On November 29, 2024, an Ordinance amending and supplementing Ordinance No. 1 from 2007, governing the maintenance, storage, and access to the Commercial Register and the Register of Non-Profit Legal Entities, was published. The changes aim to improve the efficiency of registration processes, enhance transparency, and facilitate access to information.

The main changes affected are:

1. Templates for company agreements and founding acts:

• A possibility is introduced for the articles of association of OOD or articles of incorporations of sole proprietorships EOOD to be drafted using templates, with the help of new annexes, namely:

       Annex 4: Template of articles of association for OOD.

       Annex 5: Template of articles of incorporations for EOOD.

2. Electronic documents:

• It is guaranteed that contributions to the share capital of companies can be done online, with the automatically generated documents from the so-called “online banking” services serving as a valid proof before the registry.

3. Registration of non-monetary contributions included in the articles of association of a variable capital company (VCC):

• The documents required for the registration of a VCC are specified in detail, particularly regulating that in cases of a non-monetary contribution involving a right whose establishment or transfer requires notarized form, a written consent by the contributor must also be provided. This consent should include a description of the contribution and a notarized certification of the contributor’s signature.

4. Interconnection of Registers:

• The legal framework expands the scope of information exchanged through the system for interconnecting the registers of EU Member States is further developed, particularly regarding branches registered in another country.
• A mechanism is introduced for the automatic entry of information received through the system, both concerning a foreign parent company that has registered a branch in Bulgaria and the registration or closure of a branch of a Bulgarian company in another country.

5. Detailing procedures:

• Immediate distribution for the review of incoming notifications from the register linking system is ensured.
• Updated procedures for registering discrepancies, including notifications under the Anti-Money Laundering Act.

6. Inquiries and access:

• Possibilities for performing free inquiries through the system for interconnecting registers are introduced.

From a practical perspective, the new amendments and additions to Ordinance No. 1 from 2007, which governs the maintenance, storage, and access to the Commercial Register and the Register of Non-Profit Legal Entities, aim to simplify the procedures for registering commercial companies, facilitate the use of electronic documents for online contributions, and ensure interconnectivity between national registers within the EU.