Doing business in Bulgaria from abroad

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Doing business in Bulgaria has never been easier. Company incorporation as well as all possible forms of starting business in Bulgaria are entirely covered by the modern and sophisticated corporate legislation adopted by The Republic of Bulgaria which consisting of Codes, Acts, Ordinances, etc. Generally speaking all available applicable laws in force allow miscellaneous commercial and other real life business activities under many various forms. The major and most important of the above mentioned and described acts that do regulate the entire complicated process of doing business in Bulgaria are the Constitution, the Commercial Code, and the Act on Contracts and Obligations. There also exist other acts and laws but they are applicable in specific cases – for example if some type of business requires licensing. Bulgarian economy is very liberal and licenses apply to a very limited number of business activities (for example weapons, gambling, etc.).

If you are a foreign national, permanently living abroad, and you have already appreciated the big benefits of doing business by running a Bulgarian company, then maybe you have already asked yourself the question whether it is possible to incorporate a company in Bulgaria and then run it from abroad or you still have to come to Bulgaria personally.

If you have the option for coming to Bulgaria, no matter the reason why, the best option would be to act personally while setting up your business in Bulgaria. This of course does not mean to prepare all required paperwork and other required documents personally. It means that you will have to sign all related documents that someone, usually a trustworthy Bulgarian business lawyer, has already drafted on your behalf. If all documents have already been exchanged by post or e-mail and certainly approved by the owner/s or respectively shareholder/s, then the latter will only have to sign the documents, some of which before a notary public. All this takes from a couple of minutes to an hour.

If however you are not planning an initial business trip to Bulgaria, then you should bear in mind that there is an option for your new Bulgarian company to be incorporated without your physical presence in the country. In this case you can have the documents posted or e-mailed to you – which, upon receipt, you will sign and post back to your Bulgarian company representative (e.g. a corporate attorney etc.).

The only problem in the above described scenario is the necessity of witnessing some of the documents. As explained earlier, there is an option for these papers to be witnessed by a notary, even a notary abroad. A common problem for many investors who want to do business in Bulgaria is that Bulgarian commercial laws do not allow solicitors to witness signatures on documents as it is in many countries around the world – and only notaries are allowed to carry out this job. Notarizing documents abroad is a little but more difficult because once notarized, the papers then have to be legalized. Which means a little more time and expenses. An exception to this rule are countries Bulgaria has singed legal assistance treaties with – in which case documents get automatically recognized without being legalized. The last option in this regard, which is preferred by foreign citizens, is the company documents to be witnessed in any Bulgarian embassy around the world. Even if you live in Russia, you can still go to the Bulgarian embassy in London, UK, and do this job successfully.

Following the Bulgarian company registration process successful end, owners or shareholders start actively doing business in Bulgaria (as this what they have established the company for after all).

The first question in this regard is related to the scope of business activities of commercial companies in Bulgaria. They can do virtually any kind of business they wish. Or do no business at all – something that is not prohibited but even allowed. In the latter case the company pays no taxes, nor any other sort of contributions to the state. The only expenses on account of the LLC or other type of corporate body are the accounting and / or legal charges which are due annually for filing nil returns.

Upon registration Bulgarian companies declare their business activities with the Trade Register. But are they restricted with the exact activities that they have stated at the time of initial incorporation? No, they are definitely not. Even if a company, at the time of the business start-up, declares production of some sort of goods, later on it can start doing other type of business in Bulgaria, EU or around the world, e.g. dealing with distribution of goods even if this is not explicitly mentioned in the official companies register. But aren’t there any limitations after all? Yes, there are limitations for doing business in Bulgaria of course but they are related to some sectors which are monopolized by the state – e.g. military production, etc. Some other specific commercial activities could be subject to initial licensing – for example production of drugs, etc.

To summarize things up – almost all of the things described above can be done either personally by foreign businessmen who are doing business in Bulgaria or from abroad via proxies – trustworthy lawyers, managers, etc. Many things can also be done over the internet – e-banking, real time business monitoring, etc. Having in mind this, may foreign investors have already developed a successful business in Bulgaria without their physical presence in the country.

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