Last Updated on October 16, 2023 by Bulgarian attorney
Bulgarian Branch Office
The Lawyers at Bulgarian Companies Limited may assist you to open a Bulgarian branch office of your foreign company. Bulgaria is favourable to foreign investment and the establishment of branches is a popular choice. In particular, branches can take advantage of Bulgaria’s lowest tax system in the EU, low business costs and a small timescale for incorporation.
Advantages using our services to establish a branch office in Bulgaria
- Top location registered office address for your Bulgarian branch office free of charge for as long as you need.
- No maintenance, annual or hidden fees.
- Fast and hassle-free process to set up your branch in Bulgaria.
- Dedicated Accounting Services in Bulgaria.
What are the requirements to register a subsidiary in Bulgaria
Documents that prove the existence of the mother company should be provided. This is in the form of a business extract issued within the last 6 months and Articles of Association apostilled.
Characteristics to the registration of branch offices in Bulgaria
- No capital requirements.
- No separate entity, but a registration of a foreign entity.
- Only physical persons can be a representative of the branch office.
Legal Obligations for Branches in Bulgaria
When establishing and operating a branch in Bulgaria, it is imperative to understand and fulfill various legal obligations to ensure compliance with Bulgarian laws and regulations. Here are some key legal obligations that branches in Bulgaria must adhere to:
1. Taxation: Branches are legally bound to comply with Bulgarian tax laws. They must declare their financial results by June 30, 2024, for the business conducted in 2023. Additionally, financial results can be adjusted no later than the end of September 2024.
2. Reporting and Transparency: Maintaining accurate financial records and ensuring transparency in financial reporting is a fundamental obligation. Branches are required to provide comprehensive financial statements to the Bulgarian Commercial Register. These statements should include annual reports and detailed financial information.
Branch Accounting in Bulgaria
Accounting for branches in Bulgaria is governed by the country’s commercial laws. Key aspects of branch accounting include:
1. Double-Entry Bookkeeping: Bulgarian commercial law requires branches, like limited companies, to maintain double-entry bookkeeping. This system ensures accurate financial records, helping businesses comply with accounting standards.
2. Annual Accounts: Branches in Bulgaria are obligated to prepare annual financial statements, which typically include a balance sheet, income statement, cash flow statement, and accompanying notes to the financial statements.
VAT Registration for Branches
VAT registration for branches in Bulgaria can be categorized as non-voluntary or voluntary, and here’s what you need to know:
Non-Voluntary Registration: If your branch’s turnover surpasses 100,000 BGN within a 12-month period, VAT registration becomes mandatory.
Voluntary Registration: Even if your branch’s turnover falls below the 100,000 BGN threshold within a 12-month period, you have the option to voluntarily apply for VAT registration. This choice can bring certain benefits. When your branch is VAT registered, you can apply a 0% VAT rate to sales made to EU companies that are VAT registered in their respective EU countries.
How to open a bank account of a Branch in Bulgaria?
Since 1st of August 2019 banks in Bulgaria refuse to open company bank accounts unless the director of the company is a resident of Bulgaria. In other words, you have to apply for Bulgarian residency for EU citizens prior to applying for the opening of a company bank account. On the other hand, applying for Bulgarian residence card is a precondition to qualify for Bulgaria tax residency.
When is registering a branch office in Bulgaria interesting?
Usually registering a branch office is done by companies who don’t want to fall under Bulgarian law for corporate issues and companies who will have only limited activities in Bulgaria.
For instance, a Dutch company that primarily operates from the Netherlands may establish a small office in Bulgaria, serving as a sales office staffed by a few sales agents. The Bulgarian office may only be responsible for selling the products of the Dutch company on the Bulgarian and EU markets, with all orders and production activities being handled in the Netherlands. By registering a branch office in Bulgaria, the Dutch company can establish a ‘permanent establishment’ in the country, and enjoy the benefits of a lower tax rate of only 10% on the profits generated by the Bulgarian office.
If a foreign company determines that establishing a branch in Bulgaria is not the most suitable option for their needs, an alternative course of action could be to set up a subsidiary in Bulgaria instead.
For more information about establishing a branch in Bulgaria, please do not hesitate to contact us.
