Bulgaria's Commercial Register Act (ЗТРРЮЛНЦ): 2026 analysis
Analysis of Bulgaria's ЗТРРЮЛНЦ: scope, registration proceedings, effect of entries, appeals and the new register of persons deprived of management rights.
The Commercial Register and Register of Non-Profit Legal Entities Act (Закон за търговския регистър и регистъра на юридическите лица с нестопанска цел, ЗТРРЮЛНЦ) is the backbone of transparency in Bulgarian commerce. Over the last two years the regime has undergone significant structural changes: State Gazette (Държавен вестник, ДВ) No. 87 of 2025 introduced an entirely new chapter on the register of persons deprived of management rights, and a series of amendments has reached ДВ No. 25 of 2026. This article sets out the current regime chapter by chapter: subject matter, effect of entries, registration proceedings, appeals and protection against unlawful entries. It clearly separates established practice from the latest legislative developments.
❓What does the Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ) regulate?
Source: ЗТРРЮЛНЦ, Art. 1 and Art. 11
Legal framework and subject matter (Arts. 1 to 3)
The Act was promulgated in ДВ No. 34 of 25 April 2006 and has been in force since 1 January 2008. Its original title covered only the commercial register. An amendment in ДВ No. 74 of 2016, in force from 1 January 2018, changed the title and widened the scope to the register of non-profit legal entities (юридически лица с нестопанска цел, ЮЛНЦ), and the two registers were merged into a single electronic platform maintained by the Registry Agency.
Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ)
Art. 1(1)
Title and scope amended, ДВ No. 74 of 2016, in force from 01.01.2018. The subject matter of the Act sets out four main functions: registration, keeping, storage and access.
Official Bulgarian text
„Този закон урежда регистрацията, воденето, съхраняването и достъпа до търговския регистър и до регистъра на юридическите лица с нестопанска цел, както и действието на вписванията, заличаванията и обявяванията в тях.“
The distinction between the commercial register and the BULSTAT register matters in practice. The ЗТРРЮЛНЦ governs the registration of the entities themselves (traders, branches and non-profit legal entities) and of the circumstances on their file that are subject to registration. BULSTAT, governed by a separate law, is a register of the unified identification code for entities outside the scope of commercial registration. The Unified Identification Code (Единен идентификационен код, ЕИК) under Art. 23 ЗТРРЮЛНЦ accompanies the trader throughout its legal life.
Effect of entry, deletion and announcement (Arts. 6 to 10)
The core of the Act is the effect of an entry on third parties. Every trader and every non-profit legal entity must apply for entry of the circumstances that are subject to entry, and must submit the acts that are subject to announcement (Art. 6). From the moment of entry, the circumstance is deemed to have become known to third parties acting in good faith: this is the disclosure effect of the register.
Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ)
Art. 7(1)
Disclosure effect with a 15-day buffer protecting third parties acting in good faith.
Official Bulgarian text
„Вписаното обстоятелство се смята, че е станало известно на третите добросъвестни лица от момента на вписването. До изтичането на 15 дни от вписването то не може да се противопостави на трети лица, които докажат, че им е било невъзможно да го узнаят.“
Entry also has a protective effect for third parties acting in good faith, through the presumptions in Art. 10. Deletion ends the effect of the entry for the future (Art. 8), and announcement gives publicity to the act submitted (Art. 9). In practice it is key not to mix up the three regimes, because they produce different legal consequences.
| Criterion | Entry | Announcement | Deletion |
|---|---|---|---|
| Subject | A circumstance on the file | The content of an act | A circumstance that no longer applies |
| Effect | Disclosure to third parties | Publicity of the act | Ends the effect for the future |
| Basis | Art. 7 | Art. 9 | Art. 8 |
| When the effect arises | From the entry (15-day buffer) | From the announcement | From the deletion, for the future |
The distinction between the three register effects under the ЗТРРЮЛНЦ.
Registration proceedings: application, review and time limits (Chapter Two)
Registration proceedings begin with an application on a standard form (Art. 13) and payment of the state fee due under the tariff of the Council of Ministers (Art. 12). Applications are considered by a registration officer (длъжностно лице по регистрацията) in the order in which they are received (Art. 19(1)). A registration officer must be a person with a higher education in law, legal capacity and legal experience of not less than 3 years (Art. 20).
Stages of the registration proceedings
Application on the standard form and state fee
Filing the application under Art. 13 and paying the fee under Art. 12.
Review by the registration officer (Art. 21)
Checking the form, procedure, authority to represent, documents and fee paid, across the eleven items of Art. 21.
Instructions on irregularities (Art. 22(5))
Where documents are missing or the fee is unpaid, instructions are given to correct the irregularity, announced on the electronic file.
Decision: entry or reasoned refusal
Entry, deletion or announcement where the requirements are met (Art. 22), or a reasoned refusal under Art. 24.
The time limits for a decision differ. Under the general rule, the registration officer decides immediately after three working days have passed from receipt of the application (Art. 19(2)). Applications for the initial registration of traders are considered by the end of the next working day (Art. 19(3)). The scope of the review is strictly formal: the registration officer checks the documents submitted by their outward features, not the material reality of the relationships they reflect.
Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ)
Art. 22(5)
New, ДВ No. 25 of 2012; amended, ДВ No. 74 of 2016. The instructions are announced on the electronic file; a refusal is issued if they are not complied with within the period under Art. 19(2).
Official Bulgarian text
„Когато към заявлението за вписване, заличаване или обявяване на търговеца или юридическото лице с нестопанска цел не са приложени всички документи, които се изискват по закон, или когато не е платена дължимата държавна такса, длъжностното лице по регистрацията дава указания на заявителя за отстраняване на нередовността.“
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Appealing a refusal and protection against unlawful entries (Art. 25, Art. 29)
A reasoned refusal by the registration officer is not final. It can be appealed to the regional court (окръжен съд) for the seat of the trader or non-profit legal entity within 7 days of service (Art. 25). The appeal is filed through the Registry Agency, which sends it to the court immediately, together with the refusal, the application and its attachments.
Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ)
Art. 25(1)
Supplemented, ДВ No. 74 of 2016. The appeal is filed through the Registry Agency (Art. 25(2)).
Official Bulgarian text
„Отказът подлежи на обжалване пред окръжния съд по седалището на търговеца или клона на чуждестранен търговец, юридическото лице с нестопанска цел или клона на чуждестранно юридическо лице с нестопанска цел в 7-дневен срок от връчването му.“
A separate and practically important mechanism is protection against an entry that has already been made unlawfully. It is not exercised by appeal but by bringing an action. Any person with a legal interest, and the prosecutor, may bring a declaratory action for nullity or inadmissibility of the entry, or for the non-existence of an entered circumstance (Art. 29).
Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ)
Art. 29(1)
The action is brought before the regional court for the seat of the entity to which the entry relates (Art. 29(2)).
Official Bulgarian text
„Всяко лице, което има правен интерес, както и прокурорът, може да предяви иск за установяване на нищожност или недопустимост на вписването, както и за несъществуване на вписано обстоятелство.“
Practical note on protection under Art. 29
Publicity and access (Chapter Three, Art. 11)
Publicity is the main function of the register for the security of commerce. The commercial register and the register of non-profit legal entities are public, and access to the database is free and unrestricted, except for information for which a law provides a different regime. Art. 11 was last amended by ДВ No. 49 of 2025.
Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ)
Art. 11(1)
Amended, ДВ No. 74 of 2016; amended, ДВ No. 49 of 2025. The Agency provides registered access to the entity’s file (Art. 11(2)).
Official Bulgarian text
„Търговският регистър и регистърът на юридическите лица с нестопанска цел са публични с изключение на информацията, за която със закон е предвидено друго. Всеки има право на свободен и безплатен достъп до базата данни, съставляваща регистрите.“
Free and unrestricted
Access to the database of the commercial register and the register of non-profit legal entities (Art. 11(1))
Source: ЗТРРЮЛНЦ, Art. 11
Changes in 2025 and 2026: the register of persons deprived of management rights
The most significant structural novelty is the new Chapter Four “а”: the register of persons deprived of management rights, introduced by ДВ No. 87 of 2025. It widens the subject matter of the Act (a new paragraph 2 of Art. 1) and covers the keeping, storage of and access to data on persons deprived of the right to be managers or members of management boards, supervisory boards or boards of directors. This development is not covered by any of the competing materials in the top search results.
Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ)
Art. 1(2)
New, ДВ No. 87 of 2025. The new register is tied to the registration proceedings: under Art. 21, item 8, the registration officer checks that the managers named in the application have not been deprived of management rights.
Official Bulgarian text
„Този закон урежда и воденето, съхраняването и достъпа до регистъра на лицата, лишени от права да бъдат управители или членове на съвет на директорите, на надзорен или на управителен съвет - регистър на лицата, лишени от управленски права.“
A caution: the version in force against the latest version
Administrative penalty provisions (Chapter Six, Arts. 40 to 42)
The duty to apply for entry is backed by a sanction. A person who is required to, but does not, apply for entry of a circumstance under Art. 4 or submit an act under Art. 5 within the period set by law is punished with a fine. If, after a fine has been imposed, the person under the obligation remains inactive, they are punished again every month until the acts are carried out (Art. 40(3)).
Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ)
Art. 40(1)
Amended, ДВ No. 84 of 2023. Violations are established by statements, and penal decrees are issued by the executive director of the Agency under the Administrative Violations and Sanctions Act (ЗАНН) (Art. 41).
Official Bulgarian text
„Лице, което е задължено, но не заяви вписване на обстоятелство по чл. 4 или не представи акт по чл. 5 в определения от закон срок, се наказва с глоба от 1000 до 5000 лв.“
Sanctions under Chapter Six (amounts in force, from lex.bg)
Failure to apply under Art. 4 or to submit an act under Art. 5 (Art. 40(1))
Amended, ДВ No. 84 of 2023.
1000 - 5000 BGN
Continued inaction after a fine has been imposed (Art. 40(3))
Until the acts are carried out.
a fine every month
Breach of Art. 23(6) by an official (Art. 40(5))
Amended, ДВ No. 84 of 2023.
500 - 1000 BGN
Total
Different offences, depending on the breach
The amounts are reproduced from the text in force on lex.bg. A separate regime under Art. 40(6) refers to the sanctions under the Measures Against Money Laundering Act.
Euro redenomination from 1 January 2026
Checklist before applying to the commercial register
A practical check for managers, in-house lawyers and accountants before filing.
Application on the standard form for the entry, deletion or announcement sought (Art. 13)*
All documents required by law and the act subject to announcement (Art. 21, item 4)*
The application comes from an authorised person and the form and procedure are observed (Art. 21, items 1 and 3)*
The managers and members of bodies named have not been deprived of management rights (Art. 21, item 8)*
State fee due has been paid (Art. 21, item 11)*
Filing deadline observed, to avoid the sanction under Art. 40
Failure to apply in time leads to a fine of 1000 to 5000 BGN.
* Mandatory
The ЗТРРЮЛНЦ remains a dynamic area: around the core of the registration proceedings, the legislator keeps adding new registers and automated regimes. For the practising lawyer, manager or accountant the key is twofold: knowing the stable structure (effect of entry, proceedings, appeal, protection by action) and carefully checking the current text in every specific case.
Legal information, not legal advice
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