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Shares’ transfer represents a circumstance which is subject to entering in the Commercial registry and the non-profit legal entitiesregistry (CRNPLER). The term for submission of the amendment of this circumstance is 7 days as of the date of the notarial authentication of both signatures and content of the shares’ contract.

In relations between the shareholders and between the shareholders and the limited liability company the shares’ transfer occurs on the signing date of the share’s contract within the prescribed by the law form. For the third parties the transfer shall take effect on the date of entering the amendment of this circumstance in the CRNPLER.

In case of noncompliance with the 7-day term for applying the shares’ transfer in the CRNPLER, the consequences are administrative - a fine in amount between BGN 500 and BGN 1000. The late submission is not a ground for refusal an application for entering the shares’ transfer in the CRNPLER.

A benefit for a certain category of enterprises, which didn’t implement business activity within the previous year under review, has been adopted with the amendments of the Accountancy Act (SG 92-2017). These enterprises are for example every type of merchants (Sole proprietors, Limited liability companies, joint-stock companies, co-operations, etc.); branches of foreign merchants; local legal entities, which are not merchants (for instance non-profit legal entities – associations and foundations, etc.); consortiums (as commercial entities and joint ventures); commercial agencies; foreign legal entities (under specific conditions); etc. (“Enterprises”).

The requirement to get the benefit consists of the following cumulative prerequisites for non-implementation of business activity within the previous year under review:

-       no commercial deals have been concluded;

-       there are no conditions for income recognition (within the meaning of the Accountancy Act);

-       a business activity related to investments, manufacture and/or purchase has not been implemented;

-       there is no purchase of good and services for income and profit.

If the abovementioned prerequisites are met, the Enterprises are not obliged to publish in the Commercial registry and the non-profit legal entities registry (CRNPLER) the so called “zero” annual financial reports for the year in which no business activity has been made.

The benefit applies for the past year (2017) and for the next years. In the CRNPLER a declaration form must be published not later than 31-th March of the year following the year under review. The publication is tax free.

It must be noted that the publication of the declaration for lack of business activity cannot be submitted by the financial reports’ authors (accountants), but only by the Enterprise itself or by a duly authorized attorney-at-law.

Author: Peter Milev