Draft amendment on the documents filed with the Commercial Register for publication of the annual financial statements

12.02.2020

On February 4, 2020 the Ministry of Justice published for a public discussion a Draft amendment of Ordinance No 1 of 2007 on keeping, storing and accessing the Commercial Register and the Non-Profit Legal Entities Register (the “Draft Amendment”).

The proposed Draft Amendment, which is in line with Directive 2013/34/EU of the European Parliament and of the Council of June 26, 2013, concerns the existing obligation for filing with the Commercial Register of the annual financial statement (“AFS“) and revokes the requirement for providing numerous documents evidencing the approval of the AFS and the annual activity report (i.e. invitation for convocation of general meetings, minutes of general meetings, etc.). The proposed change applies to the following enterprise categories:

  • Micro-enterprises within the definition under Art. 19, para 2 of the Accountancy act which at 31 December of the current reporting period do not exceed at least two of the following criteria:
  1. book value of the assets – BGN 700 000 (approx. EUR 350 000);
  2. net sales revenue – BGN 1 400 000 (approx. EUR 700 000);
  3. average number of employees for the reporting period: 10.
  • Small enterprises within the definition under Art. 19, para 3 of the Accountancy act which at 31 December of the current reporting period do not exceed at least two of the following criteria:
  1. book value of the assets – BGN 8 000 000 (approx. EUR 4 000 000);
  2. net sales revenue – BGN 16 000 000 (approx. EUR 8 000 000);
  3. average number of employees for the reporting period: 50.
  • Medium-sized enterprises within the definition under Art. 19, para 4 of the Accountancy act which are not small enterprises and which at 31 December of the current reporting period do not exceed at least two of the following criteria:
  1. book value of the assets – BGN 38 000 000 (approx. EUR 19 000 000);
  2. net sales revenue – BGN 76 000 000 (approx. EUR 38 000 000);
  3. average number of employees for the reporting period: 250.

Instead of filing the documents proving the approval of the AFS, the applicants should now submit a model declaration to the Commercial Register. The declaration should be signed by the legal representative of the respective company or non-profit legal entity, without the need for notary certification of the signature.

However, for the following enterprise categories, the requirement to file documents proving the approval of the AFS and the annual activity report remains in force:

  • Large enterprises within the definition under Art. 19, para 5 of the Accountancy act which at 31 December of the current reporting period exceed at least two of the following criteria:
  1. book value of the assets – BGN 38 000 000 (approx. EUR 19 000 000);
  2. net sales revenue – BGN 76 000 000 (approx. EUR 38 000 000);
  3. average number of employees for the reporting period: 250.
  • Public interest enterprises within the definition under § 1, item 22 of the Additional provisions of the Accountancy act, among which are enterprises whose transferable securities are admitted to trading on a regulated market in a Member State of the EU, credit institutions, insurers, etc.

The Draft Amendment pursues the following purposes:

  • reducing the administrative burden and easing micro, small and medium-sized enterprises in completing and organizing the applications for the announcement of annual financial statements and annual activity reports;
  • reducing the scope of the check carried out by registration officials when examining the filed applications and, respectively, speeding up their examination;
  • minimizing the costs of appeals against possible refusals issued by the registration officials in case of defects or an applicant’s failure to attach one of the many documents required to date.

The Draft amendment of Ordinance No 1 should enter into force from the day of its promulgation in the State Gazette. The reason for this is the changes to be applied in this year’s AFS publication campaign.

For more information, please contact:

Venelin Dimitrov, Partner
venelin.dimitrov@tbk.bg

Mirela Hristova, Associate
mirela.hristova@tbk.bg

www.tbk.bg

This article has an informative purpose and is not representative of detailed legal advice. If you are interested in receiving advice in the context of a certain situation, we can happily assist you. The law firm is not responsible for any harm caused by acts or omissions undertaken due to this text.
©TBK, 2020

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