What does the Bulgarian business register provide?

The Bulgarian business register / register of non-profit legal entities (ТРРЮЛНЦ - TRRYULNTs) is administered by the Registry Agency attached to the Ministry of Justice. Registered in the TRRYULNTs are traders, branches of foreign traders, non-profit legal entities and branches of non-profit legal entities, along with the particulars on them that are required by law to be registered. Also contained in the TRRYULNTS are the documents that are required by law to be kept available for public inspection relating to traders and foreign traders’ branches, non-profit legal entities and branches of foreign non-profit legal entities

The business register and the register of non-profit legal entities share a common electronic database containing the particulars that are required by law to be registered and the documents that are required by law to be kept available for public inspection relating to traders, foreign traders' branches, non-profit legal entities and branches of foreign non-profit legal entities. Files on traders, foreign traders’ branches, non-profit legal entities and branches of foreign non-profit legal entities are kept in electronic form. The files contain applications, documents substantiating the particulars registered, disclosures and other documents, which may also contain personal data identifying individuals representing or managing the trader or non-profit legal entity concerned.

Is access to the Bulgarian business register free of charge?

The business register and the register of non-profit legal entities are in the public domain. Access to the registers’ database is open to everyone free of charge. The Registry Agency provides registered access to the file of the trader or non-profit legal entity. Such access may be provided at the Agency’s local offices upon submission of an application and production of an identity document. Persons requesting electronic access must identify themselves by means of an electronic signature or a digital certificate issued by the Agency; official access is provided under the procedure laid down in a special regulation. The Registry Agency also provides free and open access to particulars and documents through the Business Registers Interconnection System.

How to search the Bulgarian business register.

The business register is accessible 24 hours a day at http://www.brra.bg/Default.ra.

Anyone may search the business register and the non-profit legal entities register for a given particular or document.

On the TRRYULNTs portal, searches can be conducted using the following criteria:

• business name/name or Unique Identification Code (UIC) of trader or foreign trader’s branch, non-profit legal entity or branch of foreign non-profit legal entity; names or ID number, or business name or UIC of partner or sole owner of capital.
• names or ID number, or business name or UIC of a member of the bodies of a legal entity - trader or non-profit legal entity. The file of a trader, branch of a foreign trader, non-profit legal entity or branch of a foreign non-profit legal entity and its officers and legal successors may be searched by particular or document.

It is also possible for users to search the entire TRRYULNTs database according to their own specific criteria. The fee for searching the entire database is BGN 100 per year (as per schedule of State fees collected by the Registration Agency); for public authorities such access to the database is free of charge.

Certificates can be issued both over the counter at the Registration Agency and electronically (fees are collected in accordance with the schedule of State fees collected by the Registration Agency).

Copies of documents kept in the register may be issued, either over the counter or electronically (fees are collected in accordance with the schedule of State fees collected by the Registration Agency).

To what extent can the documents in the register be relied upon?

Bulgaria has adopted the principles set out in relevant EU legislation governing the validity of entry or deletion of particulars and publication of documents relating to traders/non-profit legal entities. The specific arrangements at national level are laid down in the Act on the Business Register and the Register of Non-Profit Legal Entities (ZTRRYULNTs) and the Commerce Act.

Under the former, a particular entered in the register is deemed, as from time of entry, to have become known to third parties acting in good faith. Until 15 days have expired after an entry has been made, it may not be relied on against third parties who prove that it was impossible for them to have been aware of it. Third parties may cite a particular that is to be registered even though the entry has not yet been made, unless the law specifically provides that it becomes effective only after entry. Once deleted, an entry is ineffective. Documents in the TRRYULNTs are deemed to have become known to third parties from the date they are posted.

Third parties acting in good faith may cite an entry or posting, even if the particular entered or document posted does not exist. In relation to third parties acting in good faith, particulars not entered in the register are deemed to be non-existent.

History of the Bulgarian business register and the register of non-profit legal entities

A reform of the registration process began on 1 January 2008, when the Business Register Act entered into force and an electronic register of traders and foreign traders’ branches became operational. Traders were to re-register by 31 December 2011.

Under Article 17 of the Non-Profit Legal Entities Act, as of 1 January 2018 the Registry Agency maintains the register of non-profit legal entities. § 25(1) of the Transitional and Final Provisions of the Non-Profit Legal Entities Act provides that non-profit legal entities entered in the register of non-profit legal entities at the provincial courts have the option to submit a re-registration application at the Registry Agency by 31 December 2020. The two registers share the same database.

Results of the reform:

1. The registration process was transferred from the courts to a central government administrative body: the Registry Agency.
2. All registers of the 28 provincial courts were consolidated into a single centralised electronic database. The database contains the particulars that are required to be registered and documents required to be kept available for public inspection, as well as electronic versions of all documents submitted, refusals issued, instructions issued and company files.
3. The principle of publicity of information is of fundamental importance in the registration procedure.
4. The registration procedure is carried out using various kinds of application forms. The type of application depends on the type of trader or non-profit legal entity and the particulars that are to be entered.

How to submit applications to the business register

Applications may be submitted either over the counter at any Registry Agency office or electronically via the TRRYULNTs portal.

Hard-copy applications may be lodged at any local office of the Registry Agency, irrespective of where the trader is based. Once accepted by the Agency's offices, hard-copy applications are scanned and stored as attachments in the TRRYULNTs computer system. Documents attached as annexes to applications must be originals or copies certified by the applicant or by a notary public.

Electronic applications may be submitted at any time via the TRRYULNTs portal.

How are submitted applications reviewed?

Each item received for entry in the TRRYULNTs computer system (application, court decision, request for correction of an error, request for appointment of experts, verifiers, controllers, etc.) is given a unique reference number in the format 'yyyymmddhhmmss' (year, month, day, hour, minute, second). Once an application, court decision or request has received its unique reference number, it is then randomly allocated by the TRRYULNTs computer system to a registration official for examination. Applications for entry or deletion or for the posting of documents under Article 14 are automatically allocated, in order of receipt, as soon as a registration official has electronically signed off the previously allocated application and is accordingly recognised by the computer system as being available.

Pursuant to Article 19(2) of the Act on the Business Register and the Register of Non-Profit Legal Entities (ZTRRYULNTs), the registration official issues a decision on applications for registration or deletion and applications for the posting of a document immediately upon expiry of three working days after their receipt, unless the law provides otherwise. First-time-registration applications of traders are examined by the end of the working day following the day of their submission to the business register, and a decision is issued immediately upon examination of the application, except in the cases referred to in Article 22(5) ZTRRYULNTs, where an instruction is issued. Applications to post annual financial statements and reports, where required by law, are examined separately from other applications in the order received.

Depending on the type of decision, the outcomes may be as follows:

• instructions electronically signed by the registration official on completion of examination of the particular application and published immediately in the trader's account - to be implemented within the time limit provided for in Article 19(2) ZTRRYULNTs;
• a refusal, electronically signed by the registration official on completion of examination and published immediately in the trader's account;
• a registration order, electronically signed by the registration official upon completion of examination, which up to expiry of the time limit provided for in Article 19(2) ZTRRYULNTs is displayed in the trader's account as having the status 'awaiting three-day time limit'. After expiry of this statutory time limit, the TRRYULNTs computer system automatically makes the entry and generates the entry number in the format specified above. The year, month and day are those of automatic publication by the computer system, while the hour, minute and second record the time at which registration was ordered by the registration official the previous day.

What does Bulgaria's BULSTAT register provide?

The BULSTAT register contains information on:

1. legal entities other than traders or non-profit legal entities within the meaning of the Non-Profit Legal Entities Act which are required to register in the business register or non-profit legal entities register;
2. branches of foreign entities which are not traders or non-profit legal entities;
3. agencies of foreign entities under Article 24 of the Investment Promotion Act;
4. foreign legal entities engaged in business activity in Bulgaria and having a permanent establishment, base or facility, there;
5. foreign legal entities whose effective place of management is in Bulgaria;
6. foreign legal entities owning real estate in Bulgaria;
7. pledgors within the meaning of the Registered Pledges Act;
8. organisational units under the Obligations and Contracts Act, including craft undertakings and insurance associations under Article 8 of the Social Security Code;
9. entities which are social insurance contributors and are not natural persons;
10. branches and divisions of entities and divisions of traders entered in the business register;
11. natural persons exercising a liberal profession or working as tradespersons;
12. foreign citizens who do not have a Bulgarian personal identity number or a foreign resident identity number and who:
    
    • provide independent personal services in Bulgaria, including through a permanent establishment, base or facility;
    • acquire real estate;
    • are social insurance contributors;
13. other natural persons – social insurance contributors;
14. foreign persons/entities subject to special registration under tax law, including where exempt from tax under an international agreement which has entered into force and to which the Republic of Bulgaria is a party.

Natural and legal persons and other legal entities active in the Republic of Bulgaria in their capacity as trustees of trusts or custodial funds and other similar foreign legal entities established and existing under jurisdictions allowing such forms of trusts.

Is access to the BULSTAT register free of charge?

Information entered in the BULSTAT register on the basis of documents submitted to provide the data referred to under Article 7(1), points 1 to 7 and point 19, and Article 7(9) of the BULSTAT Register Act is in the public domain. Anyone may search for a given particular.

History of the BULSTAT register

The BULSTAT register was set up on the basis of the register of business entities (RSS EKPOU) maintained at the National Statistical Institute, in accordance with Article 6(7) of the Statistics Act. By Council of Ministers’ Decree No 206 of 30 October 1995, rules for the creation of the register were adopted. The unified State register of business entities, 'BULSTAT', became operational in the Republic of Bulgaria on 1 January 1996. By Council of Ministers’ Decision No 379 of 30 July 1998, the identification code in the unified State register of business entities was adopted as a Unique Identification Code (UIC) for all legal and other entities engaged in business activities in Bulgaria. On 17 June 1999, the National Assembly adopted the Statistics Act. This Act stipulated the method for the setting-up, functioning and use of the BULSTAT unified register for the identification of operators engaged in business activities on the territory of the Republic of Bulgaria. The BULSTAT register developed into one of the country's main administrative registers, and in 2000 its data were made available via the register’s website.

On 11 August 2005 management of the BULSTAT register was transferred to the Registration Agency. It contains the registrations for all legal entities and branches of foreign entities other than traders or non-profit legal entities within the meaning of the Non-Profit Legal Entities Act which are required to register in the business register or the register of non-profit legal entities. Persons exercising a liberal profession or working as tradespersons are also required to register. Up to 1 January 2008, traders were obliged to register in BULSTAT within seven days; thereafter, this came under the purview of the business register.

How to submit applications to the BULSTAT register

Entries and deletions are made on the basis of an application submitted using a standard form.

Applications may be submitted either over the counter at any Registry Agency office or electronically via the BULSTAT portal.

Hard-copy applications may be lodged at any local office of the Registry Agency, irrespective of where the entity is based. Once accepted by the Agency's offices, hard-copy applications are scanned and stored as attachments in the BULSTAT register's computer system. Documents attached as annexes to applications must be originals or copies certified by the applicant or by a notary public.

Electronic applications may be submitted at any time via the BULSTAT register portal.

Depending on their status, entities seeking to register with BULSTAT must provide:

1. a copy of a court decision or other document as follows:
   (a) legal entities: founding document and document specifying the natural person managing and/or representing the entity;
   (b) agencies of foreign entities under Article 24 of the Investment Promotion Act: document certifying registration with the Bulgarian Chamber of Commerce and Industry (BCCI);
   (c) foreign legal entities: document attesting to the conduct of business activities in Bulgaria; legalised document attesting to the origin of foreign legal entities in the country concerned;
   (d) organisational units without legal personality under the Obligations and Contracts Act and insurance funds under Article 8 of the Social Security Code: company contract and certificate of registration with the National Revenue Agency;
   (e) branches and divisions: document certifying their establishment and specifying the person managing and/or representing them;
   (f) entities other than those referred to under (a) to (e) that are social insurance contributors: documents proving identity and/or that a specific activity is being carried out, where required by law.
2. application on standard form approved by the Executive Director of the Registry Agency;
3. statement attesting to the veracity of the particulars declared, signed by the applicant;
4. a document proving payment of a State fee under the schedule approved by the Council of Ministers.

Each item received for entry in the register's computer system (application or correction request) is given a unique reference number in the format 'yyyymmddhhmmss' (year, month, day, hour, minute, second).

Applications and requests for entry or deletion are examined by a registration official, in order of receipt. The registration official issues a decision on applications and requests for entry or deletion by close of business on the day following the day of receipt.

Depending on the type of decision, the outcomes may be as follows:

• instructions, electronically signed by the registration official on completion of examination of the application concerned and published immediately in the trader's account - to be implemented within 5 working days;
• a refusal, electronically signed by the registration official on completion of examination and published immediately in the entity's electronic account;
• a registration order, electronically signed by the registration official upon completion of examination. After the entry is made, the BULSTAT computer system automatically generates the entry number in the format specified above. The year, month and day are those of automatic publication by the computer system, while the hour, minute and second record the time at which registration was ordered by the registration official.

The register can be searched online by:

• name or UIC/ID number of the entity;
• company file/year/provincial court;
• application number, entry number;
• linkage between entities.