Changes in Bulgarian Commerce Act 2017

Significant changes in Bulgarian Commerce Act were adopted at the end of 2016, valid in the current year. We present below a summary of the most significant changes introduced with the present Act.

Validity form of certain documents is getting stricter

In addition to the current requirements for notary certified signatures on contracts for the transfer of commercial enterprise and contracts for the transfer of shares, a new requirement for additional notary authentication of the content of such contracts is introduced.

The same validity form will be required for the decisions of shareholders of limited liability companies for acceptance and exclusion of shareholders, increase and decrease of company’s capital, shares transfer to a new shareholder, appointment of company manager, acquisition and disposal of real estate and property rights thereto.

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5 reasons to trust the professional company registration

The creation of a business company or even a sole trader is an activity that is important to be done by the rules, because the appearance of a newly created business depends on it. Many people believe that they can successfully pass the administrative and bureaucratic procedures, with the intention to save the fee that would have paid the specialist performing the registration of companies. Not long after, the majority of these people find themselves so entangled in red tape that ultimately again recourse to expert, which is a waste of time and money.

If you want to avoid the bitter experience and start as soon as possible your business activity it is important to select a team to take on the entire burden of cumbersome procedure. During this time, you can focus to the activity, corresponding to your competence, laying the foundation for a successful and prestigious business.

5 reasons to trust the professional registration of companies

The reasons to trust the professionals are many, but here we will suggest only 5, we believe that their significance is greatest. Most of us don’t soberly judge the situation until we understand from experience how great is the difficulty to fight the bureaucracy not having the necessary competence and experience. Here are the main reasons ordered but not prioritized.

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Announcement of annual financial report

What is an annual financial report?

The annual report gathers full information about the financial position of the company. It includes statement for revenues and expenses, balance sheet, statement for share capital and cash flow statement

The financial report is drawn up for one financial year , coinciding with the calendar year – from January 1st to December 31st. E.g: If you have a company created on 01.12.2015, you need to submit a report on the activity carried out in 2015 – in this case only one month.

Who is obliged to announce the annual financial report?

All the traders according to the Bulgarian Commerce Act, this includes Limited Liability Companies (Ltd.), Limited Partnerships, General Partnerships, Joint Stock Companies.

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What is an EORI number?

EORI number is used to identify legal persons and individuals based in the European Union, as well as those outside the EU, when performing customs activities in the EU.

With effect from 01.07.2009, for all economic operators in their interaction with the customs administration of a Member State of the European Community, it is necessary to have an unique identification number EORI (acronym for Economic Operator Registration and Identification). In this relation all companies and individuals sending and receiving packages/consignments need to obtain EORI number from the relevant customs office.

Some cases for which EORI number is required

Import Export Transit
Consignor / Exporter Non mandatory Mandatory
EORI number or single (Ad-hoc) number
Non mandatory
Consignee Mandatory
EORI number or single (Ad-hoc) number
Non mandatory Non mandatory
Declarer / Representative Mandatory
EORI number or single (Ad-hoc) number
Mandatory
EORI number or single (Ad-hoc) number
A person responsible Mandatory
EORI number

EORI registration should be made in the relevant territorial customs office of individual’s residence or company’s registered office.

Acquiring BG citizenship by investment

 I. Under Art. 12 of Bulgarian Citizenship Act

The physical person :

  1. Must be an adult;
  2. Before no less than 5 years has been given permit for permanent or long-term residence in Bulgaria;
  3. Has not been convicted of a crime by Bulgarian court or is not prosecuted for such a crime, unless rehabilitated;
  4. Has an income or occupation that enables him to live in Bulgaria;
  5. Is skillful at Bulgarian language;

Permit for long-term residence – requirements (LFRB art. 24, para 1, items 19, 20):

  • Visa D;
  • Investment of no less than 600 000 BGN or  investment in economically disadvantaged regions of no less than 250 000 BGN plus opened at least 5 workplaces for Bulgarian citizens;

Permit for permanent residence – requirements (LFRB art. 25, para 1, items 16, 17):

  • Investment of no less than 500 000 BGN plus opened at least 10 workplaces for Bulgarian citizens;

Or

  • Acquired permit for long-term residence and keeping the investment over 5 years;

II. Under Art. 12a of Bulgarian Citizenship Act

Permit for permanent residence – requirements (LFRB art. 25, para 1, items 6, 7, 8, 13):

  • Investment of over 1 million BGN or  increase of the investment with this amount through the acquisition of:
  1. shares in Bulgarian commercial companies, traded on a regulated Bulgarian market;
  2. shares and treasury bonds and derivative instruments issued by the State or by municipalities, with a residual maturity not less than 6 months;
  3. ownership rights over an isolated part of the property of a Bulgarian commercial company with more than 50 percent state or municipal participation in the capital under the Act of Privatization and Post- privatization Control;
  4. shares or stocks owned by the state or municipalities in a Bulgarian commercial company in compliance with the Act of Privatization and Post- privatization Control;
  5. Bulgarian intellectual property – objects of copyright and related to it rights, patent-protected inventions, utility models, trademarks, service marks and industrial design;
  6. rights under concession contracts on the territory of the Republic of Bulgaria;

or

  • Deposit of 1 million BGN in a licensed credit institution in Bulgaria under fiduciary management for a period not less than five years;

or

  • Investment in the capital of Bulgarian company which shares are not traded on a regulated market of no less than 6 million BGN;

or

  • Performing activities and certification under the Investment Promotion Act – implementing and/or maintaining an investment which has received a certificate for class А, class B, or priority investment project;

The physical person :

  1. Must be an adult;
  2. Before no less than 5 years has been given permit for permanent or long-term residence in Bulgaria;
  3. Has not been convicted of a crime by Bulgarian court or is not prosecuted for such a crime, unless rehabilitated;
  4. Has an income or occupation that enables him to live in Bulgaria;

 III. Under Art. 14a of Bulgarian Citizenship Act

The physical person :

  1. Must be an adult;
  2. Has not been convicted of a crime by Bulgarian court or is not prosecuted for such a crime, unless rehabilitated;

A) Before no less than 1 year has been given permit for permanent residence in Bulgaria under LFRB art. 25, para 1, items 6 or 7 and has increased the investment under the same conditions to 2 million BGN or  has invested in the capital of Bulgarian company no less than 1 million BGN for implemented priority investment project;

or

B) Before no less than 1 year has been given permit for permanent residence in Bulgaria for performing activities and certification under the Investment Promotion Act – implementing and/or maintaining an investment which has received a certificate for class А, class B, or priority investment project. During this year the investments performed and put into exploitation are maintained above the minimum score for certificate for class А;

Permit for permanent residence – requirements (LFRB art. 25, para 1, items 6, 7):

  • Investment of over 1 million BGN or  increase of the investment with this amount through the acquisition of:
  1. a) shares in Bulgarian commercial companies, traded on a regulated Bulgarian market;
  2. b) shares and treasury bonds and derivative instruments issued by the State or by municipalities, with a residual maturity not less than 6 months;
  3. c) ownership rights over an isolated part of the property of a Bulgarian commercial company with more than 50 percent state or municipal participation in the capital under the Act of Privatization and Post- privatization Control;
  4. d) shares or stocks owned by the state or municipalities in a Bulgarian commercial company in compliance with the Act of Privatization and Post- privatization Control;
  5. e) Bulgarian intellectual property – objects of copyright and related to it rights, patent-protected inventions, utility models, trademarks, service marks and industrial design;
  6. f) rights under concession contracts on the territory of the Republic of Bulgaria;

or

  • Deposit of 1 million BGN in a licensed credit institution in Bulgaria under fiduciary management for a period not less than five years;

If you have any questions regarding the acquiring of Bulgarian citizenship, do not hesitate to contact us.

What you should know about business name reservation in the commercial register?

  Business name (known as a firm) is the name under which the trader carries his occupation and shall be signed. It must correspond to the truth, not be misleading and does not undermine public order and morality. Every firm has content prescribed by the law which may include indication of the sphere of activity, the persons involved and freely chosen supplement. The trader is obliged to write firm’s name in Bulgarian, as he could additionally inscribe it in a foreign language.

  The trader has an exclusive right over the firm. It can only be used by the trader who has made the registration. It can’t be identical or similar to a trade mark or earlier registered company. The firm can be changed upon request of the trader who has made the registration.

  Firm’s name reservation shall have effect for six months and prevents another trader to be entered in the commercial register under the same firm. The reserved firm cannot be estranged and transferred.

  Everyone can reserve a firm before submitting the application for registration but the trader must be entered in the commercial register within six months.

  Required documents :

  • Application for firm’s reservation;
  • A document certifying the representative authority of the applicant (when the application is submitted by a representative of the person concerned);
  • A document for paid state fee;

  You can check whether the chosen name is unique and does not repeat another already registered on the website of the Commercial Register – www.brra.bg. Using the English version, you should select section “References”, then “Rights over company”. In the field “Business name” you are typing the name of the company you wish to register. If an inscription in red “No results found” appears, this means that probably the name is available and can be used.

  To be completely sure that the name is free, you need to check also Bulstat Register – http://bulstat.registryagency.bg/. Since the access to it is limited and requires payment, Global Consult Europe can perform this check for you.