The trade representative office of a foreign company in Bulgaria presents an opportunity for the foreign company to enter the Bulgarian market. The trade representative office of a foreign company (TRO) does not have a separate legal personality. The foreign company is accountable for all TRO’s assets and liabilities. Thus, the TRO entry in the Bulgarian Commercial Register does not create a new legal entity. As a result, any contracts that the TRO enters become legally binding on the foreign company (foreign person).

Who can set up a TRO in Bulgaria?

Foreign persons (or legal entities) that have the right to do business in their home state are eligible to establish a TRO in Bulgaria.

Management, capital requirement and scope of activities of TRO?

Similarly to the limited liability company in Bulgaria, the foreign company appoints a manager of the TRO who must be a natural person. Another option is the manager of the foreign company to be listed as manager. There is no capital requirement.

TRO may not conduct business activities, but only non-proprietary activities, such as organising promotions, exhibitions, training or advertising of products or services.

What is the tax liability in Bulgaria of the TRO?

TROs not being separate legal entities are not subject to corporate income tax in Bulgaria. However, if TROs are involved in business transactions then for tax purposes they qualify as a “permanent establishment” Thus, the TRO may trigger corporate income tax liability for the foreign parent in Bulgaria on the profit made as a result of the TRO’s activities.

The trade representative office of a foreign company in Bulgaria must keep accounting books and prepare a separate balance sheet from the one of its parent company.

What are the necessary documents for TRO registration?

The following documents shall be duly presented for filing with the Commercial Register:

• a document certifying that the foreign person has the right to perform commercial activities in its home state
• a resolution by the foreign person (or legal entity) to establish the TRO
• a notarized sample of the signature of TRO’s manager
• receipt for paid state fee in the amount of BGN 170 (approx. EUR 87)