Companies that did not carry out any activity during 2019 and subsequent years must submit a declaration of no activity under Article 38(9)(2) of the Accountancy Act to the Commercial Register by 30 June.

Sole traders who are not subject to mandatory independent financial audit, as well as sole traders who did not carry out any activity during the reporting period, do NOT submit a declaration of no activity.

Civil-law partnerships (ДЗЗД) that did not carry out any activity during the reporting period publish a declaration of no activity in an economic publication or via the internet by 30 June.

All non-profit legal entities (associations, foundations and community centres), regardless of whether they are for public or private benefit, which have re-registered with the Registry Agency, submit a declaration of no activity to the Register of Non-Profit Legal Entities by 30 June.

Non-re-registered NPLEs, if they did not carry out any activity during 2019 and subsequent years, must publish a declaration of no activity in an economic publication or via the internet by 30 June. The declaration may also be published on the website of the respective ЮЛНЦ.

The submission of a declaration under Article 38(9)(2) of the Accountancy Act will now be a one-off matter. If a declaration was submitted for 2019 and if no activity was carried out in 2020, companies and NPLEs will not submit a new declaration in subsequent years.

Required Documents

For the announcement of a declaration under Article 38(9)(2) of the Accountancy Act in the Commercial Register and the Register of Non-Profit Legal Entities, the following documents are required:

  • Application, Form Г3;
  • Declaration of no activity under Article 38(9)(2) of the Accountancy Act;
  • Declaration of no activity under Article 38(9)(2) of the Accountancy Act, in which the personal data, other than that required by law, has been redacted;
  • Declaration as to the truthfulness of the circumstances submitted for entry and the acceptance of the acts submitted for announcement, under Article 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act;
  • Power of attorney, if the application is not submitted in person by the legal representative of the respective trader or non-profit legal entity.

The text of the declaration of no activity is now in a form approved by the Minister of Finance.

Methods of Submitting the Documents

The documents may be submitted on paper at any office of the Registry Agency, and not only at the one for the registered seat of the respective trader or ЮЛНЦ. The law does not permit the documents to be sent by post or courier, owing to the need to verify the identity of the person submitting them.

Since long queues form outside the offices of the Registry Agency during the month of June, we recommend that you submit the documents electronically in order to save time.

The documents may be submitted in person by the legal representative of the respective trader or ЮЛНЦ, i.e. the person entered in the Commercial Register or in the Register of Non-Profit Legal Entities as their representative (e.g. the manager, the executive director, and so on).

A lawyer authorised by an express written power of attorney may also submit the documents for the announcement of a declaration of no activity. The advantage in this case is that the lawyer's power of attorney is not required to be notarially certified, and the fee for notarial certification of the signature of the representative of the respective trader or ЮЛНЦ is saved.

The accountant of the company or ЮЛНЦ may NOT submit the declaration of no activity.

The documents may also be submitted by an ordinary authorised representative. They must sign an express declaration under Article 13(5) of the Commercial Register and Register of Non-Profit Legal Entities Act. They must hold an express power of attorney, which does not need to be notarially certified. However, where an Application for the announcement of a declaration of no activity, Form Г3, is submitted by such an authorised representative, the Application Г3 itself must, without exception, bear a notarial certification of the signature of the representative of the respective trader or ЮЛНЦ.

Fees and Deadlines

No state fee is payable for the announcement of a declaration of no activity in the Commercial Register and in the Register of Non-Profit Legal Entities.

The Registry Agency must send the НАП lists of the persons who have applied for the announcement, in the Commercial Register and the Register of Non-Profit Legal Entities, of a declaration under Article 38(9)(2) of the Accountancy Act.

Serious sanctions and fines are envisaged for failure to submit such a declaration. The responsible officials are fined in an amount ranging from BGN 200 to BGN 1,000, and the enterprise is subject to a pecuniary sanction ranging from BGN 300 to BGN 2,000. If the violation is committed repeatedly, the fines and sanctions are doubled.

If you wish to save time, we can assist you and submit the declaration of no activity for your company, foundation, association or community centre. There is no need to come to our office – you will receive the completed documents by e-mail, so that you can sign them and send them back to us, again by e-mail. We will submit your documents to the Commercial Register and the Register of Non-Profit Legal Entities on the very same day and will send you a notification with an incoming number. Contact us on tel.: 0887550706 or by e-mail: [email protected]