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Change in the registration regime for commercial companies in Bulgaria

In 2009 an important amendment in the Commercial Act has been introduced, which regulates the procedures related to the establishment, existence, transformation and termination of commercial companies. Establishment of the most common form of commercial association has become easier – now limited liability companies can be registered without the requirement to deposit minimum main capital amounting to 5000 bulgarian levs. The amount of the minimum main capital has been reduced to 2 bulgarian levs(approximately 1 euro). This change was undertaken in order to facilitate the registration procedure for the companies and to facilitate the persons willing to start a business in the current conditions of economic crisis.

Currently, in order the register a limited liability company, one needs to deposit the minimum capital of 2 levs(approximately 1 euro) in a bank.

Comment to the Commercial Register Act regarding the liquidation of companies that have not been re-registered

In 2007 the Unified Commercial Register was started, which constitutes a centralized information system for registration and processing of data about all businesses within the meaning of the Commercial Act, as well as cooperations and non-profit entities. Thus, the recent court procedures related to registration of commercial companies and other subjects in the registers kept at the respective regional courts were replaced by a new, fast administrative procedure, which continues for a period of 14 business days.

The establishment of the Register has numerous advantages: the registration of businesses is significantly faster; the procedure is easier and unified; the documents for registration are reviewed by servants, where the copies of them are randomly distributed between the servants, which limits the possibilities for corruption; the registration is centralized, i.e. the recent registrations that included initial registration in the court, and then in the Bulstat register, are now replaced by a single procedure at a single instance; the register is public and accessible online, i.e. everyone could make a reference to it or look for the information they need;

The Commercial Register Act sets out an obligation for re-registration of the businesses and other companies registered under the previous procedure. This shall be done no later than 31.12.2011. In case the re-registration is not performed within this period, the company that has not been re-registered will be registered automatically, while at the same time its termination will be pronounced. A liquidator will be appointed and a company liquidation procedure will be started, which will continue for no less than 6 months. During this period the work of the liquidator will be to collect the company receivables, to sell and cash out its property and to repay its obligations to the creditors. All this will be done by the respective services, without the participation of the company owners in the procedure. All costs related to the liquidation procedure shall be born by the company itself and by its managers, who have unlimited and joint responsibility about the company liabilities related to the liquidation procedure.

In practice, this means that if a company that has not been re-registered, has real estate property, it is possible that the costs related to the liquidation procedures are covered by selling the property on a public tender. If the company owner cannot be found at the company management address, it is possible for them to be uninformed about that. Don’t wait for the final deadline! Contact us for your re-registration!

Information about the mandatory publishing of the annual financial statements in the Commercial register in Bulgaria

In 2008 an amendment to the Accounting Act was made, according to which all commercial entities that are re-registered in the Commercial register, must publish their financial statements for the periods from 2007 to the year of re-registration, inclusive. The fulfilment of this obligation by the companies is strictly monitored and there are serious sanctions for any breaches.

If you need any assistance in relation to this, please contact us.