Confirm the live portal amount immediately before payment.

Accounting, Corporate Tax, and VAT

Article 19 of the Commerce Act requires the domestic branch to keep commercial books as if it were an independent trader, but it does not prepare a separate balance sheet. Branch revenue, expenditure, assets, liabilities, inventory, cash, and internal transfers should therefore be identifiable in the accounting system and ultimately consolidated into the parent company's accounts.

The branch is not a second Bulgarian corporate taxpayer. The company's taxable result includes the branch's result, and the same company remains responsible for the corporate income-tax return and payment. Bulgaria's standard corporate income-tax rate is 10% of taxable profit, but expense recognition, local taxes, sector rules, and related transactions still require review. Our Bulgarian corporate-tax guide explains the wider framework.

The same principle applies to VAT: the Bulgarian company, not its domestic branch as a new legal person, is the taxable operator. Invoicing, fiscal-device configuration, stock transfers, VAT records, and the use of the branch's name and UIC should be configured with the company's accountant before trading. The branch's municipality may also matter for local taxes, waste charges, permits, signage, or operating notifications.

Employees, Banking, and Regulated Activity

Staff working at the branch are employed by the parent company. Employment contracts, workplace designation, payroll, social-security notifications, occupational health and safety, working-time records, and local management responsibilities should be aligned with the new site.

A bank may allow an operational account identified for the branch, but the customer and account holder remain connected to the parent company. Expect the bank to review the corporate decision, registered representatives, branch manager's authority, and intended payment controls.

Commercial Register entry is not an operating licence. Food premises, healthcare, security, transport, tourism, employment intermediation, fuel, financial, construction, and other regulated activities may require a separate permit, registration, categorisation, or notification for the new location.

Changes and Closing the Branch

Changes to the address, activity, manager, or registered authority are also filed through B2. The Register Act generally requires registrable circumstances to be declared within seven days of occurring, unless another rule provides a different period.

Closing a domestic branch does not require liquidation because there is no separate company to liquidate. The competent corporate body adopts a closure decision and the company files B2 with field 55 marked. The Registry Agency's portal states that closure removes the branch's registered particulars; other changes should be registered separately before the closure application.

Before filing, complete the operational exit: settle or transfer contracts, inventory, receivables, leases, bank mandates, employment matters, licences, cash registers, archives, and accounting records. Deleting the register entry does not erase the parent company's existing obligations.

Common Mistakes

1. Registering a “branch” in the same populated place as the company's seat.
2. Treating the branch as a liability shield or separate contracting company.
3. Using a corporate body that lacks authority under the company's documents.
4. Omitting the full address, activity, or workable scope of representation.
5. Filing a generic consent instead of the required notarised consent and signature specimen.
6. Assuming a separate notarised power of attorney is always the source of the branch manager's authority.
7. Starting work before checking site-specific licences, employment, VAT, fiscal-device, and municipal requirements.
8. Keeping no branch-level accounting records because the annual balance sheet is prepared by the parent.
9. Closing the register entry before contracts, employees, assets, and records are properly dealt with.

Practical Branch Checklist

Before filing:

1. Confirm the location is outside the parent's registered-seat locality.
2. Compare a branch with an ordinary establishment and a new company.
3. Check the competent corporate body and decision-making rules.
4. Fix the name, address, activity, manager, and representative authority.
5. Prepare the B2 documents and notarial consent/specimen.
6. Review licences, lease terms, employment, accounting, tax, and banking.
7. Choose paper or electronic filing and verify the current state fee.

After registration:

1. Check the public entry and generated branch UIC/EIK.
2. Configure accounting, invoicing, fiscal devices, inventory, and reporting.
3. Complete employee, occupational-safety, municipal, and licence steps.
4. Give banks and counterparties clear evidence of signing authority.
5. Create a compliance process for changes and eventual closure.

Official Sources and Forms

• Commerce Act, including Articles 8 and 17–20
• Commercial Register Act
• Registry Agency B2 filing guide
• Registry Agency guidance for the B2 branch fields
• Registry Agency document templates
• National Revenue Agency corporate-tax overview

Register a Bulgarian Company Branch with Lion Consult

Lion Consult can help determine whether a domestic branch fits the expansion, review corporate authority, prepare and file B2 documents, coordinate the notarial step, and organise the accounting, payroll, tax, VAT, and operational setup for the new location.

Contact Lion Consult to discuss the planned city, activity, manager, and registration timetable.

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

Frequently Asked Questions

Can a Bulgarian company register a branch in the same city as its registered seat?

Article 17 of the Commerce Act provides for a branch outside the populated place where the trader's registered seat is located. Another office in the same city is therefore not a domestic branch under that provision merely because the company describes it as one.

Is a branch of a Bulgarian company a separate legal entity?

No. The branch is an organisational unit of the existing trader. It receives a branch UIC/EIK and may have its own manager and address, but its contracts, assets, employees, and liabilities remain legally connected to the parent company.

Which documents are needed for Bulgarian company branch registration?

The usual package includes application B2, the valid corporate decision opening the branch, the branch manager's notarised consent and specimen signature, the applicable statutory declarations, filing authority documents, and fee evidence where required.

What is the state fee for registering a domestic branch in Bulgaria?

As displayed in euro for 2026, the initial state fee is EUR 10.23 for electronic filing and EUR 20.45 for paper filing. Applicants should confirm the live portal amount immediately before submission.

How long does B2 branch registration take?

This category of Commercial Register filing is generally reviewed after three working days. A complete application often finishes within roughly three to five business days, but instructions, holidays, document inconsistencies, or refusal can extend the process.

Does a domestic branch prepare separate annual accounts or pay separate corporate tax?

The branch keeps identifiable commercial books but, under Article 19 of the Commerce Act, a domestic commercial branch does not prepare a separate balance sheet. Its result is included in the parent company's accounts and corporate tax position.

Does closing a Bulgarian company branch require liquidation?

No separate liquidation is required because the branch is not a separate company. The competent corporate body adopts a closure decision and the company files a B2 change application, while remaining contracts, employees, assets, licences, and records must be dealt with operationally.