Companies and non-profit legal entities that carried on economic activity during the preceding year are obliged to publish their annual financial statement (ГФО) in the Commercial Register and the Register of Non-Profit Legal Entities.

Obliged persons and time limits for publication

Commercial companies
All traders within the meaning of the Commerce Act (ТЗ) must publish their annual financial statements for the preceding year by 30 June of the current year. This includes limited liability companies (EOOD, OOD), joint-stock companies (AD), sole traders (ET), limited partnerships (КД), partnerships limited by shares (KDA) and general partnerships (СД), where they are subject to an independent financial audit. In certain cases, an activity report is also required.

Traders that have not carried on economic activity are exempt from the obligation to publish an ГФО, but must file a declaration of no activity by 30 June. If the deadline is missed, they must publish an ГФО and pay the relevant fee.

Sole traders
Sole traders that are not subject to mandatory audit are not obliged to publish an ГФО or a declaration of no activity.

Civil-law partnerships
Civil-law partnerships publish their ГФО in a print publication or on the internet by 30 September, if they have carried on activity.

Non-profit legal entities
Non-profit legal entities designated for public benefit publish their ГФО in the Register of Non-Profit Legal Entities by 30 September. Non-profit legal entities that have not been re-registered publish their statements in an economic publication or on the internet until the moment of re-registration.

Documents required for publishing an ГФО

The minimum documents required for publishing an ГФО in the Commercial Register include:

  • Application, form Г2
  • The annual financial statement and, if required, an activity report
  • Minutes of the decision of the competent body approving the statement
  • A declaration as to the truthfulness of the circumstances declared
  • Proof of the state fee paid
  • A power of attorney, if the application is not filed in person

Depending on the type of company and the composition of the partners or shareholders, additional documents may be required, such as a certificate of current status of a partner, of a foreign legal entity, and others.

Filing the documents

The documents may be filed on paper at any office of the Registry Agency or electronically.

The applicant may be the legal representative of the trader, an attorney holding a power of attorney, the preparer of the ГФО, or an ordinary authorised representative with a notarised power of attorney.

State fees

The state fee has been abolished at present and is no longer due.

Fines and sanctions

The Accountancy Act provides for substantial fines and sanctions for persons who have failed to fulfil their obligation to publish the annual financial statement (ГФО) in the Commercial Register or the Register of Non-Profit Legal Entities within the prescribed time limits. The responsible officials may be fined between BGN 200 and BGN 3,000, and the undertaking may be subject to a pecuniary sanction of between 0.1% and 0.5% of the net sales revenue for the reporting period for which the ГФО was not published, but not less than BGN 200. In the event of a repeated violation, the fines and sanctions are doubled.

If an ГФО is filed for publication within the deadline of 30 September but a refusal is issued, and a new application for publication is filed within 14 days of the refusal entering into force, the financial statement is deemed to have been filed on time and no sanctions will be imposed.

The sanction for failing to publish an ГФО or a declaration of no activity is between BGN 500 and BGN 1,000. If a trader has not published its annual financial statements for the last three years, insolvency proceedings may be initiated, as the trader is presumed to be insolvent.

In recent years, the Registry Agency and the National Revenue Agency have increasingly cooperated to detect violations relating to the publication of ГФО and to impose the corresponding sanctions. Even if you have missed the deadline for publishing an ГФО, it is advisable to do so as soon as possible, since, in the event of an appeal, the sanction may be cancelled or reduced on account of the minor nature of the case.

Should you require assistance in preparing the necessary documents and in filing the ГФО in the Commercial Register or the Register of Non-Profit Legal Entities, please contact us on tel.: 0887550706 or by e-mail: [email protected]