The Commercial Register and the Register of Non-Profit Legal Entities (CRRNPLE) are electronic databases maintained by the Registry Agency under the Ministry of Justice.
The following entities are subject to registration in the Commercial Register and the Register of Non-Profit Legal Entities:
- traders,
- branches of foreign traders,
- non-profit legal entities,
- branches of foreign non-profit legal entities.
Main Activities
The Commercial Register has the following functions:
- Registration of new commercial companies and/or associations, as well as subsequent changes;
- Announcement of circumstances and acts;
- Announcement of annual financial statements;
- Announcement of liquidation of companies;
- Reserving a company name.
The main function of the Commercial Register and the Register for non-profit entities is to give stability to the commercial relations and turnover by announcing that a legal entity is established. No legal entity can be considered established if it is not registered in the Commercial Register. The registration is the final step of establishment of a legal entity and it is considered established from the moment of the entry into the Register.
The registration of legal entities has one more aim – to guarantee that the legal entity fulfills the legal requirements. Each application submitted to the Register is checked personally by a specialist and registration is admitted only if all the formal requirements for such entity are met.
Another important function of the Commercial Register is to save all the changes in the circumstances which are important for the commercial relations so that every interested person can cheque these circumstances. Such circumstances are:
- company name and the exact address;
- main capital;
- subject of activity;
- owners and shares;
- manager;
- personally liable partners;
- commercial credentials;
- started liquidation procedure, etc.
Announcement of the liquidation of companies has two aims:
- to ensure that the creditors of the company are informed for the future closure of the company in order to claim their rights before the closure;
- to announce the moment from which the company ceases to exist as a legal entity.
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Electronic Portal
In 2020, with funding from the European Union's “Good Governance” operational program, a Unified Portal for Requesting Electronic Administrative Services was created at the Registry Agency. It integrates the databases of the Commercial and Property Registers and provides easy and quick access to important information.
Through the electronic portal, traders and legal entities can:
- conduct searches and inquiries for individuals, legal entities, and incoming numbers (with EIK, name, and EGN);
- submit applications and declarations online with an electronic signature;
- receive issued certificates and copies of documents.
The portal also provides users with templates of applications, regulatory frameworks concerning the Commercial Register, and current news. Currently, the register does not have a mobile application.
Submitting Documents
The application for registration in the Commercial Register follows a straightforward registration procedure designed to streamline the process for traders and non-profit legal entities. Applicants can submit their documents either in person at territorial divisions or online through the unified portal of the Registry Agency, utilizing an electronic signature for convenience.
This procedure requires notarized documents to be scanned and attached to the application file, ensuring all legal formalities are met. Upon submission, the unique incoming number, formatted as "yyyyMMddhhmmss", is issued for tracking. The official will then review the application within three days, resulting in either registration, issuance of instructions, or refusal, thereby ensuring a structured and efficient registration process.
Applications to the Commercial Register can be submitted both at territorial divisions and through the unified portal of the Registry Agency (with an electronic signature at any time).
When submitting in person, notarized documents are also attached to the application. They are scanned and attached to the file of the respective trader or NPLE. The official will rule on the application within three days unless the law provides otherwise. The result may be registration, issuance of instructions, or refusal.
Fees Collected by the Commercial Register
The most commonly collected fees are for:
- registration or declaration of changes for LLC/sole proprietorship;
- registration or declaration of changes for JSC/sole proprietorship
Note: announcing an annual financial report or a declaration of inactivity is free of charge.
If documents are submitted electronically, 50% of the regular fee is due.
International Cooperation
In 2022, the Bulgarian Commercial Register became a full member of the International Forum of Commercial Registers. Bulgarian representatives will participate for the first time in discussions on innovations in company law and commercial registration. The ultimate goal is to introduce improvements to the registry system in Bulgaria through international cooperation.
The law firm “Danailova, Todorov and Partners” is a leader in commercial law. If you need assistance or consultation when submitting documents to the Commercial Register or in case of refusal, do not hesitate to contact us.
If you need assistance when submitting documents to the Commercial Register or in case of refusal, do not hesitate to contact us. The law firm “Danailova, Todorov and Partners” is a leader in the fields of commercial, contractual, labor, administrative, and tax law.
