Company Changes & Commercial Register Services in Bulgaria – Guide
Why Register Company Changes?
All material changes to a Bulgarian company must be formally registered with the Bulgarian Commercial Register , maintained by the Registry Agency. Under Bulgarian law, registration must be completed within 7 days of the relevant event — unless a different statutory deadline applies.
Unregistered changes are not enforceable against third parties, may trigger administrative fines, and can cause serious complications with banks, partners, and regulatory authorities. NBS handles all Commercial Register procedures end-to-end, ensuring your business stays fully compliant.
Governance & Ownership
| Change | Detail |
| Change of managing / controlling bodies | Appointment or removal of managers, board or supervisory board members |
| Authorization of a procurator | Registration of commercial power of attorney |
| Transfer of company shares | Share transfer to a new or existing shareholder with notarised agreement |
| Change of shareholder | Full or partial replacement of the shareholder structure |
| Leaving or expulsion of a shareholder | Formal exit or removal with full Commercial Register update |
Capital & Financial Structure
| Change | Detail |
| Increase / decrease of company capital | New contributions, share issuance, retained earnings capitalisation, or formal reduction. |
| Pledge of company shares | Registration of a pledge over shares as creditor security. |
| Garnishment of company shares | Court-ordered garnishment registration. |
| Pledge of a commercial enterprise | Registration of a pledge over the business as a whole. |
Operational & Structural
| Change | Detail |
| Change of registered address | Must be reflected in Articles of Association and registered within 7 days. |
| Change of company name | Full renaming with Commercial Register update. |
| Branch establishment & registration | Bulgarian or foreign company branch setup. |
| Transfer of commercial enterprise | Sale or transfer of the entire business as a going concern. |
Corporate Transformations
| Type | Detail |
| Merger | Two or more companies combine into one new entity. |
| Take-over | One company absorbs another, which ceases to exist. |
| Splitting / Spinning off | Division of a company into two or more entities, or separation of part of the business. |
| Change of legal form | e.g. OOD → AD conversion. |
| Transfer of property to shareholder | Asset distribution upon dissolution to a sole shareholder. |
Commercial Register Filings & Certificates
| Service | Detail |
| Annual financial statements (ГФО) | Filing with the Commercial Register within statutory deadlines |
| Announcing acts | Publication of decisions, resolutions, and legally required acts |
| Certificates of good standing | Current status, registration history, and official extracts |
| Document duplicates | Certified copies from the company’s Commercial Register file |
Key Deadlines — Annual Financial Statements
| Entity Type | Deadline | Notes |
| All commercial companies (LLC, EOOD, AD, EAD) – declaring the final balance sheet and their tax returns |
30 June of year following the current one | All companies submit their tax returns and balance sheets for the last years to the tax office and the National Social Security Institute. |
| Companies with no activity for previous year | 30 June of year following the current one | Declaration of no activity under Art. 38, para. 9 of the Accounting Act |
| All commercial companies (OOD, EOOD, AD, EAD) | 30 September of year following the current one | For the past year, they published their balance sheets in the Commercial Register |
| Micro-enterprises | 30 September of year following the current one | Abbreviated balance sheet permitted |
Penalties for Late or Missing Filings
| Violation | Fine — Responsible Officer | Fine — Legal Entity |
| Late / missing Yeraly closing balance
(Accounting Act) |
EUR 250 – EUR 1,000 | EUR 250 – EUR 1,500 |
| Late / missing filing
(Commercial Register Act) |
EUR 50 – EUR 250 | EUR 250 – EUR 500 |
| Repeat violation | Double the above | Double the above |
How It Works — Step by Step
| Step | Action |
| 1. Consultation | NBS advises on the applicable procedure and required documents |
| 2. Document preparation | We draft all resolutions, applications, and supporting documents |
| 3. Notarisation | Documents are notarised where required under Bulgarian law |
| 4. Submission | NBS submits the complete application to the Registry Agency electronically |
| 5. Confirmation | We follow up until registration is confirmed and deliver your updated extract |