Companies often undertake changes to their business names – the Commerce Act explicitly entitles companies to request a change to their registered business names. In numerous situations, usually in connection with the various requirements and restrictions set forth in acts of special legislation, companies also undertake steps for amending or supplementing their registered scope of activity.
The business name is the name under which a company carries out its business and signs. The law provides for certain requirements as to the business name. It must correspond to the truth, must not deceive and must not be offensive to public order and morals. The name may be used only by the company which has requested its registration. The company name may not be similar or identical to a registered trade mark, unless the company owns the rights to such mark. The company is under the obligation to write its business name in Bulgarian – it may additionally write it in a foreign language.
The scope of activity may also be seen as an identification feature of the company’s legal personality since it reveals the nature of the company’s business and presents the company in the economic life. The scope of activity has largely lost its significance mainly because legal entities have general, universal legal capacity.
The business name and the scope of activity are among the circumstances subject to mandatory entry into the Commercial Register. The Commerce Act requires that they are also part of the mandatory minimum content of the statutes of the various types of companies – Articles of Partnership of a General Partnership, Articles of Association of a Limited Liability Company, Incorporation Deed of a single-person LLC, By-Laws of a Joint-Stock Company, etc.
That is why making changes to the business name or the scope of activity entails the necessity of registering such changes in both the Commercial Register and the statutes of the company. The Commercial Register Act provides for an obligation of the companies to request registration of the changes to already entered circumstances which should be performed within 7 days period from the occurrence of the respective change.
Application and Necessary Documents
A special application needs to be filed with the Commercial Register for the purposes of the new business name or the amended scope of activity to be registered. There is a standard form for the application – form A1 (in the case of a Sole Proprietor), form A2 (in the case of a General Partnership), form A4 (in the case of a Limited Liability Company) or form A5 (in the case of a Joint-Stock Company). The application may be filed via the Internet as well – by being signed with an electronic signature.
The application should be submitted by the company’s representative (director, executive officer). A lawyer may be authorized for such purposes as well – the power of attorney should be explicit but does not require any notarization of the signature.
The following documents need to be enclosed to the respective application:
Minutes with resolutions of the General Meeting;
Amended or new company statutes;
Declaration on the truthfulness of the stated for registration circumstances and acceptance of the submitted for announcement acts;
Document for paid state fee.
In certain cases other documents might be necessary as well, such as a certificate for a shareholder (legal entity from a foreign country) or invitations and other documents evidencing the proper calling of the General Meeting.
In the case of a Sole Proprietor Minutes and updated statutes are not required. Such documents are not required when entering changes to other circumstances either, such as main activity as per NCEA, address for correspondence with the NRA on the territory of Bulgaria or contact information like phone, website and email.
Fees and Other Costs
Pursuant to the Tariff on the State Fees Collected by the Registry Agency, the state fee for entering changes into the Commercial Register is 30 Levs or 15 Levs when the application is filed electronically, including by an authorized lawyer. It may be useful for you to know that the due state fee will not double or triple in situations where the company files one application for the registration of changes in two, three or more circumstances.
Information about the due attorney fee may be found on page Fees. Additional costs might apply as well, such as notary fees for attestation of the signatures on the Articles of Partnership of a General Partnership.