Re-registration of Bulgarian Companies and the Obligation of Publishing Financial Reports



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In accordance with the new Commercial Register Act all Bulgarian companies registered before enforcement of the Commercial Register Act (01. 01.08) should be re-registered under the terms of the new Commercial Register Act.

According to par. 9 of the above law, the traders and branches of foreign traders registered before 1st of January 2008 in the Register of commercial corporations and the Register of companies with the District courts shall be obligated to be re-registered under this Act within three years of the enforcement of the above law. With the expiry of the time limit the court shall issue an official certificate to the commercial corporations that have not re-registered, shall send them to the Agency and shall provide the Agency access for conversion into electronic form of the company cases. Following the conversion and the entry by the Agency of an electronic copy of the company case in the Commercial Register the court shall archive the company case. The Agency shall enter ex officio the trader and the dissolution thereof, shall appoint a liquidator, determine the remuneration thereof and the term of liquidation. The costs for the procedure on liquidation shall be at the expense of the trader. The members of management organs shall be held solidarity and unlimitedly liable for the obligations of the trader related to the procedure on liquidation.

After the re registration each company is obliged to publish in the Trade register its financial report till 30 June of the respective year. Traders, who are re-registered according to the provisions of the Law of the Commercial Register Act during January 1 – May 31 of the respective year, shall declare and present for announcement in the Commercial register by June 30 of the same year financial reports, as follows:
1. in case of re-registration during 2008 – the acts for 2007;
2. in case of re-registration during 2009 – the acts for 2008;
3. in case of re-registration during 2010 – the acts for 2007, 2008 and 2009.

Traders, who are re-registered during June 1 – December 31 of the respective year, shall declare and present for announcement in the Commercial register in three-month term from the date of re-registration the financial report and its accompanying acts, as follows:
1. in case of re-registration during 2008 – the acts for 2007;
2. in case of re-registration during 2009 – the acts for 2008;
3. in case of re-registration during 2010 – the acts for 2007, 2008 and 2009.

The re registered companies or companies which are registered after 01.01.08 (after the new Commercial Register Act is entered into force) are obliged by 30 June of the following year to publish their annual financial account and accompanying acts as the consolidated financial report, the annual paper of the activity and the annual consolidated paper of the activity, adopted by the general meeting of the partners/the shareholders or by the respective body.

A legal entity which fails to fulfill its obligation for submitting of the report within the deadline specified above shall be sanctioned by fine of BGN 1,500 to BGN 3,000.


So, in accordance with the regulations of the new Commercial Register Act the companies have the obligation for re-registration as well as for publication of their financial report and other accompanying accountancy documents within the deadlines specified above.

ABOUT THE AUTHOR: NYD Law
NYD-Law is a modern Sofia based law firm specializing in Property Law, Commercial Law, Corporate Law, Civil and Contract law, Tax Law and Intellectual Property law. In the light of Bulgaria’s forthcoming accession into the European Union in 2007, the Bulgarian legislation is in a process of being definitively brought in line with the European Legal Standards. In this respect, we are pleased to say that our legal services bear consideration not only of the legal changes taking place at the moment, but also of the legal changes anticipated to take place in the course of the harmonization of the Bulgarian legislation with the legislation of the EU. Our team of professionals is highly committed to providing legal services of European Standard and at highest quality of client care.

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Disclaimer: While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.



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