No. A branch (клон) is not a separate legal entity. It is an extension of the parent company. The parent company bears full legal and financial liability for all obligations and debts incurred by the branch in Bulgaria. This is the fundamental legal distinction between a branch and a subsidiary (OOD).
Opening a Branch of a Foreign Company in Bulgaria
Extend Your Existing Legal Entity into Bulgaria — Without Forming a New Subsidiary
No New Legal Entity
Parent Co. Stays in Control
Full EU Market Access
2–4 Weeks to Register
KEY FACTS
2–4 Weeks to register
10% Bulgarian corporate tax on local profits
0 Minimum share capital required
EU Full single market access
What is a branch of a foreign company in Bulgaria?
A branch office (клон на чуждестранно дружество) is a registered extension of a foreign company operating on Bulgarian territory. Unlike a subsidiary, a branch is not a separate legal entity — it operates under the full legal identity and authority of the parent company. All contracts, liabilities, and obligations of the branch are legally those of the parent.
In Bulgaria, branch offices of foreign companies are registered in the Bulgarian Commercial Register and are subject to Bulgarian law for their local activities. The branch must appoint a branch manager (Управител на клон) who represents the parent company in Bulgaria and signs all local documents. The branch manager may be of any nationality.
KEY LEGAL POINT: A Bulgarian branch is not a Bulgarian company — it is the foreign parent company itself, operating in Bulgaria. This means the parent company’s home-country law governs its internal structure and governance, while Bulgarian law governs its activities on Bulgarian territory. This dual-law framework is a defining characteristic of the branch model.
Branch office vs. Bulgarian subsidiary — key differences
The decision between opening a branch and registering a Bulgarian subsidiary (OOD) is one of the most important strategic choices for a foreign company entering the Bulgarian market. The table below presents the key differences across all material dimensions.
| Factor | Branch Office (Клон) | Bulgarian Subsidiary (OOD) |
|---|---|---|
| Legal personality | Not a separate legal entity — extension of parent | Separate legal entity (OOD/AD) |
| Liability | Parent company bears full liability | Shareholders liable up to contribution only |
| Share capital | None required | BGN 2 minimum (OOD) |
| Management | Branch manager (Управител на клон) — can be foreign national | Director (Управител) — can be foreign national |
| Name | Must include parent company name + ‘клон’ (branch) | Any unique name |
| Accounting | Separate Bulgarian accounts required; consolidated with parent | Fully independent accounting |
| Tax on profits | Bulgarian profits taxed in Bulgaria at 10% | All profits taxed in Bulgaria at 10% |
| Registration | Bulgarian Commercial Register | Bulgarian Commercial Register |
| Suitable for | Market testing, service delivery, controlled expansion | Long-term operations, investment, full autonomy |
| Parent liability exposure | Full — all branch debts are parent debts | None — subsidiary’s own debts only |
LIABILITY NOTE: The single most important distinction between a branch and a subsidiary is liability. A Bulgarian OOD limits shareholder liability to the contributed share capital. A branch carries NO such protection — all branch debts and obligations are directly the debts of the parent company. This is a critical consideration for risk management and corporate structuring.
When is a branch the right choice?
A branch office is not the right structure for every situation. Below are the six scenarios where the branch model is most commonly and appropriately used by foreign companies entering Bulgaria.
Market testing & exploration
A branch is ideal when you want to test the Bulgarian market before committing to a full subsidiary. Lower setup overhead, full parental control, easy to wind down.
Regulated service delivery
For companies in legal, financial, architectural, or engineering sectors that need a registered Bulgarian presence to deliver licensed services without forming a new entity.
Controlled operational presence
When the parent company wishes to retain direct control over Bulgarian operations without delegating to an autonomous subsidiary management.
Construction & project work
Foreign construction and engineering companies regularly use the branch structure for specific project execution in Bulgaria, with the branch closing upon project completion.
EU tender participation
A Bulgarian branch of a foreign EU company can participate in Bulgarian public procurement and EU-funded tenders — providing access without a separate legal entity.
Interim or transitional presence
When long-term plans are not yet decided, a branch provides a legal operational base while the parent evaluates whether a subsidiary is warranted.
The branch registration process — step by step
Branch registration requires more documentation from the parent company than a standard OOD registration, primarily because the parent’s legal existence and authority must be verified and translated. Our team manages the entire process.
1 — Initial consultation & structure review
Free consultation
We review your parent company’s structure, home country, planned Bulgarian activities, and tax considerations. We confirm whether a branch or subsidiary is the better fit for your specific situation and objectives.
Same-day or next-business-day response
2 — Parent company document collection
Document checklist
You provide the required parent company documents (see Documents section below). We advise on the exact apostille or legalization requirements for your country and confirm the checklist.
Document checklist delivered within 1 business day
3 — Apostille / legalization of parent company documents
Country-specific
Parent company incorporation documents, articles of association, and the board resolution must be apostilled (Hague Convention countries) or consularly legalized (non-Convention countries) in the home country.
Timeline: 5–15 days depending on home country
4 — Certified translation into Bulgarian
Certified translator
All apostilled parent company documents must be translated into Bulgarian by a court-certified translator. We coordinate this through our network of certified translators.
Typically 3–5 business days
5 — Board resolution & Power of Attorney
Drafted by our team
The parent company adopts a board resolution authorizing the branch and appointing the branch manager. If registration is handled remotely, a Power of Attorney is also executed authorizing our team to act.
Drafted by our team — you approve and sign
6 — Branch manager specimen signature
Notary
The appointed branch manager’s specimen signature must be certified by a Bulgarian notary. If the manager is abroad, this can be done via Power of Attorney or in person at a Bulgarian embassy.
Completed within 1–2 days once manager is confirmed
7 — Filing with the Bulgarian Commercial Register
3–5 business days
We submit the complete application package — parent company documents, translations, branch manager appointment, legal address confirmation — to the Registry Agency.
3–5 business days processing time
8 — Post-registration setup
Advisory
Following registration, we assist with: National Revenue Agency enrollment, VAT registration (if applicable), opening a Bulgarian bank account, and initial accounting setup for the branch.
Completed within 1–2 weeks of registration
Documents required for branch registration
Branch registration requires documentation from both the parent company (from the home country) and the appointed branch manager. All foreign documents must be apostilled or consularly legalized and translated into Bulgarian by a certified translator.
- Certificate of Incorporation / Registration — Official document confirming the parent company’s legal existence in its home country. Must be apostilled or consularly legalized.
- Certificate of Good Standing — Issued by the home country registry, confirming the parent is currently active and in good standing. Must be recent (typically within 3–6 months).
- Articles of Association / Memorandum — The founding document of the parent company. Must be officially translated into Bulgarian by a certified translator.
- Board Resolution to Open a Branch — Decision of the parent company’s management body authorizing the establishment of a Bulgarian branch and appointing the branch manager.
- Power of Attorney (if acting remotely) — Authorizes our Bulgarian legal team to act on the parent company’s behalf in all branch registration procedures.
- Passport / ID of branch manager — Valid identity document of the appointed branch manager (Управител на клон). Can be a foreign national.
TRANSLATION REQUIREMENT: All parent company documents submitted to the Bulgarian Commercial Register must be translated into Bulgarian by a translator certified by the Bulgarian Ministry of Foreign Affairs. We coordinate certified translations through our network — please do not use uncertified online translation services, as these will be rejected by the registry.
Ongoing obligations of a Bulgarian branch
Once registered, a Bulgarian branch has a number of ongoing legal and accounting obligations under Bulgarian law. These must be maintained throughout the life of the branch. Bulgaria for Business VCC offers full accounting and compliance support to cover all of these requirements.
| Ongoing obligation | Details |
|---|---|
| Separate Bulgarian accounting | The branch must maintain its own set of Bulgarian accounting records, separate from the parent company’s books. This includes a Bulgarian balance sheet, profit & loss statement, and supporting ledgers. |
| Annual financial statements | The branch must prepare and file annual financial statements with the National Statistical Institute (НСИ) and the National Revenue Agency (НАП) in Bulgaria. |
| Corporate income tax on Bulgarian profits | Income generated in Bulgaria through the branch is subject to Bulgarian corporate income tax at the flat rate of 10%. The branch files its own Bulgarian tax return. |
| VAT registration & filing | If the branch’s taxable turnover exceeds BGN 166,000 (~€85,000) annually, VAT registration is mandatory. Voluntary registration from day one is recommended for B2B operations. |
| Branch manager registration | The appointed branch manager (Управител на клон) must be registered in the Commercial Register. Any change of manager requires a new registration filing. |
| Annual confirmation filing | Like all Bulgarian commercial entities, the branch must submit an annual confirmation of circumstances to the Registry Agency to maintain its registration. |
| Legal address maintenance | The branch must maintain a valid registered address in Bulgaria, listed in the Commercial Register. Our legal address service satisfies this requirement at €400/year. |
Cost breakdown
Branch registration involves more preparatory costs than a standard OOD registration, primarily due to the apostille, legalization, and certified translation requirements for parent company documents. All fees are fixed and confirmed before you commit.
| Item | Amount |
|---|---|
| State registration fee (branch at the Commercial Register) | BGN 160 (~€80) |
| Apostille / legalization of parent company documents (est.) | €100–300 |
| Certified translation of parent company documents into Bulgarian | €100–250 |
| Bulgarian notary fees (branch manager signature, declarations) | ~€60–120 |
| Bulgaria for Business VCC legal & service fee (branch formation) | From €1,200 |
| Legal address — annual fee | €400 / year |
| ESTIMATED TOTAL — first year | From ~€1,940 |
* Apostille, legalization, and translation costs vary significantly by country and document volume. Figures above are estimates for a standard case. A detailed fixed-fee confirmation is provided after reviewing your parent company’s documents.
Frequently asked questions
Key questions answered for foreign companies considering a Bulgarian branch office.
Yes. The branch manager (Управител на клон) can be any individual — Bulgarian or foreign national. There is no residency requirement. The branch manager must be registered in the Bulgarian Commercial Register and their details are publicly accessible.
Yes. The branch can enter into contracts, issue invoices, employ staff, open bank accounts, and conduct all commercial activities on behalf of the parent company in Bulgaria. All activities are legally carried out in the name of the parent company.
Yes. Profits generated in Bulgaria through the branch are subject to Bulgarian corporate income tax at 10%. The branch files its own Bulgarian corporate tax return. Depending on the double taxation treaty between Bulgaria and the parent company’s home country, credits or exemptions may apply to avoid double taxation.
In most cases, yes. The branch registration process can be handled by our legal team under a Power of Attorney from the parent company. Parent company documents (certificate of incorporation, articles of association, board resolution) must be apostilled or legalized and translated into Bulgarian.
The overall process typically takes 2–4 weeks: document preparation and apostille in the home country (1–2 weeks), certified translation into Bulgarian (3–5 days), and Commercial Register processing (3–5 business days). We provide a realistic timeline estimate based on your specific country.
A branch can conduct full commercial activities — it can sell, invoice, employ, and contract in Bulgaria. A representative office (представителство), registered through the Bulgarian Chamber of Commerce, can only carry out non-commercial activities such as market research, promotion, and liaison. It cannot generate revenue in Bulgaria.
A branch cannot be directly ‘converted’ into an OOD. However, you can register a new Bulgarian OOD at any time and transfer operations to it, then close the branch. Our team advises on the most tax-efficient and operationally smooth transition strategy.
Ready to register your branch office in Bulgaria?
Our legal team manages the entire process — from document apostille guidance to Commercial Register filing and ongoing accounting support.
Free consultation
Fixed-fee proposal
Multilingual team
English
Fixed-fee proposal
Multilingual team
English
Bulgaria for Business VCC — Your Trusted Partner for Business Expansion into Bulgaria and the European Union. All information is provided for general guidance purposes. For advice specific to your parent company’s jurisdiction and structure, please consult our team directly.