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Amendments concerning the adopted amendments and supplements to the Foreigners in the Republic of Bulgaria Act, promulgated in State Gazette No. 34/2019

On 23.04.2019 in State Gazette No. 34/2019 new amendments and supplements to the Foreigners in the Republic of Bulgaria Act were promulgated. They concern the documents for primary registration at BCCI of Trade Representation Offices /TRO/ of foreign entities, pursuant to Art. 24, para 1 of the Investment Promotion Act, the making of changes and updates in the entered data of the already registered TRO and the issuance of Certificates with data from the Trade Register of BCCI for actual status of the TRO.

With regard to this, by Resolution of the Executive Council of BCCI of 25.06.2019, amendments and supplements to the Regulations for Registration into the Unified Trade Register of BCCI were adopted – in the part concerning the registration of Trade Representation Offices of foreign entities pursuant to Art. 24, para 1 of the Investment Promotion Act and the issuance of Certificates with data from the Trade Register of BCCI for the actual status of the registered Trade Representation Office.

By Resolution of the Executive Council of BCCI of 18.01.2022, amendments and supplements to the Regulations for Registration into the Unified Trade Register of BCCI were adopted in the part concerning the issuance of Certificates with data from the Trade Register of BCCI for the actual status of the registered Trade Representation Office, in particular in the required documents to prove the use of a real estate for the address /office/ of the Trade Representation Office of a foreign entity.

For your convenience, an Excerpt from the Regulations is enclosed below, containing the full information on the required documents for primary registration/changes in the registered circumstances and/or issuance of Certificate with data from the Trade Register of BCCI to Trade Representation Offices of foreign entities, as follows:

Art. 6
Item 5. For the Trade Representation Offices of foreign entities
5.1.Upon registration/change in the circumstances subject to registration of the Trade Representation Office and when BCCI is not required to issue a Certificate under Art. 19, para 1 of the Regulations for the Application of the Foreigners in the Republic of Bulgaria Act:
a) Official document certifying the current status of the foreign entity, issued by the respective competent registration authority, in accordance with its national legislation, certified for authenticity, alternatively by:
  • The Consular Section of the Embassy of the Republic of Bulgaria in the respective country;
  • The Consular Section of the Embassy of the respective country in the Republic of Bulgaria;
  • Another Consular Section representing the interests of the respective country in the Republic of Bulgaria.
Note:
  1. The document must be accompanied by a legalized translation into Bulgarian language.
  2. If the document is issued by a country member of the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (the Hague Convention), and bears an original Apostille, the document does not require any further legalization, but only has to be accompanied by a legalized translation into Bulgarian language.
  3. If the document is issued by a country with which the Republic of Bulgaria has signed a treaty on legal assistance, and the document bears original signature and stamp of the respective competent authorities, the document does not require any further legalization, but only has to be accompanied by a legalized translation into Bulgarian language.
b) If the official document under letter “a” above does not contain information about the persons – lawful representatives of the company, a second official document shall be submitted issued by a competent registration authority for the foreign entity, in accordance with its national legislation, certifying the persons representing and managing the foreign entity, duly certified for authenticity under the order specified in letter “a” above and accompanied by a legalized translation into Bulgarian language;
c) Resolution of the managing body of the foreign entity for the opening of a Trade Representation Office in the Republic of Bulgaria pursuant to Art. 24, para 1 of the Investment Promotion Act, accompanied by a translation into Bulgarian language;
d) Special, notarized power of attorney in the original, or notarized copy of it, issued by the lawful representative of the foreign entity according to registration, which authorizes another person to register and/or manage the activity of the Trade Representation Office in the Republic of Bulgaria and specifies the scope of his/her representative powers. The power of attorney has to be certified for authenticity under the order specified in letter “a” above and accompanied by a legalized translation into Bulgarian language;
e) Specimens in the original of the signatures of the representatives of the Trade Representation Office in the Republic of Bulgaria, notarized or placed before an authorized employee of BCCI’s “Trade Register and Membership” Directorate in Sofia or in the regional chambers of commerce and industry. If the specimens of the signatures have been notarized by a Notary Public abroad, they have to be certified for authenticity under the order specified in letter “a” above and accompanied by a legalized translation into Bulgarian language;
f) Document for economic activity of the foreign entity for the previous two years prior to the registration of the Trade Representation Office at BCCI, ascertained with one of the following documents:
  1. Reference from a servicing bank, or
  2. Copies of the Balance Sheets and the Profit and Loss Accounts for the previous two calendar years, certified as true copies of the original with a wet stamp and notarized signature of the lawful representative/s of the foreign entity, accompanied by a legalized translation into Bulgarian language, or
  3. Declaration on a BCCI template with a notarized signature and wet stamp from the lawful representative/s of the foreign entity, containing data for the previous two calendar years on the realised activities by basic economic indicators and financial results, accompanied by a legalized translation into Bulgarian language, or
  4. Declaration with a notarized signature and wet stamp from the lawful representative/s of the foreign entity, which indicates the web address of a publicly available online database in English language (if such is available), containing the annual accounting statements of the foreign entity for the previous two calendar years, for verification of their availability by BCCI’s “Trade Register and Membership” Directorate. This option shall be applied only in the cases when such verification can be technically conducted.
g/ Document for tax compliancy of the foreign entity for the previous two calendar years prior to the registration of the Trade Representation Office at BCCI, ascertained with one of the following documents:
  1. Certificate of absence of tax obligations, issued by the competent public authority of the country in which the legal seat of the foreign entity is situated, in compliance with its national legislation, certified for authenticity under the order of Art. 6, item 5, letter “a” and accompanied by a legalized translation into Bulgarian language, or
  2. Declaration on a BCCI template from the lawful representative/s of the foreign entity that has registered a Trade Representation Office, with notarized signature/s, in which the lack of tax obligations for the previous two calendar years is declared, accompanied by a translation into Bulgarian language, or
  3. Declaration with a notarized signature and wet stamp from the lawful representative/s of the foreign entity with a translation into Bulgarian language, which indicates the web address of a publicly available online database in English language (if such is available), maintained by the competent public body of the country where the legal seat of the foreign entity is situated, in compliance with its national legislation, for verification of the availability of such information by BCCI’s “Trade Register and Membership” Directorate. This option shall be applied only in the cases when such verification can be technically conducted.
h) Planned activities of the Trade Representation Office, ascertained with the following documents:
  1. Justification of the necessity for the existence of a Trade Representation Office, containing the goals and tasks of the Trade Representation Office, signed by the lawful representative/s of the foreign entity and stamped with the wet stamp of the foreign entity, accompanied by a translation into Bulgarian language;
  2. Annual work programmes (for the current and the next calendar years) for execution of the set goals and assigned activities of the Trade Representation Office in the Republic of Bulgaria, signed and stamped by the lawful representative/s of the foreign entity, which justify the necessity for their implementation by the declared number of persons registered as trade representatives, accompanied by a translation into Bulgarian language.
5.2. Upon submitted application/request at BCCI for the issuance of Certificate under Art. 19, para 1 of the Regulations for the Application of the Foreigners in the Republic of Bulgaria Act (including when the application/request is submitted simultaneously with the procedure for registration/change in the registration of a Trade Representation Office), the foreign entity shall enclose the following documents verifying the circumstances under Art. 24, para 1, item 6 of the Foreigners in the Republic of Bulgaria Act:
(Note: The documents under items 5.2.1. – 5.2.4. which are submitted as part of the procedure for registration/change in the registration of the Trade Representation Office shall be enclosed to the application/request for the issuance of Certificate under Art. 19, para 1 of the Regulations for the Application of the Foreigners in the Republic of Bulgaria Act only if the already submitted documents are not up-to-date as of the moment of submission of the request and the issuance of the Certificate..)
5.2.1. Official document certifying the current status of the foreign entity, issued by the respective competent registration authority, in accordance with its national legislation, certified for authenticity under the order of Art. 6, item 5, letter “a” of the present Regulations. The document must be issued no earlier than 6 /six/ months prior to its submission to BCCI.
5.2.2. Economic activity of the foreign entity for the previous two years prior to the submission of the application/request for the issuance of Certificate under Art. 19, para 1 of the Regulations for the Application of the Foreigners in the Republic of Bulgaria Act, ascertained with one of the following documents:
a) Reference from a servicing bank, or
b) Copies of the Balance Sheets and the Profit and Loss Accounts for the previous two calendar years, certified as true copies of the original with a wet stamp and notarized signature of the lawful representative/s of the foreign entity, accompanied by a legalized translation into Bulgarian language, or
c) Declaration on a BCCI template with a notarized signature and wet stamp from the lawful representative/s of the foreign entity, containing data for the previous two calendar years on the realised activities by basic economic indicators and financial results, accompanied by a legalized translation into Bulgarian language, or
d) Declaration with a notarized signature and wet stamp from the lawful representative/s of the foreign entity, which indicates the web address of a publicly available online database in English language (if such is available), containing the annual accounting statements of the foreign entity for the previous two calendar years, for verification of their availability by BCCI’s “Trade Register and Membership” Directorate. This option shall be applied only in the cases when such verification can be technically conducted.
5.2.3. Tax compliancy of the foreign entity for the previous two calendar years, ascertained with one of the following documents:
a) Certificate of absence of tax obligations, issued by the competent public authority of the country in which the legal seat of the foreign entity is situated, in compliance with its national legislation, certified for authenticity under the order of Art. 6, item 5, letter “a” and accompanied by a legalized translation into Bulgarian language, or
b) Declaration on a BCCI template from the lawful representative/s of the foreign entity that has registered a Trade Representation Office, with notarized signature/s, in which the lack of tax obligations for the previous two calendar years is declared, accompanied by a legalized translation into Bulgarian language, or
c) Declaration with a notarized signature and wet stamp from the lawful representative/s of the foreign entity with a translation into Bulgarian language, which indicates the web address of a publicly available online database in English language (if such is available), maintained by the competent public body of the country where the legal seat of the foreign entity is situated, in compliance with its national legislation, for verification of the availability of such information by BCCI’s “Trade Register and Membership” Directorate. This option shall be applied only in the cases when such verification can be technically conducted.
5.2.4.Planned activities of the Trade Representation Office, ascertained with the following documents:
a) Justification of the necessity for the existence of a Trade Representation Office, containing the goals and tasks of the Trade Representation Office, signed by the lawful representative/s of the foreign entity and stamped with the wet stamp of the foreign entity, accompanied by a translation into Bulgarian language;
b) Annual work programmes (for the current and the next calendar years) for execution of the set goals and assigned activities of the Trade Representation Office in the Republic of Bulgaria, signed and stamped by the lawful representative/s of the foreign entity, which justify the necessity for their implementation by the declared number of persons registered as trade representatives, accompanied by a translation into Bulgarian language.
5.2.5. Declaration on a BCCI template signed by each trade representative for the activities which he/she has performed in this capacity, which were planned in the annual work programme for the previous year.
5.2.6. /In force as of 01.03.2022/ Original (or a notarized copy) of document/s providing property for an office of the Trade Representation Office of a foreign entity, ensuring normal working conditions, such as:
  • A rental contract, or another type of contract for remunerative or gratuitous use, with notarized signatures of the parties, concluded for a period not shorter than one year, as of the date of submitting the application/request for the issuance of Certificate under Art. 19, para 1 of the Regulations for the Application of the Foreigners in the Republic of Bulgaria Act;
  • Deed of Ownership of the property in the name of the foreign entity.

Note: The documents are submitted in Bulgarian language, or if they are drawn up in a foreign language – with a legalized translation into Bulgarian. When the above document is submitted in the original, BCCI certifies a copy of the same for authenticity with the original and returns the original to the applicant.

5.3. Long-term residence permits can be obtained by no more than three registered representatives of the Trade Representation Office of the foreign entity