We compare the two structures against your business plans and coordinate the corporate documents and registration of the selected entity.
A foreign company had started arranging a Bulgarian branch and subsidiary setup without a clear order of work. The uncertainty was not limited to individual documents. The corporate, banking and Commercial Register requirements also had to fit together as one workable structure.
ARG coordinated those requirements so the setup did not create inconsistencies elsewhere in the company file. That practical experience reflects the central decision explained below. A branch remains connected to the foreign trader, while a Bulgarian subsidiary is a separate company with its own legal form, ownership structure and capital. Choosing the right route first makes the registration process more coherent and easier to manage.
ARG can help when you need to
Decide whether the foreign parent operates through a branch or a separate Bulgarian company contracts in its own name. Consider obligations, investment and management.
Provide current home-register evidence, constitution and competent opening/incorporation decision. Confirm every required parent signatory.
Define branch authority or subsidiary representation. Branch mandates and manager consent/specimen have separate notarisation requirements.
Plan authentication, Bulgarian translation, ownership/control evidence, banking, accounting and sector permissions. Registration does not complete these automatically.
A branch, called a klon in Bulgarian, is a registered part of the existing foreign trader and has no separate legal personality. A subsidiary is a separate Bulgarian company owned by the foreign parent, often an EOOD if the parent is its sole owner. This determines which legal person enters contracts and bears the resulting obligations. Article 17a of the Commercial Act governs the foreign-trader branch; the subsidiary follows the rules of its chosen Bulgarian company form.
For a branch, the foreign company remains the legal person behind the Bulgarian operations. A separate register record does not create a liability barrier around the branch. Article 20 permits claims arising from direct branch relations to be brought against the trader at the branch seat as well. A subsidiary has its own legal personality and company obligations, although parent guarantees or other specific legal grounds can create separate parent exposure. Review the intended contracting and financing arrangements before choosing.
The choice affects four things the client normally cares about most.
That is why the service is not just about filing a form. It is about choosing the right legal wrapper for the business model before registration begins.
The Bulgarian Commercial Act [TZ] is the core law for this choice because it contains both the branch rule and the company-form rule. Article 17a governs the entry of a foreign person’s branch in the Commercial Register, while Article 113 governs the OOD form. The first route is therefore for an already existing foreign trader. The second route is for clients who want a separate Bulgarian company, including foreign owners who are forming it from outside Bulgaria.
A simple way to test the decision is this. If the client wants the Bulgarian presence to remain legally attached to the foreign company, the branch route is usually the relevant one. If the client wants a distinct Bulgarian company with its own company file, capital and ownership structure, the subsidiary route is the right question to ask.
The key issue is not which filing is easier. It is which structure matches the intended business presence in Bulgaria.
ARG compares the proposed customer contracts, local staff, financing, management and possible future investor entry. If a new investor should acquire an interest specifically in the Bulgarian company, a subsidiary provides a separate company interest to structure. If the parent should remain the contracting person through a local establishment, examine the branch. Neither route automatically transfers a foreign licence or replaces Bulgarian sector permissions and operational registrations.
A foreign company can use the Bulgarian branch route only if it is already registered under its home law and has the right to carry on commercial activity. That is an eligibility requirement, not just a paperwork preference. If the foreign parent does not already have that standing in its own jurisdiction, the Bulgarian branch route is not available under Article 17a of the Bulgarian Commercial Act [TZ] https://justice.government.bg/home/normdoc/-14917630.
That rule has a very concrete effect. Bulgaria is not asking only whether the parent exists. It is asking whether the parent is a valid commercial actor under its own national law and whether that status already includes the right to do business. In other words, the branch is available only for an existing trader. The Bulgarian register is not the place where that foreign trader is first brought into commercial life.
Before choosing the branch route, the client should confirm the following about the foreign parent.
If those points are not clear, the branch filing is premature. The question is structural and legal, not merely administrative.
This is where the subsidiary route becomes important. Bulgarian law allows foreign natural persons and foreign legal persons to found a Bulgarian company, including an OOD or EOOD. So if the parent is not in a position to support a branch, or if the client wants a separate Bulgarian legal person for business, liability or governance reasons, the subsidiary route remains available on the same basic ownership premise. The difference is that the subsidiary is created as a new Bulgarian company rather than entered as part of the foreign trader’s existing registration.
For a client, that distinction changes the decision-making sequence. A branch answer depends first on the foreign parent’s home-law status. A subsidiary answer depends more on the desired ownership structure and corporate form. That is why ARG starts this service by checking the parent’s existing registration and business capacity before moving on to filing design.
Article 19 of the Commercial Act requires a branch to keep commercial books and requires a foreign person’s branch to prepare a balance sheet. A branch is therefore not an exemption from local financial administration. Plan the accountant, document flow, bank identification and applicable tax registrations from the start. The subsidiary also needs its own records and documented transactions with the parent.
If the parent’s home-law position is clear, the next practical step is to decide whether the business wants the Bulgarian presence to be dependent on that parent or set up as a separate company. That decision determines which registration track ARG should prepare and which documents the client needs to gather next.
Article 17a requires disclosure of the parent’s legal form, name, seat, register details, relevant representation and specified later events such as dissolution, liquidation and insolvency. The branch file must therefore stay connected to the parent’s actual position. Assign a person at the parent to notify the Bulgarian team about changes promptly; the branch manager may not otherwise learn that a foreign corporate event has changed the documents on which local authority relies.
Tell us where you live, how your business works and what you want to change. We will help you identify the questions to resolve and the next steps to consider.
If the chosen subsidiary is an OOD/EOOD, identify whether there is one owner or several and who is authorised to make the investment decision for each corporate founder. One owner uses an EOOD founding act; several members use an OOD company agreement. Obtain current parent existence and representation evidence, its competent incorporation decision and the documents establishing the ultimate ownership/control chain for relevant disclosures and bank identification.
This is not just a formal label. A single-founder structure gives you an EOOD, while a multi-founder structure gives you an OOD. The company name must also show the legal form. If the capital belongs to one person, the firm must include “EOOD”. If the company has several owners, the firm must include “OOD”. For a foreign client, that means the registration package has to match the ownership plan from the start, because the name, founding act and shareholder structure all need to align.
Article 117 sets the ordinary OOD/EOOD minimum capital at €1 and the minimum participation denomination at €0.01 from 1 January 2026. Capital above the statutory minimum must be at least seventy percent paid for initial registration under Article 119, with the minimum paid and the remaining payment terms within Article 115. Choose a commercially suitable budget separately. A €1 constitution does not fund salaries, premises or supplier payments.
For a client, the decision point is simple. If the Bulgarian business should be a separate company with its own ownership and registered legal form, the subsidiary route is the correct one. If the ownership structure is not settled, or if the founder count may still change, the filing should wait until that is resolved. ARG’s role is to make sure the corporate form, founding document and company name are consistent before the application goes in, so the subsidiary is not rejected or forced into a later correction.
A practical checklist for this route is short.
If the answer to any of those points is still open, the subsidiary filing is not ready yet.
Article 17a and Articles 31–32 of Registry Ordinance No1 require the branch application A8 and supporting evidence. Prepare the parent’s existence, commercial capacity and representation evidence; the decision to open the branch; the current constitution and redacted publication copy; the branch manager’s authority; and the manager’s notarised consent and specimen. Where the branch activity requires a licence or a statutory professional qualification, include the relevant sector evidence.
That requirement matters because the branch is entered in the Commercial Register as an extension of the foreign trader, not as a new Bulgarian company. The Registry Agency’s operational guidance confirms that the filing is handled electronically through the Commercial Register and that the branch file is opened under the foreign trader’s dossier. In practice, that means the branch application is not isolated. It sits inside the parent company’s registration track and later changes to the branch follow the same procedural route A8.
The branch manager’s mandate must match the parent’s decision and representation rules. Article 32 requires the power of attorney empowering that manager with notarisation of the foreign trader representative’s signature. That is separate from the manager’s own notarised consent and specimen. If the parent’s directors sign jointly, confirm that the mandate has been executed by the required signers before arranging authentication or translation.
One practical point is easy to miss. A branch filing is only available if the foreign parent is already registered under its own national law with the right to carry on commercial activity. So the branch package must work on two levels at once. The foreign parent must be eligible for the route, and the local branch file must be complete enough to satisfy the Commercial Register.
That is why ARG does not treat the branch as a simple document upload. The point is to make the branch manager appointment, the authority wording and the register filing sequence consistent before the application is submitted. If those parts are aligned, the file is much less likely to break later when the bank, the registry and the wider company structure each look at the same setup from a different angle.
The registration process should be organised as a sequence, not as a pile of separate tasks. The general rule under the Bulgarian Commercial Register and register of non-profit entities law is that applications for registration, deletion and announcement are filed on the prescribed form, together with documents proving the valid creation of the registered circumstance Registry Agency guidance. That rule applies to both a branch and a subsidiary, so the file has to show not only what the client wants to register, but also the legal basis for it.
The Registry Act distinguishes initial trader registration under Article 19(3) from the ordinary Article 19(2) review rule for other applications. Classify the actual application and monitor instructions under Article 22(5); do not promise one universal three-day completion period for a subsidiary and a branch. Evidence of the foreign parent, applicant powers and document form should be ready before submission, because a qualified electronic signature does not supply a missing corporate act.
For foreign documents, establish the country of origin, recipient requirement and applicable treaty, apostille or legalisation route. The MFA guidance separates authentication from Bulgarian translation. Keep names, registration numbers, representative capacities and signature dates consistent throughout the parent resolution, mandate and application. Send the final required wording to the parent before its directors book a notary appointment or commission a translation.
For a client choosing between the two routes, the sensible order is this.
ARG’s practical value is in coordinating the corporate, banking and registry steps so the file does not create inconsistencies elsewhere in the company record. That is especially important when the Bulgarian setup has to work for counterparties and banks at the same time as it satisfies the register. If the sequence is handled properly, the client reaches a usable Bulgarian presence sooner and with less need to correct the structure after filing.
Verify the parent and branch names, address, manager and scope of authority, or the subsidiary’s owners, capital and representation. Prepare the bank’s independent customer-identification package, including ownership/control and business evidence. Establish invoice details, accounting responsibilities, tax-registration assessment and required operating permissions. A register entry gives the corporate structure its recorded position; it does not itself activate a bank account, employ staff or establish permission for every proposed activity.
Agree who receives official correspondence and keeps the Bulgarian record aligned with the parent’s decisions. Preserve the signed originals, translated documents and final registry result together so a later bank or contracting party can trace the manager’s authority.
Compare the related procedures in this category, including their requirements and the stage at which you need them.
.svg)
.svg)
