The New Legal Amendments Regarding the Annual Financial Statements

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On April 24, 2020 amendments to the Commercial Register and the Register of Non-Profit Legal Entities Act (the CRRNPLEA) were promulgated in the State Gazette (in Bulgarian language). While using the transitional and final provisions of the CRRNPLEA, amendments are provided also in The State of Emergency Act, announced by a decision of the National Assembly as of March 13, 2020.

The amendments that enter into force since the promulgation of the law

These amendments enter into force upon the promulgation of the Act and also apply to the procedures for declaring of the annual financial statements (AFS) at the Commercial Register and the Register of NPLE that have not yet been completed.

The amendments to the CRRNPLEA are of particular importance for the small and medium businesses (micro-enterprises, small enterprises and medium-sized enterprises within the meaning of the Accounting Act). The applicants are no longer obliged to enclose any evidence for the resolution adoption for approval of the AFS and the annual activity report by the competent bodies of the legal entity, with the application for their publication in the Commercial Register and Register of NPLE. The representative of the respective entity shall only present a declaration about these circumstances. This shall also apply to pending procedures.

It should be noted that the present amendments concern only the proceedings before the Commercial Register and Register of NPLE, but do not introduce any changes in the Commerce Act and in the regime of holding general meetings by the companies.

These amendments are in addition to the amendments introduced by the State Gazette of March 14 in Ordinance No. 1/February 14, 2007 on keeping, storing and accessing the Commercial Register and Register of NPLE. A form of the declaration mentioned above is presented to in the Ordinance.

The amendments that enter into force as of 2022

According to the other part of the amendments, which enter into force as of January 1, 2022, the legal entities shall be exempt from fees for publication of the AFS in the the Commercial Register and Register of NPLE.

As of the same date the applications for AFS and the declarations for lack of commercial activity shall be submitted electronically in accordance with the procedures and deadlines as set down in statistical forms, approved by the president of the National Social Security Institute, and the managing directors of the National Revenue Agency and the Registry Agency.

The amendments in the State of Emergency Act

Once again, changes are made to one law through transitional and final provisions of another that has nothing to do with the scope of the amended one.

In the present case this amendment entitles the Council of Ministers to impose temporary measures for protection of goods produced on the territory of the Republic of Bulgaria and to pose restrictions on the import of goods from non-EU member states.

The sanction for violation of these measures is from BGN 15 000 to BGN 20 000, whereas for repeated violation the fine amounts from BGN 30 000 to BGN 50 000.

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