Regulatory and Legal Framework to Investments in Bulgaria Kamen Shoylev, New Balkans Law Office Bulgarian Investment Forum, Tokyo Chamber of Commerce and Industry, 14 December, 2012 Bulgaria: rule of law • Stable and predictable rate of domestic law-making • Role of EU legislation • 31 areas of acquis communeautaire • Role of binding international treaties: a pure monist approach to international law Bulgaria: rule of law • Civil justice • Commercial courts are trusted by parties (€33.7 mn fee revenue vs. €476 mn in England (2010)) • Regulators • Administrative justice Investment opportunities • Three typical rationales we see: • as a launchpad to the EU market; • as a production and knowledge economy base; and • because of specific local opportunities in energy, agriculture, infrastructure. As an entry point to the EU • Customs Union between Bulgaria and the other 26 (soon 27) countries of the EU • The 4 Freedoms inside the EU: • of capital; • of workers; • of goods; • of establishment and services. As an entry point to the EU • Low or no regulatory barriers for doing business within the EU • An example: passportisation • Financial intermediaries (brokerdealers) • Insurance companies • Banks and other credit institutions As an entry point to the EU • Single authorisation or licensing regimes: eg road haulage, airlines or e-money providers • Non-discrimination • Recourse to a central dispute resolution system (European courts, harmonisation of laws) State aid to certified investments • Priority projects can be related to all sectors, subject to EU State Aid rules • Subsidies not given in mining, primary agriculture and shipbuilding • Special priority projects: ≥€50mn, ≥ 200 new workplaces over 3 years or hightech and R&D: €10m + 50 working places • Industrial zones’/technology parks’ setup State aid to certified investments • Benefits: • Lowest possible cost to acquire gov’t / municipal land; waived taxes for planning status changes • Working group for project support appointed by the Council of Ministers • Financial grant scheme for up to 10% of the investment project cost (50% in R&D) As a production and knowledge economy base • An established skills base in ICT: ‘Dell’ of the Soviet bloc • A recent upstream migration of businesses to higher-end services and own products • A cluster of some 1,000 IT companies in Sofia Setting up a business • Ease - density of 7.7/1,000 (2011) • Types available - 10, of which 2 most frequently used • Capital requirements - €1 (GK)/~€12,500 (~KK) • Post-registration compliance is nononerous • Cross-border re-domiciliation Income tax on business profits • Flat rate at 10% (joint-lowest in the EU) • Simplified rules on reliefs and deductions • Withholding tax on dividends generally at 5% • Network of 68 DTAs, including Japan Income tax on business profits • Treatment of capital gains as income • No capital/asset taxes • Transfer pricing - largely OECD model • Profits of partnerships Other taxes and charges and tax administration • Transfer taxes (0.1-3% on real estate, 0.4-6.6% on inheritance estates) • Local property taxes (0.01-0.45% p.a.) • VAT - EU Consolidated VAT Directive 2006 • Filing and administration Employment • Flexibility of hiring and firing • Trade unionisation - shift from high to low • Duties of key employees and directors • Upholding of restrictive covenants • Social security contributions burden Real estate • Centralised, comprehensive national property register of titles inc. cadastral and mapping information • Use of notary system • General ease and speed of transfer of title Intellectual property • Membership of PCT, EPC, OHIM, Berne, Rome, Paris, WIPO and others • Copyright - droit d’auteur to economic rights transition - licensing issues • Trade mark protection - robust enforcement, recent move to opposition procedure for national marks Intellectual property • Patents: national + EPC, mooted “enhanced coop” • Design rights • Database rights Enforcement of intellectual property rights • Civil actions • Criminal law options • New initiatives Establishing security and financing • Central Register of Pledges • Ordinary pledges • Charges by way of mortgage: registration • Role of Company Register Dispute resolution • More specialist domestic courts • Speed • Quality of judgments • Costs follow the judgment Arbitration • Party to the New York Convention • Arbitration regularly used both domestically and cross-border, good compliance and enforcement • Multiple domestic tribunals • ICC/LCIA/AAA/Stockholm/Vienna popular seats Thank you. Questions we can help with? • For regular updates on Bulgarian investment topics, please visit www.newbalkanslawoffice.com