The registration of a branch is often undertaken by companies for organisational and economic reasons. Any company, regardless of its legal form – EOOD, OOD, EAD or AD – has the possibility of registering a branch outside the locality in which its registered office is situated.

There are no restrictions on the number of branches that a company may register. Nevertheless, only one branch of the same company may be opened in a given locality. An exception to this rule is provided for banks and insurance companies, which may register more than one branch in a single locality, including in the locality of their registered office.

A branch does not constitute a separate legal entity but is part of the commercial enterprise of the company that registered it. Contracts concluded with the branch are deemed to be contracts with the company itself. The law, however, recognises a certain organisational and property-related separateness of the branch. For example, the branch keeps commercial books as if it were an independent commercial company. Claims arising from contracts concluded with the branch may be brought against the trader either at the company's registered office or at the branch's registered office. The branch does not draw up a separate balance sheet.

The name of the branch must include the trade name of the trader, supplemented by the word "branch". The scope of activity of the branch need not entirely coincide with that of the company that registered it.

The decision to open a branch also determines the extent of the representative authority of its manager. The manager may be granted full rights to manage and represent the branch, or may be limited to acting as a commercial proxy or procurator. In all cases, the manager of the branch must be authorised by a notarised power of attorney.

For the registration of a branch in the Commercial Register, the following documents are submitted:

  1. An application on standard form Б2;
  2. A notarised consent and specimen signature of the branch manager;
  3. Minutes of the general meeting of the OOD or AD, or, respectively, a decision of the sole owner of the capital, for the opening of the branch;
  4. Invitations for convening the general meeting of the OOD or AD;
  5. A list of the shareholders present at the general meeting of the AD;
  6. A declaration as to the truth of the circumstances declared;
  7. A power of attorney;
  8. A payment order for the State fee paid.

Depending on the branch's scope of activity, other documents may also be required, such as diplomas or certificates of the manager's professional qualifications. For joint-stock companies, the decision to open a branch may fall within the competence of the Board of Directors or the Management Board, in which case the minutes containing their decisions are submitted.

The State fee for registering a branch is BGN 20 where the application is submitted electronically by an attorney. An attorney's power of attorney does not require notarisation. If the documents are submitted by another authorised representative, that person's power of attorney and the application must be notarised.

Should you need legal advice or assistance in connection with the registration of a branch of Bulgarian and foreign commercial companies, contact us on telephone 0887550706 or by e-mail: [email protected]