Power of Attorney in Bulgaria — Types, Form and Limitations (2026)

Legal framework

The law of representation and power of attorney in Bulgaria is set out in a handful of interlocking statutes, with the core framework in the Obligations and Contracts Act (OCA).

• Obligations and Contracts Act (OCA), Chapter “Representation” (Articles 36–43) — the general rules on voluntary representation and powers of attorney. Key provisions are:
  • Art. 36 OCA — definition of representation and the legal effects on the principal;
  • Art. 37 OCA — form of the authorization; the central rule that the form of the PoA follows the form of the underlying transaction;
  • Art. 38 OCA — prohibition on self-dealing;
  • Art. 39 OCA — scope and limits of representative power;
  • Art. 41 OCA — grounds and effect of revocation;
  • Art. 42 OCA — legal consequences of acting without authority and subsequent ratification;
  • Art. 43 OCA — sub-delegation.
• Commerce Act, Art. 129(2) — expressly requires notarial certification of both signature and content (simultaneously) for transfers of shares in a Bulgarian limited liability company (OOD), which extends to the corresponding power of attorney.
• Notaries and Notarial Practice Act — governs notarial certifications, including signature certification, signature-and-content certification and notarial notices.
• Code of Civil Procedure (CCP) — regulates the form of PoAs for procedural representation, including the relaxed regime for the attorney’s (advocate’s) PoA.
• Special statutes — including the OCA provisions on real estate transactions, the Tax and Social Security Procedure Code, the Code of Private International Law and others.

For practitioners in corporate law, real estate and tax matters a working knowledge of these provisions is essential, not least because Supreme Court case law — above all Interpretative Decision No. 5/2014 of the General Assembly of the Civil and Commercial Chambers — has adopted a strict approach to form.

Types of representation

Before looking at the types of PoA it is important to distinguish between the various types of representation under Bulgarian law; the PoA is an instrument of only one of them — voluntary representation.

This article focuses on voluntary representation, which arises from a unilateral juridical act — an authorization granted by the principal in favour of the attorney-in-fact (agent).

Types of power of attorney by form

Bulgarian law recognises several forms of PoA, arranged by increasing degree of formality. The choice between them is not a matter of preference but a mandatory requirement flowing from Art. 37 OCA and the relevant special statutes.

1. Plain written PoA

   A written instrument signed by the principal, with no notarial involvement. This is the lightest form and is sufficient for most day-to-day situations — dealing with an employer, a school, or municipal administration for information requests and other acts that are not subject to a special regime.

2. Written PoA with notarized signature

   The notary certifies the identity of the signatory and the authenticity of the signature. The content of the document is not examined on the merits — the notary does not attest that the text reflects the principal’s true intent or complies with the law. This form is required, for example, for vehicle registration, certain banking actions, and for procedural representation by a non-lawyer.

3. Written PoA with notarization of BOTH signature AND content (simultaneously)

   This is the strictest form of voluntary authorization in Bulgarian law. The notary certifies, at one and the same time, the principal’s signature and the text of the document. The two certifications must be carried out simultaneously — performing them at different moments does not satisfy Art. 37 OCA. This form is mandatory for PoAs relating to dispositions of real estate, creation of mortgages, transfers of OOD shares and other special transactions.

4. Notarial deed

   An exceptionally rare form for a PoA, used only where the law expressly so requires. In practice it is almost never used for powers of attorney.

The key rule: form follows the transaction

The main principle established by Art. 37 OCA and confirmed by the case law is that the form of the PoA follows the form of the underlying transaction. Where the main transaction requires a notarial deed (for example, a sale of real estate), Art. 37 OCA allows a concession: the PoA may take the lighter form of a written instrument with simultaneous notarization of signature and content. This legislative compromise allows the principal not to appear in person before the notary drafting the deed — but it imposes its own, very strict form on the PoA itself.

Failure to comply with this requirement renders the PoA null and void, and with it the transaction concluded on its basis. This is one of the most common causes of failed real estate deals in Bulgaria.

Types of power of attorney by scope

Beyond form, PoAs also differ in the scope of representative power they confer. This distinction has direct practical consequences, especially for real estate and corporate transfers.

• General PoA — confers authority over a broad, undefined range of matters. It is suitable for day-to-day operational matters (correspondence, document filings, obtaining information) but cannot be used to dispose of real estate or to transfer OOD shares. This is firmly established by Interpretative Decision No. 5/2014 of the General Assembly of the Civil and Commercial Chambers of the Supreme Court of Cassation, which requires a special PoA for dispositive actions, identifying the asset and the type of transaction.
• Special PoA — confers representative power for a specific type of transaction or a specific matter. It is mandatory for all dispositive actions (sale, gift, exchange, creation of a mortgage, etc.) and must contain a precise identification of the asset — for example, address, cadastral identifier and area of the property, the company’s commercial registration number, the sale price or a minimum floor price, and so on.
• Single-act PoA — the narrowest form; it authorises the agent to perform one specific transaction or act only. It is often used for representation before the Commercial Register for a particular filing or to collect a particular document.

Practice has also developed the hybrid figure of the “special-general” PoA — a document that exhaustively lists several types of dispositive actions over specifically identified assets. Because it contains a special authorization for each asset, it is accepted as valid for dispositive actions.

Form of the PoA by type of transaction

The table below summarises the mandatory form of the PoA for the most common legal and administrative actions in Bulgaria. It is intended as a guide — in each specific case you should consult a lawyer.

Note: in real estate deals Bulgarian lawyers often insist on notarization of signature and content even where the formal requirement is arguable — a “defensive” form that removes any doubt as to validity. See also our articles on buying property in Bulgaria and the preliminary contract for sale of real estate.

Revocation of a power of attorney (Art. 41 OCA)

A PoA does not last forever. It terminates on a number of grounds set out in Art. 41 OCA. Knowing these grounds matters both for the principal, who wants to withdraw authority, and for third parties dealing with the agent.

Grounds of termination

1. Revocation by the principal — at any time and without any reason. It is a unilateral declaration and does not require the agent’s consent.
2. Renunciation by the agent — the agent may likewise unilaterally renounce the authority.
3. Death of either party — principal or agent.
4. Placement under interdiction — full or limited, of either party.
5. Termination or insolvency — where a party is a legal entity.
6. Expiry of the term — if the PoA was granted for a fixed period.
7. Completion of the mandate — where the PoA was granted for a specific transaction that has been concluded.

When revocation takes effect. Protection of good-faith third parties

Revocation takes effect against the agent from the moment he becomes aware of it. Until then, the agent may validly continue to act on the principal’s behalf. More importantly, good-faith third parties who, at the time of dealing with the agent, did not and were not required to know of the revocation are protected by Art. 41 OCA — the transaction binds them and produces effect for the principal.

This matters greatly in corporate and real estate matters, where the principal often learns of a “fraudulent” transaction only after it has taken place. Protection of good-faith third parties therefore requires revocation to be effected in a way that creates publicly visible and provable notice.

Recommended practice for revocation

• Notarized written declaration of revocation — preserves evidence of intent and date.
• Notice via notarial notice served on the agent — a formal means of delivery with a date and content that cannot be contested.
• Notifying relevant registries and counterparties — for corporate PoAs it is advisable to notify the Commercial Register, banks, counterparties to long-term contracts and other interested persons.
• For real estate PoAs — notifying the Property Registry and any agency involved in the transaction.

Limitations and prohibitions

Self-dealing prohibition (Art. 38(1) OCA)

One of the fundamental limitations on representation is set out in Art. 38(1) OCA: “The representative may not contract, on behalf of the principal, either with himself personally or with another person whom he also represents, unless the principal has given his consent.”

The rule is designed to prevent conflicts of interest. Examples of prohibited self-dealing:

• A seller’s agent buys the property in his own name;
• One person simultaneously represents both seller and buyer;
• An OOD’s managing director signs a contract between the company and himself as an individual.

Exceptions:

• Express prior consent of the principal, given in the PoA itself;
• Purely beneficial transactions for the principal — for example, accepting a gift.

Exceeding scope (Arts. 39 and 42 OCA)

Where the agent acts beyond the limits of his representative power, or after it has terminated, the transaction does not bind the principal, unless the principal ratifies it expressly or by conduct (ratification under Art. 42 OCA). Ratification must take the same form as is required for the transaction itself.

Strictly personal acts

Certain acts, by their nature, cannot be performed through a representative because they require a personal declaration of will:

• Entering into a civil marriage;
• Drawing up a will;
• Voting in elections and referenda;
• Giving testimony in court or before a notary in person;
• Acknowledging paternity and certain other family-law declarations.

Sub-delegation (Art. 43 OCA)

The agent may not, as a rule, sub-delegate his authority to a third person. Sub-delegation is permitted only where the principal has expressly authorised it or where it is necessary to protect the principal’s interests. In all cases the principal must be notified without delay, and the agent is liable for the choice of the sub-agent.

Cross-border powers of attorney

In international matters, PoAs frequently travel between jurisdictions — a Bulgarian national abroad authorising a relative to sell his property in Bulgaria, or a foreign company authorising a Bulgarian lawyer to incorporate a subsidiary. Such PoAs are subject to specific form rules.

PoA issued in Bulgaria for use abroad

The document is drafted in accordance with Bulgarian notarial practice (usually a notarized signature, or notarization of signature and content for special transactions) and is then legalised with an apostille issued by the Ministry of Justice of the Republic of Bulgaria. The apostille applies to states parties to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents. For non-Hague states, full consular legalisation is required.

PoA issued abroad for use in Bulgaria

• From a Hague Convention state: local notarial certification in the country of issue + apostille;
• From a non-Hague state: full consular legalisation through the Bulgarian diplomatic mission in the relevant country;
• In all cases a certified Bulgarian translation by a sworn translator is required, subsequently authenticated by a Bulgarian notary or the “Legalisations and Certifications” department of the Ministry of Foreign Affairs, according to the applicable procedure.

Before a Bulgarian consul

Bulgarian consular officers abroad perform notarial functions for Bulgarian citizens residing or temporarily present in the relevant country. A PoA issued before them has the same legal force as one issued before a notary in Bulgaria and does not require an apostille for use in the country.

Notarial fees

Notarial fees for powers of attorney are set by the Tariff of Notarial Fees under the Notaries and Notarial Practice Act. The figures below are indicative as at 2026 — the exact fee depends on the type of action and the material interest.

• Signature certification — around EUR 3–4 per signature (flat fee);
• Certification of signature AND content — a higher flat fee for PoAs without a material interest; for PoAs with a material interest (for example, for the sale of real estate) the fee is calculated on a proportional scale based on the tax assessment or market value of the asset;
• Notarial notice (e.g. to notify revocation of a PoA) — a flat fee plus a charge per page of content, plus a service fee;
• 20 % VAT is applied on top of notarial fees.

For current information on all notarial fees, including for real estate transactions, see our article on notarial fees in real estate deals.

Digital and electronic powers of attorney

The digitisation of administrative services in Bulgaria is progressing, but an electronic PoA does not yet replace the traditional notarial form in all cases. The main points as at 2026 are:

• Qualified Electronic Signature (QES) — allows electronic authorization in defined administrative contexts. QES is accepted before the National Revenue Agency, the National Social Security Institute, the Commercial Register and a range of municipal services.
• For transactions requiring a notarial form — disposition of real estate, transfer of OOD shares, creation of mortgages, etc. — an electronic PoA does not replace notarial certification. Here Art. 37 OCA and the special statutes apply, and they require physical notarial certification.
• Remote notarial acts (video-notary) — as at 2026 this is only a pilot framework and is not yet in routine use for PoAs that require a form under Art. 37 OCA.

Practical tips for drafting

When drafting a power of attorney it is advisable to observe the following minimum requirements, which protect the principal against future disputes and ensure that the document is accepted by registries, notaries, banks and counterparties:

1. Full identification of the principal — full name, personal identification number (EGN) or equivalent, ID document number, date and issuing authority, permanent address;
2. Full identification of the agent — with the same level of detail;
3. Precise scope — types of actions and the specific asset (property with cadastral identifier, specific company with UIC, etc.);
4. Express authorization for specific documents in real estate matters — for example, obtaining the cadastral sketch, tax assessment certificate, encumbrance certificate, signing the preliminary and final sale agreements and executing the notarial deed;
5. Permission or prohibition on sub-delegation under Art. 43 OCA — clearly stated;
6. Express consent to self-dealing under Art. 38 OCA — only where genuinely needed and justified;
7. Term of the PoA — if limited in time, to be expressly stated;
8. Place and date of execution;
9. Signature of the principal and notarial certification in the required form.

Drafting a PoA, especially for real estate or corporate transactions, should be done by or in consultation with a lawyer. See also our articles on company registration and the sale of inherited property.

Frequently asked questions