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By the end of June 2010 all Bulgarian companies registered in the Registry Agency must submit their financial reports for 2009, which is done in the Bulgarian Trade Register of the Registry Agency.

The companies that do not submit their annual financial reports on time are facing penalties from 2000 up to 3000 leva. There are more than 27000 such companies in Bulgaria for 2008.

The list of those companies has already been prepared by the Bulgarian Registry Agency and the National Revenue Agency. The deadline for submitting those reports was June 2009 so they are almost one year late with that.
The good news is for those who even though have missed the deadline have submitted the reports with some delay. For them the penalties will be significantly lower, the National Revenue Agency promised.

Each operating company must make and submit an annual financial report on the results of its activities during the reporting year by 31st of March of the following year. After completion of the annual balance of the accounts, for the company is being drawn up an annual financial report for the activity, which provides summary information about the accounting to the moment under the company's accounting policies during the past fiscal year. The relevant accounting policy of each company include the bases for evaluation when preparing the annual financial statements and is an important part of the corporate accounting, determining the manner for the formation of the company's financial results.

The annual financial statements are based on the international accounting standards and are the final stage of the accounting through the entire year. At preparing the annual financial statement must be taken into account that, although independent from one another, the details of the report at the beginning of the current reporting period should coincide with the data from the end of the previous reporting period. This annual report is made towards 31 December of the year and should fairly present the financial and property status of the company, the changes in the cash flows and the capital.

According to the Law on Accounting, the proposed annual financial statement must meet several important conditions, namely: to be understandable and useful, to give an opportunity to be evaluated past, present and future events, to be clear of mistakes and the information from various years to be comparable. The items which compose the annual financial statements include a balance sheet and cash flow report, income and expenditure accounts report, report for the capital and several appendixes. When submitting the annual financial statements of trade companies should be prepared several documents, namely: a certificate of company accounts, balance, minutes of general meeting, the sole act of the owner and power of attorney certified by a notary, in case that the documents are submitted by accountant representing the company.

When the annual financial statement has been prepared, the company should prepare its annual tax declaration according to the Law on the Corporate Income Tax, while the individuals must submit an annual tax declaration for income tax on individuals. Namely, the aforementioned annual tax declaration shall be filed by all persons who are taxable and this shall be done according to the deadlines set by law. The information should be accurate and the deadlines must be met to avoid fines. After the annual balance of accounts are to be prepared the opening balances for the next year and to be made a comprehensive statement of the Company for the year under review. This annual balance of accounts is based on changes in the law for the reporting period.

If you need an experienced accountant to do your companies’ annual financial report please contact us.

The annual tax declaration of the individuals include information concerning the income acquired during the year from employment, other business, rent or granting rights or property, income from the sale or exchange of property, as well as other sources such as benefits, awards and more. The annual tax declaration of individuals is made regardless of the amount of the declared income received during the previous fiscal year. The deadline for submission of the annual tax declaration of individuals is by the end of April each year. When individuals submit their tax declarations until early February, they enjoy a discount of five percent on the paid part of the tax. When the declaration is filed electronically the five percent discount applies until the end of April. The annual tax declarations of the individuals shall be filed in the Territorial Directorate of NRA in accordance with the permanent address of the person. When the individual is a foreign national, the annual tax declaration is submitted by the representative of Directorate of NRA where the proxy resides.


The annual financial statement shall be drawn by:
– Individuals in their role of accountants
– Specialized accounting houses and businesses

The annual financial report contains:
– Signature of the head of the business or an authorized individual
– Company stamp (if the report is for a company and not for an individual)

The annual financial report shall be published in economic journals and on the iInternet from:
– companies that are not re-registered by the end of May 2009 and are subject to independent financial audit
– civil associations
– legal persons who are not traders
– foreign entities doing business in the country

The penalties associated with the annual financial statements of companies and individuals include:
– the individuals who have not filed their annual financial statements in time shall be punished by a fine or penalty of up to 500 leva. When there is a repeat offense, the fine is up to 1000 leva.
– the individuals who have filed false information in their annual financial statements shall be punished by a fine or penalty of up to 1000 leva. When there is a repeat offense, the fine is up to 2000 leva.
– sole traders who do not submit their annual financial statement together with their annual tax declaration or do not make it on time, are to be fined to an amount of up to 500 leva. When there is a repeat offense, the fine is up to 1000 leva.
– sole traders, for whom the annual financial statements are subject to compulsory financial audit and does not submit a copy of the report under the law for independent financial audit or does not meet the deadline are fined to the amount of up to 2000 leva. When there is a repeat offense, the fine is up to 4000 leva.

With effect from October 1, 2006 the Bulgarian Parliament adopted a law concerning the commercial register, which follows the European practices and requirements under which the registration of companies shall be under a new procedure in the Registry Agency under the Ministry of Justice. Thus, the commercial registration is transformed into an administrative one, which facilitates the procedure and improves the quality of service provided. Another plus is the creation of a uniform electronic commercial register, with the help of which can be quickly issued certificates and will be allowed instant electronic access to the database, which will be updated continuously with information about acts and others. In the commercial register has been introduced a unique identification code, which shall replace the hitherto used BULSTAT.

According to the adopted law for the commercial register, the companies will have a unique name for the entire country, while the check-ups will be made and transmitted in electronic form. Moreover, the updates will be made on the basis of an application that can be accepted in electronic form as well. These applications, the complaints and the judicial acts will be entered in the electronic register. That commercial register will be public, and each citizen will have the right to free access, but the making of references and certificates will be paid according to the appropriate state fee. All companies must be reregistered and entered in the commercial register. This pre-registration is free of charge and is compulsory up to the end of this year 2010. In the event that this period is omitted, the Registry Agency will perform re-registration through its official channels, then will open up proceedings and accordingly the company will be deleted.

The necessary documents required for registration and re-registration of companies in the commercial register includes an application for re-registration form, which depends on the legal form of the seller; certificate of good standing; application form for declaration of association contract or articles of association, and an application form for registration of new circumstances. The re-registration certificate is to be issued by the court of registration within three days after submission and no state tax is due. When this certificate is forwarded, the court of registration shall provide the Agency with an access to the company case for taking down the information. At the re-registration, traders will be removed from the BULSTAT register and this code will become a unique identification code or Uniform Identification Code (UIC). At the re-registration, the companies' names should not coincide. However, if there are any matches, then the agency shall notify the traders which have matching names and shall enable them to change their name within a period of two months. If such change is not made, the agency shall re-register the trader by entering in the name the locality, and if necessary a figure.

The documents required for re-registration of the company are:
– Application to court for a certificate of good standing
– A copy of the court's decision
– A copy of the Bulstat card
– A copy of the company contract or statute
– Stamp of the company
– Identity card of the manager and the associates
– Signed declaration under article 13, paragraph 4 of the Commercial Register
– Certified attorney in case the documents must be submitted by a lawyer representing the company
The deadline for obtaining the unique identification code is five days.

For starting re-registration process:

When there is no observation of the deadline for re-registration of traders is issued an official certificate for re-registration and then, once entered, these companies are archived and deleted from the agency. The agency enters the company and terminates its operations by using a liquidator who is liable shareholder if the company is of personal management, or is a member of the managing committee if this is a capital company. The liquidation costs are on the account of the seller and are expected to be around a thousand leva due to the need for appointing persons to conduct inspections of the company belongings. Another important factor which should be known is that if the company is not re-registered, its annual financial statements can not be published.

Located in Eastern Europe, Bulgaria is offering the key managers of global US and European companies a great base for the outsourcing of their businesses. Once concentrated in countries like India and also having China and Vietnam in their shortlist, today the European and the North American companies are looking towards a country which has less social and cultural differences. Bulgaria is such a country for them – it has stable economy, a well-developed educational system forming specialists in computer sciences, electronics and engineering, physics and mathematics, etc. The excellent education has placed Bulgaria into the fifth place in the world when it goes to sciences which make it today a tempting zone for outsourcing of businesses because of the high mental potential of the young specialists. An interesting fact to mention is that Bulgaria ranks second in the IQ tests made by MENSA and the SAT test results. In the IT sphere, the country is among the top ten destinations when it goes to certified IT professionals.

Which are the global companies that have already outsourced their business in Bulgaria? Several major companies have established their branches in the Bulgarian capital Sofia in the last few years. Among these outsourcing pioneers are the German software company SAP, which has focused some of its major Java software development in Sofia. Another giant company that has outsourced part of its business activities is IBM, which was soon followed by HP, Oracle, Cisco Systems, Ericsson, Siemens, etc. and many more companies which joined the group after Bulgaria entered the European Union in January 2007.

One of the main questions that the outsourcing companies often face is connected to the potential of the Bulgarian professionals and their ability to develop and further educate themselves. These young people have several main qualities – they speak good English, they are technically aware and they know how to program well. The Bulgarian programmers have proven their ability to understand and work perfectly with the software code and to observe the deadlines of the different projects. This turns Bulgaria and its capital Sofia into a tempting offshore destination, which has potential and all the preconditions for remaining such country for a very long time.

Bulgaria is among the most tempting countries to start a business in because of the favorable business conditions, the modern ways to make business including the options for opening virtual offices and renting serviced office in Sofia, and of course thanks to the competent young professionals, including accountants, lawyers, property managers, etc. Foreign investors, who wish to start business in the Bulgarian capital Sofia, should know that currently both the flat income tax rate on the individuals and the standard corporate tax is 10 %. All individuals in Bulgaria are subjects of a tax on their income as employees or self-employed persons. When a foreign individual is a permanent resident of the country, tax will be calculated on the income earned in Bulgaria and the income earned outside the country. If a foreign resident is employed in the country, then the tax is set on the income earned in Bulgaria. This income tax and the national insurance are deducted by the employers from the salary of the employees every month. Besides the 10 % corporate tax, the companies are further subjects to special tax rate if they are dealing with insurance or gambling.

The corporations in Bulgaria could be four types – this information would be useful to you no matter if you set up a virtual office, a serviced office or an office for long-term rent.
– The first option is to set up a limited liability company which in Bulgaria is with the suffix OOD. To set up such a company is needed at least one shareholder, that could be a company or an individual but director must be appointed. According to the new laws, no initial capital is needed to set up a company. The minimum share capital in this case is five thousand leva and the owners of the company are liable only for that amount.
– The second option is to set up a liability company with one shareholder only where the suffix in Bulgarian is EOOD. This company is owned only by one individual who can be also a foreign resident and is seen as a director of the company.
– The third option is the so called consolidated company with the suffix AD in Bulgarian. This company has at least one shareholder with the minimum value of the share – one leva. The minimum registered capital of the consolidated company is 50 000 leva and at least one fourth of the registered capital must be paid before the registration is made. The consolidated company is managed by a board of management.
– There is yet another, final option to set up a company with a single shareholder, where the suffix is EAD and the company is owned and controlled only by one shareholder. In such cases the owner is obliged to fill in an annual balance sheet for the tax authorities.

The other basic information for the investors who are planning to set up a virtual office, to use the service of the one-day offices or to rent a long-term office in Sofia or in any other place of Bulgaria concerns the capital gains tax, which is paid by individuals when there is a sale of real estate, vehicles, etc and this tax is paid on the difference between the sale and the market price. The capital gains tax for Bulgarian companies is added to the regular income. It is important to remember that the tax year in Bulgaria ends on 31st December, while the annual report of the limited companies must be presented by 31st March. Individuals should file this annual report by mid of April. The companies which had profit the previous year, should pay twelve monthly payments in advance during the following year, while the new companies should make four advance payments, one each third month of the year.

Will you set up a virtual office or will set up a company and need an office for a long-term in Sofia? Then it will be good to know that in Bulgaria the employer is obliged to deduct tax at source from the employee and in this way to make an additional contribution to the social security sphere. The social security rates are around 21.4 per cent for the employers and 13 per cent for the employee. Tax deductions at source are also made in case of dividends when the standard deduction is 5 %, in case of interest or royalties with the standard tax is being 10 %. In situations of foreign residents, the tax deducted at source is always subject to the Double Taxation Prevention Treaty.