Bulgarian commercial law offers several forms through which a person may act in the name of or on behalf of a trader. The choice of the appropriate form depends on the scope of authority required, the desired degree of independence and tax considerations.
Procurator (Prokourist)
The procurator is an individual authorised by the trader to manage the enterprise. They may perform all acts connected with the commercial activity — conclude contracts, make and receive payments, and represent the trader before third parties and before the courts. The procurator is registered in the Commercial Register and the authority is granted with a notarised signature specimen.
The procurator may not transfer or pledge the enterprise, dispose of real estate or sub-delegate the procuration — these acts require a specific power of attorney. The procuration may be restricted to a specific branch or to specific types of transaction.
Commercial agent
The commercial agent acts in the name of the trader on the basis of a contract. They are an independent trader registered in the Commercial Register, whose activity is the regular provision of intermediary services. The commercial agent is entitled to remuneration (commission) for transactions concluded through them, including for transactions where the trader dealt directly with a client in the agent's exclusive territory.
Commercial broker
The commercial broker facilitates the conclusion of transactions between parties without representing either of them. They act for the account of both parties unless agreed otherwise, and owe impartiality. The broker owes both parties confidentiality regarding circumstances related to their negotiating position.
Distinction — trade representative office at the BCCI
In an immigration context the term "trade representative office" is also used for the form under the Investment Promotion Act — the registration of a representative office of a foreign company with the Bulgarian Chamber of Commerce and Industry (BCCI). This form is distinct from the above — it is not a subject of commercial law, may not carry on commercial activity, but gives the representative the right to reside in Bulgaria.
How we can help
We advise on the appropriate form for your business model, draft the contracts and powers of attorney, and handle registration in the Commercial Register. Contact us for detailed information.
Disclaimer
This article is for informational purposes only and does not constitute legal advice. The law changes — for a current and binding assessment of your situation, please contact us.
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