Bulgaria updates procedure for filing of Annual Financial Statements

3 July 2020 - On 14th March 2020, Bulgaria amended its regulations regarding the publication of Annual Financial Statements for micro, small and medium sized enterprises, including branches of foreign Companies.

Under the recent amendment of the art. 62a, para. 2 of Ordinance No. 1 for the Administration, Maintenance and Access to the Commercial Register and the Register for Non-Profit Legal Entities, a new Declaration, issued by the legal representative of the Company, must be submitted with the Bulgarian Commercial Register.

The implementation of the new Declaration intends to simplify the publishing procedure, as, with certain exceptions, the concerned Bulgarian enterprises are no longer required to disclose the documentation regarding the adoption of Annual Financial Statements, i.e., proxies, invitations, shareholder meeting minutes, etc. A standalone Declaration, stating the size of the Company and certifying that the Annual Financial Statements and business report have been duly adopted through a competent governing body of the Company, is now sufficient for the successful publication with the Commercial Register.

Are there exceptions to the new rule?

The medium sized Bulgarian enterprises should take into consideration art. 38, para. 5 of the Accountancy Act. In terms of the latter, if the resolution for distribution of profit or loss and the resolution for the approval of the financial statements are part of the same shareholder meeting minutes, then these minutes, including the documents for convening such a meeting, must still be submitted to the Commercial Register. The non-compliance with this regulation may result in pecuniary penalties.

The size of Company is determined by the following criteria:

- Micro-Company: (i) balance value of the assets – BGN 700 000; (ii) net revenues from sales – BGN 1 400 000; (iii) average number of staff - 10 people.

- Small Company: (i) balance value of the assets – BGN 8 000 000; (ii) net revenues from sales – BGN 16 000 000; (iii) average number of staff – 50 people.

- Medium Company:  (i) balance value of the assets – BGN 38 000 000; (ii) net revenues from sales – BGN 76 000 000; (iii) average number of staff – 250 people.

 

In order to fall into the respective category, the Company should not exceed at least two of the criteria as at 31st December of the reporting period.

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