Overview of Foreign Investment Climate
Bulgaria has a favorable foreign investment regime, including low, flat corporate and income taxes. Promising sectors for foreign investors include: information technology, telecommunications, environmental technology (including water and waste water infrastructure), biomass, agriculture (including beverage/processed foods industry), and other sectors related to infrastructure development. European Union integration has opened new markets for Bulgarian-produced goods and services. Bulgaria’s workforce is generally well-educated and the cost of labor is the lowest in the EU. The judicial system suffers from high caseloads and frequent delays. There are no general limits on foreign ownership or control of firms nor means of screening or restricting foreign investment in Bulgaria. Foreign firms are not denied national treatment and there are no significant reports of discrimination against foreign investors. There are no requirements that nationals own shares of foreign investment and no laws authorizing firms to limit foreign investment. The country’s geographic position places it at the crossroads of Europe, the Middle East, and the former Soviet Union. A stable U.S. ally, Bulgaria is a member of NATO, the EU, and the WTO. Although the government has demonstrated political will to root out corruption and organized crime, Bulgaria’s corruption record worsened according to Transparency International (TI). TI’s Corruption Perception Index for 2011 ranked Bulgaria 86 out of 183 countries surveyed, down 13 places compared to 2010, putting Bulgaria at the bottom among EU members for perceived corruption.
Investment Trends and Policies
Sound economic performance and political stability have enabled Bulgaria to attract leading foreign investors. Gradual convergence with the EU common market, fiscal prudence, and a national currency pegged to the Euro have provided stability and incentives for increased trade and investment. After several years of solid growth, the global financial crisis caused a rapid decline in new foreign direct investment (FDI). Since 2010 the volume of new FDI dropped to very low levels: from 9 billion Euros (USD 12 billion) in 2007 to 1.7 billion Euros (USD 2.2 billion) in 2010. Weak domestic demand, reduced demand for Bulgarian exports to the rest of Europe, and decreased government spending contributed to sluggish growth of less than 2 percentage points of GDP in 2011. The government’s 2012 budget allocates twice as much as in 2011 for EU-funded development projects. (Note: Though the EU will ultimately reimburse Bulgaria for about 80 percent of this spending, Bulgaria is required to budget for the initial expenditure and to co-finance about 20 percent of each project.) In 2012, Bulgaria will focus its EU assistance particularly on road infrastructure and water and waste water infrastructure.
The 2004 Investment Promotion Act stipulates equal treatment of foreign and domestic investors. The law encourages investment in manufacturing, renewable energy, and high-technology, as well as in education and human resource development. It creates investment incentive by helping investors purchase land, provides state financing for basic infrastructure and for training new staff, and provides tax incentives and opportunities for public-private partnerships with central and local government. The law explicitly recognizes intellectual property and securities as foreign investments.
Common Forms of Investment
The most common type of organization for foreign investors is a limited liability company. The required minimum for registering a limited liability company is one Euro. Other typical corporate entities include joint stock companies, joint ventures, business associations, general and limited partnerships, and sole proprietorships.
Foreign investors must comply with the 1991 Commercial Code, which regulates commercial and company law and the 1951 Law on Obligations and Contracts, which regulates civil transactions.
The 2003 Law on Special Purpose Investment Companies (SPIC) allows for public investment companies in real estate and receivables, essentially real estate investment trusts (REITs). Since a SPIC is considered a pass-through structure for corporate income tax purposes, at least 90 percent of its net income must be distributed to shareholders as taxable dividends. A SPIC must apply for an operational license from the Financial Supervision Commission within six months of registration.
Foreign investors often encounter the following problems: a sluggish government bureaucracy, poor infrastructure, corruption, frequent changes in the legal framework, lack of transparency, and pre-determined public tenders. In addition, a weak judicial system limits investor confidence in the courts' ability as an enforcement mechanism.
U.S. industry reports continuing intellectual property rights (IPR) concerns in Bulgaria, particularly with respect to internet piracy, ineffective prosecution of IPR cases, and delays and conflicts of interest in enforcing patent protection. Current Bulgarian legislation effectively bans all biotech crop trials and production, and imposes restrictions on soy or other plant proteins in meat products.
EU accession requirements have led to the adoption of a constitutional amendment which, beginning in 2014, will allow EU citizens and entities to acquire real property, while all other foreigners will be able to do so only on the basis of an international agreement ratified by the Bulgarian Parliament. This favors EU investors over those from the United States. There are no legal restrictions against real property acquisition by locally-registered, majority foreign-owned companies, which is the method most foreigners use to purchase property in Bulgaria.
In one instance an investor in the energy sector encountered difficulties connecting a new power production facility to the national electric grid. Initially it was due to resistance at the municipal level and later due to failure of the national electric company to install the necessary grid connection. In another case, the national electric company failed to honor a commitment to upgrade the grid, resulting in the operator’s inability to use all power offered to it by the investor. Bulgaria has an excess of renewable energy proposals that significantly exceeds the capacity of the national electricity grid.
Bulgaria completed its major privatizations in the 1990s and early 2000s, and the privatization program is gradually phasing out. All state-owned property is considered for privatization, with the exception of a specific list of companies including water management companies, state hospitals, and state sports facilities. Municipally-owned property is considered for privatization upon publication of the municipal privatization list in the State Gazette. Privatization methods include: public auctions, public tenders, and public offerings. Foreign companies, including state-owned ones, may purchase Bulgarian state-owned firms and the privatization process is generally fair and transparent. The 2010 Privatization and Post-Privatization Act created a single Privatization and Post-Privatization Agency which makes privatization decisions regarding: hospitals; equity and shares in companies 50 percent or more owned by the state; state-owned property valued at between BGN 10,000 (USD 6,800) and BGN 500,000 (USD 341,000), following approval from the Minister of Regional Development and Public Works and the Minister of Finance; and state-owned property valued at over BGN 500,000 (USD 341,000), following approval from the Council of Ministers.
The Privatization and Post-Privatization Agency also oversees the implementation of privatization contracts and ensures that non-price privatization commitments (employee retention, technology transfer, environmental liability, and investment) in the privatization selection criteria are honored.
In 2011, the government sold the state tobacco holding Bulgartabac and the two most productive tobacco processing plants, in Blagoevgrad and Sofia. A privatization strategy for the sale of the arms factory in Sopot is pending in Parliament. The government has also announced plans to sell its remaining shares of two regional electricity distributors and some of its shares of the electricity grid operator and the gas infrastructure owner and operator on the local capital market. The free trade zones in Burgas, Plovdiv, and Ruse; the transit zone in Varna and the heat plant in Shumen remain in the government’s privatization plans.
Under the 2006 Law on Concessions, the state is authorized, on the basis of a concession agreement, to grant private investors a partial monopoly. Concessions are awarded on central and/or local government property on the basis of a tender and are issued for up to 35 years. The concession period may not be extended beyond this time limit. The decision for awarding a concession may be appealed before the Competition Protection Commission. There are three main concession categories: construction, services, and mining and exploration. Potential fields for concessions may therefore include construction of roads, ports, and airports; power generation and transmission; mining; petroleum exploration/drilling; telecommunications; forests and parks; beaches; and nuclear installations.
Transparency International Corruption Perception
86 (out of 183)
Heritage Foundation Economic Freedom
60 (out of 179)
World Bank Doing Business: Overall
59 (out of 183)
World Bank Doing Business: Starting a Business
49 (out of 183)
World Bank Doing Business: Dealing with Licenses
128 (out of 183)
World Bank Doing Business: Registering Property
66 (out of 183)
World Bank Doing Business: Getting Credit
8 (out of 183)
World Bank Doing Business: Protecting Investors
46 (out of 183)
World Bank Doing Business: Paying Taxes
69 (out of 183)
World Bank Doing Business: Trading across Borders
91 (out of 183)
World Bank Doing Business: Enforcing Contracts
87 (out of 183)
World Bank Doing Business: Closing a Business
90 (out of 183)
Conversion and Transfer Policies
Foreign exchange is freely accessible. The 2007 amendments to Bulgaria’s Regulation 10 of the 1999 Foreign Currency Act stipulate that anyone may import or export up to EUR 10,000 (USD 13,330) or its foreign exchange equivalent without making a customs declaration. Importing or exporting over EUR 10,000 or its foreign exchange equivalent must be declared. Exporting over BGN 25,000 (USD 17,120) in cash requires a declaration about the source of the funds, supported by documents certifying that the exporter does not owe taxes. No tax certificate is required for foreigners exporting the cash equivalent of BGN 25,000 or greater provided the amount is equal to or less than the amount declared when imported. Bulgarian law requires all international payments over BGN 25,000 to be executed via bank transfer with supporting documentation detailing the purpose of the transaction. The central bank and commercial banks record every international transaction that is equal to or more than 100,000 BGN (USD 69,000).
Expropriation and Compensation
Private real property rights are legally protected by the Bulgarian Constitution. Only in a case where a public need cannot be met by other means, the Council of Ministers or a regional governor may expropriate land provided that the owner is compensated at fair market value. No taxes are levied on the expropriation transaction. Expropriation actions of the Council of Ministers can be appealed directly to the Supreme Administrative Court on the legality of the action itself, the property appraisal, or the amount of compensation. A regional governor's expropriation can be appealed in the appropriate local administrative court. In its Bilateral Investment Treaty (BIT) with the United States, Bulgaria committed itself to international arbitration in the event of expropriation and other investment disputes.
The Judicial System
The Bulgarian Constitution serves as the foundation of the legal system and creates an independent judicial branch comprised of judges, prosecutors, and investigators. Despite reform efforts, the judiciary suffers from serious backlogs and overly formalistic or inefficient procedures that hamper the swift and fair administration of justice. Corruption remains a serious problem. The judiciary consistently scores among the least approved institutions in the country with widespread allegations of nepotism, opaque selection procedures, and political and business influences.
There are three levels of courts. The 113 regional courts exercise jurisdiction over civil and criminal cases. Above them, 29 district courts (including the Sofia City Court) serve as courts of appellate review for regional court decisions and have trial-level (first-instance) jurisdiction in serious criminal cases and in civil cases where claims exceed BGN 25,000 (USD 16,660), excluding alimony, labor disputes, and financial audit discrepancies, or in property cases where the property’s value exceeds BGN 50,000 (USD 33,330). Five appellate courts review the first-instance decisions of the district courts. The Supreme Court of Cassation is the court of last resort for criminal and civil appeals. There is a separate system of 28 specialized administrative court which rules on the legality of local and national government decisions with the Supreme Administrative Court serving as appeals instance. The Constitutional Court, which is separate from the rest of the judiciary, issues final rulings on the compliance of laws with the Constitution and legitimacy of elections.
Bulgaria has effective means of enforcing property and contractual rights. The government’s record of handling investment disputes is generally slow and bureaucratic but usually the issues are resolved. There are no outstanding investment disputes involving U.S. companies.
The 1994 Commercial Code Chapter on Bankruptcy provides for reorganization or rehabilitation of a legal entity, maximizes asset recovery, and provides for fair and equal distribution among all creditors. The law applies to all commercial entities, except public monopolies or state-owned companies established by a special law. Bank failures are regulated under the 2002 Bank Insolvency Act and 2006 Credit Institutions Act, while the 2005 Insurance Code regulates insurance company failures.
Non-performance of a monetary obligation must be adjudicated before the bankruptcy court can determine whether the debtor is insolvent. There is a presumption of insolvency when the debtor is unable to perform an executable obligation under a commercial transaction or public debt, or related commercial activities, has suspended all payments, or is able to pay only the claims of certain creditors. The debtor is deemed over-indebted if its assets are insufficient to cover its short-term monetary obligations.
Bankruptcy proceedings may be initiated on two grounds: the debtor’s insolvency, or the debtor’s excessive indebtedness. Under Part IV of the Commercial Code, debtors or creditors, including state authorities such as the National Revenue Agency, can initiate bankruptcy proceedings. The debtor must declare bankruptcy within 30 days of becoming insolvent or over-indebted. The 2010 amendments to the Commercial Code increased protection for creditors in bankruptcy proceedings by prohibiting a debtor from falsifying the date of insolvency to avoid claims after a certain date. The application for bankruptcy submitted by the debtor is published in the Commercial Register, thus providing all creditors and contractual partners with information about the bankruptcy proceedings. Should any creditor or contractual partner file a request for bankruptcy in court, such a claim is heard in the presence of both the creditor and the debtor.
Once insolvency is determined, the court appoints an interim trustee to represent and manage the company, take inventory of property and assets, identify and convene the creditors, and develop a recovery plan. At the first meeting of the creditors, a trustee is nominated; usually this is just a reaffirmation of the court appointed interim trustee.
Bankruptcy proceedings supersede other court proceedings initiated against the debtor except for labor cases, enforcement proceedings, and in cases related to receivables securitized by third parties’ property. Such cases may be initiated even after bankruptcy proceedings begin. The scope of the parties which may seek protection against a debtor’s unfair activities and appeal the court decision to initiate a bankruptcy proceeding is extended to third parties with securities, when securities have been entered in public registers before the date of the claim starting the bankruptcy procedure.
Creditors must declare to the trustee all debts owed to them within one month of the start of bankruptcy proceedings. The trustee then has seven days to compile a list of debts. A rehabilitation plan must be proposed within one month after publication of the list of debts in the Commercial Register. The 2010 amendments to the Commercial Code limit the application of the rehabilitation plan to debts approved up to the moment of submission of the rehabilitation plan.
After creditors' approval, the court endorses the rehabilitation plan, terminates the bankruptcy proceeding and appoints a supervisory body for overseeing the implementation of the rehabilitation plan. The court must endorse the plan within seven days and put it forward to the creditors for approval. The creditors shall convene to discuss the plan within a period of 45 days. The court may renew the bankruptcy proceedings if the debtor does not fulfill its obligations under the rehabilitation plan. June 2003 legislation provided for examinations for individuals applying to become trustees and obliged the Ministers of Justice and Economy to organize annual training courses for trustees. In June 2005, the ministries of Justice, Economy, and Finance published a regulation on the procedure for appointment, qualification, and control over the trustees.
The methods of liquidating assets were also revised by the June 2003 legislation to establish a legal framework for selling assets that accounts for the character of bankruptcy proceedings, thus avoiding the need to apply the Civil Procedure Code. The regime includes rules requiring publicity for asset sales.
Execution of Judgments
To execute a judgment, a final ruling must be obtained. The court of first instance must then be petitioned for a writ of execution (based on the judgment). On the basis of the writ of execution, a specialized category of professionals, execution agents, seize the assets or ensure the performance of the ordered action. Both private and state execution agents operate in Bulgaria. A new Civil Procedure Code, effective since March 2008, streamlined civil procedures, including the execution of judgments. Foreign judgments can be executed in Bulgaria. Execution depends on reciprocity, as well as bilateral or multilateral agreements, as determined by an official list maintained by the Ministry of Justice. The United States does not currently have reciprocity with Bulgaria; Bulgarian courts are not obliged to honor decisions of U.S. courts. All foreign judgments are handled by the Sofia City Court, which must determine that the judgment does not violate public decrees, standards, or morals before it can be executed.
Pursuant to its Bilateral Investment Treaty (BIT) with the United States, Bulgaria has committed to a range of dispute settlement procedures starting with notification and consultations. Bulgaria accepts binding international arbitration in disputes with foreign investors.
The most experienced arbitration institution in Bulgaria is the Arbitration Court (AC) of the Bulgarian Chamber of Commerce and Industry (BCCI). Established more than 110 years ago, the AC hears civil disputes between legal persons, one of whom must be seated outside Bulgaria. It began to act as a voluntary arbitration court between natural and/or legal persons domiciled in Bulgaria in 1989.
Arbitration is regulated by the 1988 Law on International Commercial Arbitration, which is based on the United Nations Commission on International Trade Law (UNCITRAL) Model Law. According to the Code of Civil Procedure, not all disputes may be resolved through arbitration. Disputes regarding rights over real estate situated in the country, alimony, or individual labor disputes may only be heard by the courts. In addition, under the Code of Private International Law of 2005, Bulgarian courts have exclusive competence over industrial property disputes regarding patents issued in Bulgaria.
Regarding arbitration clauses that select a foreign court of arbitration, the Code of Civil Procedure mandates that these clauses are only valid if at least one of the parties maintains its residence abroad. As a result, foreign-owned, Bulgarian-registered companies having a dispute with a Bulgarian entity can only have arbitration in Bulgaria. However, under the Law on International Commercial Arbitration, the arbitrator could be a foreign person. Under the same act, the parties can agree on the language to be used in the arbitration proceedings. Arbitral awards, both foreign and domestic, are enforced through the judicial system. The party must petition the Sofia City Court for a writ of execution. Having obtained a writ, however, the creditor then must execute the award using the general framework for execution of judgments in the country. Foreclosure proceedings may also be initiated.
Bulgaria is a member of the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards and the 1961 European Convention on International Commercial Arbitration. Bulgaria is also a signatory of the 1996 Convention on the Settlement of Investment Disputes between States and Nationals of Other States.
Mediation was first introduced in Bulgaria in 2004 with the adoption of the Mediation Act. The Bulgarian Chamber of Commerce and Industry and the American Chamber of Commerce (AmCham) opened commercial mediation centers with USAID-trained mediators. Several other mediation centers continue to operate and train new mediators. Mediation, however, is still not widely used due to limited public awareness and judges' reluctance to recommend alternative dispute resolution.
Bulgaria does not impose export performance or local content requirements as a condition for establishing, maintaining, or expanding an investment. Employment visas and work permits are required for most expatriate personnel from non-EU countries. Permanent residence permits are often difficult to obtain. Private companies cannot exceed a 1:10 ratio of non-EU residents to Bulgarian employees. The law regulating gambling imposes other requirements for non-EU investors for organizing games of chance, including foreigners having to obtain an operating license.
The Invest Bulgaria Agency (IBA), the government’s investment coordinating body, provides information, administrative services, and incentive assessments to prospective foreign investors. Foreign investments over BGN 20 million (USD 13.7 million) are deemed to be priority "Class A" investment projects. At the request of investors receiving Class A investment certificates, IBA can recommend that the competent authorities grant them free real estate (either state or municipal property). Class A investments are also eligible to apply for state financing for critical infrastructure deemed necessary for the investment plan’s implementation. Additionally, IBA represents "Class B" investment projects (over BGN 10 million, or USD 6.8 million) before government authorities, and assists with processing all administrative documents. The government policy for investment promotion is not applicable to investments in coal mining, steel production, shipbuilding, synthetic production, agriculture, and fisheries. In addition, the Investment Promotion Act gives Class A or Class B status to certain investments in high-technology manufacturing and services and in regions with an unemployment rate equal to or higher than the country average. A two-year valued-added tax (VAT) exemption on equipment imports applies to investment projects over EUR 5 million (USD 6.7 million), provided that the project will be implemented over the two-year period and creates at least 50 new jobs.
Right to Private Ownership and Establishment
Article 19 of the Constitution states that the Bulgarian economy "shall be based on free economic initiative." Private entities, both foreign and domestic, can establish and own business enterprises engaging in any profit-making activities not expressly prohibited by law. Bulgaria's Commercial Code guarantees and regulates, for both foreign and domestic entities, the free establishment, acquisition, and disposition of private business enterprises. Competitive equality is the standard applied to private enterprises in competition with public enterprises.
Protection of Property Rights
Bulgarian law protects the acquisition and disposition of property rights. The Bulgarian legal system protects and facilitates acquisition and disposition of all property rights, such as land, buildings, and mortgages.
Although Bulgarian intellectual property rights (IPR) legislation is generally adequate - and in some cases stronger than in other EU countries - industry representatives believe effective IPR protection requires stronger enforcement, including stricter penalties for offenders. The Law on Copyright and Related Rights, the Law on Patents and Registration of Utility Models, the Law on Marks and Geographical Indications, the Law on Industrial Design, and the Penal Code were all harmonized with international standards in 2006. Bulgaria is a member of the World Intellectual Property Organization (WIPO) and a signatory to key international agreements, including WIPO Internet treaties and the TRIPS Agreement.
Recognizing Bulgaria's IPR improvements, the United State Trade Representative (USTR) removed Bulgaria from the Special 301 Watch List in April 2006. Although the sale of pirated optical disc media is diminishing, internet piracy is the greatest challenge for the Bulgarian government and rights holders, maintaining levels close to 100 percent. The software piracy rate for end-users and businesses was 65 percent in 2010, according to the Business Software Alliance. The Bulgarian legal system has not kept pace with new internet-based technologies. As a result, Bulgarian courts have never successfully prosecuted internet pirates.
The 1993 Law on Copyright and Related Rights protects literary, artistic, and scientific works. Article 3 provides a full listing of protected works including computer programs (which are protected as literary works). The use of protected works is prohibited without the author’s permission, except in certain instances. Since 2000 the law has undergone major revisions to comply with EU and international legislation, including major changes in March 2011 which introduced government arbitration for contract negotiations between rights users and rights collection societies.
For films and other audio-visual works, copyrights are protected during the lives of the director, screenplay-writer, cameraman, or author of dialogue or music (if the music was created for the film) plus 70 years. The term of protection for other copyrighted works is 50 years. However, Bulgarian law limits the duration of contracts on the use of copyrighted works to no more than ten years. Rights owners may file civil claims to terminate infringing activity and seek confiscation of equipment and pirated materials. The Copyright Office in the Ministry of Culture is responsible for copyright and related rights matters in Bulgaria. Bulgarian legislation provides for criminal, civil, and administrative remedies against copyright and related rights violation, but because of the small number of court judgments, administrative remedies enforced, and sentences, law enforcement is still inadequate.
Rights holders’ representatives in Bulgaria have reached agreements with radio stations to cover 2010 and prior years, but agreement for 2011 and beyond is still under discussion. Some Bulgarian television stations have failed to renew their licensing agreements with rights holders that expired in 2010.
Bulgarian patent law has been harmonized with EU law for patents and patent protection. Patent protection is generally adequate but there are reports of conflicts of interest and delays in decision-making and informing patent holders.
Bulgaria joined the Convention on Granting of European Patents (European Patent Convention) in 2002. Bulgaria is a contracting state of the European Patent Office (EPO), whereby a patent recognized by the European Patent Convention must immediately take effect in Bulgaria after validation, which includes a process of translation of the entire patent documentation into Bulgarian and payment of a fee (starting from BGN 130 or USD 88) within three months of the day the EPO issues the patent. Bulgaria has also signed the London agreement for facilitating the validation process, which allows rights holders to submit only a translation of the patent claim and not of the whole patent. But, Bulgarian law has still not been amended to correspond to this agreement. Bulgaria is also part of the Patent Cooperation Treaty (PCT). Bulgaria grants the right to exclusive use of inventions for 20 years from the date of patent application, subject to payment of annual fees, which range from BGN 50 (USD 33.70) to BGN 1,500 (USD 1,010), depending on the time remaining before the patent expires. Innovations can also be protected as utility models (“small inventions”). The term of validity of a utility model registration is four years from the date of filing with the Patent Office. It may be extended by two consecutive three-year periods, but the total term of validity may not exceed 10 years.
Inventions eligible for patent protection must be new, involve an inventive step, and be capable of industrial application. Article 6 of the Law on Patent and Utility Model Registration lists items not regarded as inventions and Article 7 lists the exceptions to patentability. With regard to utility models, no registration is granted for methods and objects in the field of biotechnology. There is no accessible database for the registered and valid patents and utility models in Bulgaria.
Located in the Ministry of Economy, Energy, and Tourism, the Patent Office is the competent authority with respect to industrial property rights (including patent maters). The patent law describes patent application procedures and the examination process. Patent applications are submitted directly to the Patent Office and recorded in the state register. Compulsory licensing (allowing competitors in the market despite a valid patent) may be ordered under certain conditions: if the patent has not been used within four years of filing the patent application or within three years from the date of issue, the patent holder is unable to offer justification for not adequately supplying the national market, or declaration of a national emergency. Disputes arising from the creation, protection, or use of inventions and utility models can be heard and settled under administrative, civil, or arbitration procedures. Disputes are reviewed by specialized panels convened by the President of the Patent Office and may be appealed to the Sofia Administrative Court within three months of the panel's decision. The Customs Office conducts border seizures when there is reason to believe that the goods are infringing either a patent, a supplementary protection certificate (SPC), or a registered utility model. The regime is in compliance with Regulation 1383/2003/ЕС.
Pursuant to the 1996 Protection of New Plant Varieties and Animal Breeds Act, the Patent Office can issue a certificate which protects new plant varieties and animal breeds for between 25 and 30 years. In 1998, Parliament ratified the 1991 International Convention for the Protection of New Varieties of Plants. In addition, all new types of plants registered by the EU’s Community Plant Variety Office are considered effective in Bulgaria.
Responding to long-standing industry concerns, the Bulgarian government included a provision to provide data exclusivity (protection of confidential data submitted to the government to obtain approval to market pharmaceutical products) in its Drug Law. Bulgaria grants supplemental protection certificates for pharmaceutical products and plant protection products under EU regulations. This protection is similar to that provided in the U.S.
In 1999, Parliament passed a series of laws on trademarks and geographical indications, industrial designs, and integrated circuits in accordance with TRIPs (WTO’s Trade Related Aspects of Intellectual Property) requirements and the EU Association Agreement. The Trademarks and Geographical Indications Act (TGIA), as amended in 2005 and 2006 to comply with EU standards, regulates the establishment, use, suspension, renewal, and protection of trademarks, collective and certificate marks, and geographic indications.
The right for marks (trademarks, service marks, and collective and certificate marks) is acquired through registration and is valid from the date of filing the application. The right of registration belongs to the first applicant. Co-ownership of marks is allowed.
With amendments to the TGIA that entered into force in March 2011, all applications which comply with the basic requirements of the law are published. Interested parties then have three months from the date the application is published in the national gazette to file an objection.
Bulgaria is a member of the Lisbon Agreement for the Protection of Appellations of Origin and their International Registration.
Right of priority with respect to trademarks that do not differ substantially is given to the application that was filed in compliance with Article 32 of the TGIA. Right of priority is also established on the basis of a request made in one of the member countries of the Paris Convention for the Protection of Industrial Property or of the World Trade Organization. To exercise the right of priority, the applicant must file a request within six months of the date the other party files.
A trademark is normally granted within eighteen months of filing a complete application. Refusals can be appealed to the Disputes Department of the Patent Office. Decisions of this department can be appealed to the Sofia Administrative Court within three months of the decision. The right of exclusive use of a trademark is granted for ten years from the date of submitting the application. Extension requests must be filed during the final year of validity and can be renewed up to six months after its expiration. Protection is terminated if a trademark is not used for a five-year period.
Trademark infringement is a significant problem in Bulgaria for U.S. cigarette and apparel producers, and smaller scale infringement affects other U.S. brands. Bulgarian legislation provides for criminal, civil, and administrative remedies against trademark violation. Civil legal infringement actions may be conducted, including seizure and destruction of the infringing products and compensation for damages. The claimant may request compensation ranging from BGN 500 to BGN 100,000 (USD 345 and USD 69,000). In addition, the claimant may request possession of the infringing articles and compensation for expenses incurred in destroying the articles. All civil actions are heard by Sofia City Court.
Bulgaria has no simplified border control procedure for the destruction of seized fake goods without civil or criminal trial.
The TGIA imposes a fine of BGN 500 (USD 345) to BGN 1,500 (USD 1,035) on any physical person who is selling goods or services that bear a sign that is identical or similar to a registered mark without the proprietor’s consent. Legal entities are fined between BGN 1,000 (USD 690) and BGN 3,000 (USD 2,070). The fine for repeated offenses is between BGN 1,500 (USD 1,035) and BGN 3,000 (USD 2,070) for physical persons and between BGN 3,000 (USD 2,070) and BGN 5,000 (USD 3,450) for legal entities. The Criminal Code prohibits use of a third person’s trademark without the proprietor’s consent, punishable by imprisonment of up to five years and a fine of up to BGN 5,000 (USD 3,450). If the act is repeated or significant damages result, the punishment can be extended up to eight years of imprisonment and a fine between BGN 5,000 to BGN 8,000 (USD 5,517). In practice criminal court rulings are rare and sentencing is lenient.
In Bulgaria, trademarks, service-marks, and rights to geographic indications are only protected pursuant to registration with the Bulgarian Patent Office or an international registration (under the Madrid Agreement and the Madrid protocol) designating Bulgaria; they do not arise simply with “use in commerce” of the mark or indication. Legal entities cannot be held liable under the Criminal Code. Criminal penalties for copyright infringement and willful trademark infringement are limited compared to enforcement mechanisms available under U.S. law.
Under Bulgarian law, industrial designs which are new and original can be granted certificates from the Patent Office and entered in the state register. The term of protection is 10 years, renewable up to 25 years. Bulgaria is a contracting state of The Hague Agreement Concerning the International Deposit of Industrial Designs. With respect to third parties, an international registration shall have effect in Bulgaria as of the date of expiration of the six-month period under Article 8 (1) of the Hague Agreement. Enforcement of industrial design is similar to trademarks enforcement.
Transparency of the Regulatory System
In general, the regulatory environment in Bulgaria is characterized by complex regulations, lack of transparency, and arbitrary or weak enforcement. These factors create incentives for public corruption and, as a result, foreign investors may experience a cumbersome investment climate.
Bulgarian law defines 41 operations that must be licensed and includes registration and permit regimes. The law requires all regulations to be justified by defined need (in terms of national security, environmental protection, or personal and material rights of citizens), and prohibits restrictions incidental to the stated purposes of the regulation. The law also requires that the regulating authority perform a cost-benefit analysis of any proposed regulation. In addition, the law eliminates bureaucratic discretion in granting requests for routine economic activities, and provides for "silent consent" when the government does not respond to a request in the allotted time. While the law creates a ground-breaking normative framework, implementation and consistent enforcement are still lacking. Local companies in which foreign partners have controlling interests may be requested to provide additional information or meet mandatory requirements in order to engage in certain licensed activities including production and export of arms and ammunition; banking and insurance; and exploration, development, and exploitation of natural resources.
Major Taxation Issues Affecting U.S. Businesses
Bulgaria has one of the lowest tax rates in the EU with a flat 10-percent tax on corporate and individual income. Certain tax incentives, such as an exemption from corporate taxes, apply in regions of high unemployment. To simplify tax calculations for small enterprises, physical persons in certain small-scale industries – usually companies with turnover less than BGN 50,000 (USD 34,500) annually -- such as craftsmen, tradesmen, and small hotel owners pay a "presumptive tax” (in lieu of the 10 percent tax), according to a schedule established by Parliament. The amount of the "presumptive tax" is determined by and payable to municipal authorities.
Dividends (and liquidation quotas) distributed by a Bulgarian resident company to non-EU investors are subject to a withholding tax of 5 percent. There is zero tax rate on all capital gains earned on the regulated market. An annual 30-percent depreciation rate is applied to investment in new machinery and other equipment, and an annual 50-percent depreciation rate is applied on computer hardware and computer software.
The Treaty for Avoidance of Double Taxation (TADT) between the United States and Bulgaria (2007) applies only to direct taxes and excludes indirect levies, such as value-added and excise taxes and social contributions (pension, health, and unemployment funds). It also applies to all sources of income that residents of either state have received "at source" in the other state. The TADT is designed to reduce the tax burden for residents of both states and to stimulate cross-border trade and investment.
Foreign employees are required to have the same insurance and unemployment compensation packages as Bulgarian employees. Employers must pay 60 percent of all social security and health fund contributions. Employers must contribute 13 and 4.8 percent of employees’ gross wages for social security and health insurance respectively. Employers must also pay 0.6 percent of an employee’s wages to an unemployment fund. Companies contribute one percent of gross wages to a workers’ compensation fund. The monthly maximum for social contributions is BGN 2,000 (USD 1,370).
Bulgaria has a 20 percent single-rate value-added tax (VAT). For certain tourist services VAT is levied at nine percent. VAT registration is mandatory for companies with turnover exceeding BGN 50,000 (USD 34,250) annually. Bulgaria has adopted the EU rules for applying VAT on goods and services traded between Bulgaria and the other EU member states.
Except as noted above, all goods and services are subject to VAT except exports, international transport, and precious metals supplied to the central bank. For specific purposes, deliveries relating to certain health, social, culture, religion, sports, and financial projects can be exempt from the VAT. VAT payments are generally refunded when goods are re-sold. Exporters may claim VAT refunds within a 30-day period. Excise taxes are levied on tobacco, alcoholic beverages, fuels, certain types of automobiles, and gambling proceeds. Investors are entitled to VAT refunds on locally-purchased goods within 30 days if they meet certain investment criteria.
Foreign investors have asserted that widespread tax evasion, combined with weak enforcement, places them at a disadvantage. Another problem underscored by investors is frequent revision of tax laws, sometimes without sufficient notice.
The Energy Law establishes a predictable regulatory environment in the energy sector where the key regulatory responsibilities are vested with the State Water and Energy Regulatory Commission (SWERC) - an independent body. In mid-2007, the electricity distribution market in Bulgaria was liberalized to comply with EU energy legislation. Despite the liberalization, in practice there is only one power supplier for any given region of Bulgaria and the price of electricity is regulated by SWERC. The 2011 Renewable Energy Law mandates a process for selecting power projects for connection to the electricity grid and gives producers of renewable energy a predictable rate of return on their investments.
The 2008 Law on the Protection of Competition (the "Competition Law") is intended to implement EU rules which promote competition and consumer protection. The Competition Law forbids monopolies, restrictive trade practices, abuse of market power, and unfair competition. Companies are prohibited from: direct or indirect abusive pricing practices, distribution of market shares and supply sources; limiting manufacturing development to the detriment of consumers, discriminatory treatment of competing customers, tying contracts to additional and unrelated obligations, and use of economic coercion to cause mergers. The law prohibits certain forms of unfair competition: damaging competitors’ goodwill; misrepresentation with respect to goods or services; misrepresentation with respect to the origin, manufacturer, or other features of goods or services; use or disclosure of someone else's trade secrets in violation of good faith commercial practices; and "unfair solicitation of customers" (promotion through gifts and lotteries). Monopolies can only be legally established for certain categories of activities: railway and postal services, atomic energy, production of radioactive materials, and weapons production. The Competition Commission defines market concentration of 15 percent оr mоrе as potentially damaging to competition. It also defines market concentration of 25 percent or more as potentially damaging to competition if the companies involved are operating in different markets (and are not competitors).
Efficient Capital Markets and Portfolio Investment
Since 1997, the Bulgarian Stock Exchange (BSE) has operated under a license from the Securities and Stock Exchange Commission (SSEC). The 1999 Law on Public Offering of Securities regulates the issuance of securities, securities transactions, stock exchanges, and investment intermediaries. The 2002 comprehensive amendments to this law establish significant rights for minority shareholders of publicly-owned companies in Bulgaria. In addition, they create an important foundation for the adoption of international best practices for corporate governance principles in public companies.
The BSE’s infrastructure has substantially improved in recent years, including the establishment of an official index (SOFIX), an internet-based trading system, and a growing number of brokers. Investors access the BSE to trade corporate stock, government bonds, corporate bonds, Bulgarian Depositary Receipts, municipal bonds, and mortgage-backed bonds. The stock exchange operates three other indexes in addition to the official SOFIX: BG40, BG TR30, and BGREIT.
Total market capitalization amounted to BGN 10.8 billion (USD 7.3 billion) in 2010, a decrease of 8.8 percent compared to 2009. In 2010, total turnover was BGN 683 million (USD 464.6 million), nearly unchanged from BGN 683.8 million in 2009. In December 2011, BSE’s turnover received a significant boost from the sale of the 33-percent government minority stake in one of the three regional electricity distributors, which sold for BGN 94 million. The majority of BSE’s equity is owned by the Ministry of Finance (50.05 percent) and by investment intermediaries and commercial banks (33 percent). The remaining BSE capital is allocated among other local and foreign legal entities, natural persons, and institutional investors.
The Banking System
The Bulgarian banking system has undergone considerable transformation since its virtual collapse in 1996 and now demonstrates both high predictability and client and investor confidence. There are 31 commercial banks (24 subsidiaries and 7 branches), with total assets of BGN 73.7 billion (USD 50.1 billion). Approximately 55 percent of bank assets are concentrated in the top five banks: Bulbank, DSK Bank, United Bulgarian Bank (UBB), Eurobank EFG Bulgaria, and Raiffeisen.
In 2003, Bulgaria completed the privatization of its state-owned banks, attracting some strong foreign banks as strategic investors. Foreign investors drawn to the Bulgarian banking industry include UniCredito Italiano SpA (UCI), BNP PARIBAS, KBC, National Bank of Greece, Societe Generale, Raiffeisen International, OTP Group, and Citibank.
Bulgaria’s banking system is highly capitalized. The average capital adequacy ratio (capital base to risk-weighted credit exposures) for the banking system has steadily declined from 43 percent in 1998 to 17.5 percent in 2010, but still remains above the Bulgarian National Bank’s requirement of 12 percent. Domestic banks have responded to the global financial crisis by reducing risk exposure through increased interest rates on both deposits and loans. Non-performing loans (those over 90 days overdue) were 12 percent of banks’ total loan portfolios in 2010. The rate of bad loans increased to over 15 percent in 2011.
The Bulgarian government finances some of its expenditures by issuing bonds in capital markets. Commercial banks are the primary purchasers of these instruments. EU-based banks are eligible to be primary dealers of Bulgarian government bonds.
In order to acquire Bulgarian government bonds, a foreign bank must register with the Ministry of Finance and open a “custody account” in Bulgarian Leva.
The Investment Promotion Act defines securities, including treasury bills, with maturities over six months as investments. Repatriation of profits is possible after presenting documentation that taxes have been paid.
Competition from State-Owned Enterprises (SOEs)
Upon EU accession, Bulgaria was recognized as a fully operating market economy, in which the majority of the companies are private. The state’s monopoly in railway infrastructure is among the few exceptions.
Corporate Social Responsibility
There is a growing awareness of corporate social responsibility among both producers and consumers, but it is not always clear that expectations are as high for domestic firms as for foreign investors.
There have been no incidents in recent years involving politically-motivated damage to projects or installations. Rather, violence in Bulgaria is primarily criminal in nature.
Corruption continues to be one of the most difficult problems in Bulgaria’s investment climate. Numerous high-profile anti-smuggling operations have generally had a deterrent effect on contraband, but well-established human trafficking, narcotics, and contraband smuggling channels that contribute to corruption in Bulgaria still exist. Law enforcement capacity remains limited and the authorities opt for easy-to-prove, low-level corruption cases. As a result, progress on cases of high public interest, involving alleged siphoning of millions from the state coffers, such as the public procurement for big energy infrastructure projects, have not generally been pursued.
The Prosecution service, the State Agency for National Security, and the Ministry of Interior are the primary institutions responsible for combating corruption. A new government analytical center for curbing corruption (BORCOR) was set up in 2011 but is not yet fully staffed and operational. Bulgaria has laws, regulations, and penalties to combat corruption effectively, but internal oversight within institutions is often weak. Bribery is a criminal act under Bulgarian law for both the giver and the receiver. Individuals who mediate and facilitate a bribe are also held accountable. Penalties range from one to fifteen years imprisonment along with possible confiscation of property depending on the circumstances and seriousness of the case. In the most egregious cases, the Penal Code calls for prison terms of 10 to 30 years. Bribing a foreign official is also a criminal act. The government does not require companies to establish internal codes of conduct nor compliance programs to detect and prevent bribery.
Bulgaria has an NGO sector that monitors corruption and organized crime, including a local chapter of Transparency International (TI). Bulgaria ranks 86th of 183 countries in TI's Corruption Perception Index for 2011, down 13 places from 2010.
In 1998, Bulgaria was one of the first non-OECD nations to ratify the OECD Anti-Bribery Convention. Bulgaria has also ratified the Council of Europe’s Convention on Laundering, Search, Seizure, and Confiscation of Proceeds of Crime (1994) and Civil Convention on Corruption (1999). Bulgaria has signed and ratified the UN Convention against Corruption (2003); the Additional Protocol to the Council of Europe’s Criminal Law Convention on Corruption; and the UN Convention against Transnational Organized Crime.
Bilateral Investment Agreements
Bulgaria is a signatory to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States and the Agreement Establishing the World Trade Organization.
Bulgaria has a Bilateral Investment Treaty (BIT) with the United States, which guarantees national treatment for U.S. investments and creates a dispute settlement process. The BIT also includes a side letter on protections for intellectual property rights. The Governments of Bulgaria and the United States exchanged notes in 2003 to make Bulgaria’s obligations under the BIT compatible with its EU obligations, and finalized the process in January 2007.
As of 2011, Bulgaria has bilateral investment treaties signed with the United States and the following countries: Albania, Algeria, Argentina, Armenia, Austria, Bahrain, Belarus, Belgium, China, Croatia, Cuba, Cyprus, Czech Republic, Denmark, Egypt, Finland, France, Georgia, Germany, Greece, Hungary, India, Indonesia, Iran, Israel, Italy, Jordan, Kazakhstan, Kuwait, Latvia, Lebanon, Libya, Lithuania, Luxembourg, Macedonia, Malta, Moldova, Mongolia, Montenegro, Morocco, Poland, Portugal, Qatar, Romania, Russia, Serbia, Singapore, Slovakia, Slovenia, South Korea, Spain, Sweden, Switzerland, Syria, Thailand, The Netherlands, Tunisia, Turkey, Ukraine, United Kingdom, Uzbekistan, Vietnam, and Yemen.
As of 2011, Bulgaria has signed bilateral double taxation treaties with the United States and the following countries: Albania, Algeria, Armenia, Austria, Azerbaijan, Bahrain Belarus, Belgium, Canada, China, Croatia, Cyprus, Czech Republic, Denmark, Egypt, Estonia, Finland, France, Georgia, Germany, Greece, Hungary, India, Indonesia, Iran, Ireland, Israel, Italy, Japan, Jordan, Kazakhstan, Kuwait, Latvia, Lebanon, Lithuania, Luxembourg, Macedonia, Malta, Moldova, Mongolia, Montenegro, Morocco, North Korea, Norway, Poland, Portugal, Qatar, Romania, Russia, Serbia, Singapore, Slovakia, Slovenia, South Africa, South Korea, Spain, Sweden, Switzerland, Syria, Thailand, The Netherlands Turkey, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vietnam, and Zimbabwe.
OPIC and Other Investment Insurance Programs
In 1991, the Overseas Private Investment Corporation (OPIC) and the Bulgarian government signed an Investment Incentive Agreement, which governs OPIC’s operations in Bulgaria. OPIC provides medium- to long-term funding through direct loans and loan guarantees to eligible investment projects in developing countries and emerging markets. OPIC also supports a number of privately owned and managed equity funds, including a regional fund for Southeast Europe created in 2005 for investments in companies in Bulgaria and other Balkan countries. OPIC's Small- and Medium-Size Financing is available for businesses with annual revenues under USD 250 million. OPIC's structured financing focuses on U.S. businesses with annual revenue over USD 250 million and supports large capital-intensive projects such as infrastructure, telecommunications, power, water, housing, airports, technology, and financial services.
OPIC offers American investors insurance against currency inconvertibility, expropriation, and political violence. Political risk insurance is also available from the Multilateral Investment Guarantee Agency (MIGA), which is a World Bank affiliate, as well as from a number of private U.S. companies.
Bulgaria is a signatory to the Convention Establishing the Multilateral Investment Guarantee Agency.
Bulgaria’s workforce officially consists of 3,361,300 (third quarter 2011) men (52.7 percent) and women (47.3 percent), many of whom are skilled in sciences, information technology, customer service, and foreign languages. The official adult literacy rate in Bulgaria is 98.3 percent. A high percentage of the workforce has completed some form of secondary, technical, or vocational education. Many Bulgarians have strong backgrounds in engineering, medicine, economics, and the sciences, but there is a shortage of professionals with Western management skills. The demand for skilled managers is increasing with an influx of high technology, innovative, and knowledge-based companies from the EU. The aptitude of workers, the relatively good number of those who speak English, and the relative low cost of labor are considerable incentives for foreign companies, especially those that are labor-intensive, to invest in Bulgaria.
The Bulgarian Constitution recognizes workers' rights to join trade unions and organize. The National Council for Tripartite Cooperation (NCTC) provides a forum for dialog among government, employer organizations, and trade unions on issues such as cost-of-living adjustments. An established practice of negotiating the so-called “social security thresholds” between trade unions and the employers organizations each year helps determine the formula for calculating the relative amount of employer and employee social security contributions.
Bulgaria has two large trade union confederations represented at the national level, the Confederation of Independent Trade Unions of Bulgaria (CITUB) and the Confederation of Labor “Podkrepa” ("Support"). As of 2010, estimated trade union membership was 390,000 for CITUB and over 120,000 for Podkrepa.
There are very few restrictions on trade union activity, but employees in smaller private firms are often not represented by trade unions. In addition, there are six nationally recognized employer organizations currently in Bulgaria which target different industry and company membership.
Under the Bulgarian Labor Code, employer-employee relations are regulated by employment contracts. The framework of the employment contracts can be shaped through collective bargaining. Collective labor contracts can be concluded at the sectoral level, enterprise level, and municipal level. The labor code addresses worker occupational safety and health issues, mandates a minimum wage (determined by the Council of Ministers), and prevents exploitation of workers, including child labor. The labor code clearly delineates employer rights. Disputes between labor and management can be referred to the courts, but resolution is often subject to delays. Neither foreign companies nor majority foreign-owned Bulgarian companies are exempt from the requirements of the labor code.
Over the last ten years, the labor code has been amended to address labor market rigidities and bring labor legislation into compliance with EU requirements. In 2008, the Parliament passed changes in the labor legislation to increase fines to BGN 15,000 (USD 10,100) for labor code violations. The minimum annual paid leave is 20 days, but could be set higher by a collective labor agreement. The minimum wage is BGN 270 (USD 186.2) per month.
The National Institute for Conciliation and Arbitration (NICA) developed a framework for collective labor dispute mediation and arbitration. NICA includes representatives from labor, employers, and government. NICA-sponsored collective labor dispute resolutions are still few in number. Several of the appointed mediators received basic mediation skills training from the U.S. Federal Mediation and Conciliation Service. There are 31 appointed mediators and 30 arbiters, proposed by social partners and approved by NICA’s Supervisory Board.
Foreign Trade Zones/Free Ports
There are six duty-free zones in Bulgaria: Ruse and Vidin ports on the Danube; Plovdiv; Svilengrad (near the Turkish border); Dragoman (near the Serbian border); and Burgas port on the Black Sea. They are all managed by joint stock or state-owned companies. The government provided land and infrastructure for each zone.
Foreign individuals and corporations, and Bulgarian companies with one percent or more foreign ownership may operate in a duty-free zone. Thus, foreign-owned firms have equal or better investment opportunities in the zones compared to Bulgarian firms. All forms of legal economic activity are permissible in duty-free zones. Foreign, non-EU goods delivered to the duty free zones for production, storage, processing, or re-export are VAT and duty exempt. Bulgarian goods may also be stored in duty free zones with permission from the customs authorities. With Bulgaria in the EU, the duty-free zones no longer apply tax and duty exemptions to exports from Bulgaria to other EU countries.
EU integration has encouraged regional authorities to attract outside investors to spur local economic development. In partnership with the private sector, they provide resources (land, infrastructure, etc.) for the development of industrial zones and technological parks, which are different from duty-free zones in that they do not provide for any form of preferential tax treatment. Bulgaria has 14 industrial zones, hosting both local and foreign investors operating there. There are 21 other zones with infrastructure ready for new investors and about 27 industrial zones are under development. Investors can get more detailed information from the web site of the government Investment Agency at: http://www.investbg.government.bg/industrialzonescatalog/ The government has established a National Industrial Zones Company to support the establishment of industrial zones and technological parks and enable a stable FDI inflow.
Foreign Direct Investment Statistics
Total FDI in Bulgaria
Year in millions USD
Total since 1992 50,681.70
(Sources: Bulgarian National Bank; Invest Bulgaria Agency)
FDI by Country of Origin (1996-2010)
Country, in millions EUR
Czech Republic 1,125.6
(Source: Bulgarian National Bank)
*These figures from the Bulgarian National Bank underestimate the volume of U.S. investment in Bulgaria because they do not account for investment by U.S. firms through their European subsidiaries.
FDI by industry (1998-2010)
Industry, in millions EUR
Real Estate, Rent and Real Estate Services 8,406.9
Financial services 7,516.3
Trade and repairs 6,489
Electricity, gas, and water 2,501.6
Telecommunications and transport 1,968.4
Hotels and restaurants 660
Agriculture, forestry, and fishing 216
(Source: Bulgarian National Bank)
Major Foreign Direct Investments (2004-2011)
Investor/Description Country USD millions
AES Thermal Plant at Maritza Istok U.S. 2,049
TL Property Company - Sofia Airport Center U.S. 489
IWC Wind Farm at Lozenets (near Dobrich) Germany 411
Contour Global Thermal Plant at Maritza Istok U.S. 300
Consortium Wind Energy in Shabla Austria 405.5
Sisecam Group Flat Glass, Glassware, and Mirror Turkey 366.7
Italchementi Reconstruction and Modernization at Devnya Cement Plant Italy 362
Cumerio Construction of a Copper Refinery and Smelter Expansion Belgium 263
Carrefour in Sofia France 160
(Source: Invest Bulgaria Agency)
Bulgarian Investment Abroad by Country of Investment (1999-2010)
Country, in millions USD