Company Registry Extract in Bulgaria: How to Obtain and What It Contains

A company registry extract in Bulgaria is the official document issued by the Bulgarian Commercial Register (Търговски регистър) confirming a legal entity's existence, registered particulars and current status. For any cross-border transaction, due diligence exercise or court proceeding involving a Bulgarian company, this extract is the starting point - and often the decisive document. Without a current and properly apostilled extract, foreign counterparties, banks and courts routinely reject filings or refuse to proceed. This article covers the legal basis of the Bulgarian Commercial Register, the precise content of an extract, the procedural steps to obtain one, the common pitfalls international clients encounter and the strategic uses of the document in business and litigation contexts.

The Bulgarian Commercial Register (Търговски регистър и регистър на юридическите лица с нестопанска цел, or TRRULNC) is maintained by the Registry Agency (Агенция по вписванията), a state body operating under the Ministry of Justice. Its legal foundation is the Commercial Register and Register of Non-Profit Legal Entities Act (Закон за търговския регистър и регистъра на юридическите лица с нестопанска цел, ZTRRULNC), which entered into force in 2008 and has been amended several times since.

Under Article 5 of ZTRRULNC, the register is public and electronic. Every person - natural or legal, domestic or foreign - has the right to access registered data and to request certified extracts. This public nature is not merely formal: Bulgarian law presumes that any third party is aware of registered facts from the moment of their entry into the register. Conversely, unregistered facts are not enforceable against third parties in good faith, as established by Article 7 of the same act.

The register covers all commercial entities incorporated under Bulgarian law: sole traders (едноличен търговец, ET), limited liability companies (дружество с ограничена отговорност, OOD and EOOD), joint-stock companies (акционерно дружество, AD and EAD), partnerships, branches of foreign companies and cooperatives. Non-profit legal entities - associations and foundations - are recorded in a parallel section of the same register.

For international business, the practical significance is immediate. A Bulgarian OOD or AD that appears active on paper may have a suspended licence, a pending insolvency petition or a court-ordered liquidation recorded in the register. None of these facts will appear in an informal company search; only a certified extract or a direct register query will reveal them.

An extract from the Bulgarian Commercial Register is not a single standardised form. The Registry Agency issues several document types, and understanding the difference between them is essential before making a request.

The current state extract (извлечение за актуално състояние) reflects only the data currently in force - the company's name, UIC (Unified Identification Code, ЕИК), registered seat, management bodies, representatives, capital and status. This is the document most frequently requested for banking, notarial and contractual purposes.

The history extract (извлечение за историческо състояние) shows all entries ever made for the entity, including superseded versions of the articles of association, former directors, previous addresses and past capital changes. This document is indispensable for litigation, due diligence and tracing corporate history.

A certified copy of a specific filed document - for example, the articles of association (учредителен акт or дружествен договор), a shareholder resolution or an annual financial statement - can also be obtained separately.

The standard current state extract typically includes:

• Full company name and any trade name
• UIC (the Bulgarian tax and registration identifier, equivalent to a company number)
• Registered seat and correspondence address
• Date of incorporation and legal form
• Registered capital and its paid-up status
• Names and personal identification numbers of managers and representatives, with the scope of their authority (joint or several)
• Shareholders or members, with their respective ownership percentages
• Registered branches
• Any recorded insolvency, liquidation or court proceedings
• Encumbrances on shares where registered

The extract does not automatically include beneficial ownership information. Since Bulgaria implemented the EU's Fifth Anti-Money Laundering Directive (Directive 2018/843/EU) through amendments to the Measures Against Money Laundering Act (Закон за мерките срещу изпирането на пари, ZMIP), beneficial ownership data is held in a separate register of beneficial owners (регистър на действителните собственици). Access to that register requires a separate query and, in some cases, a demonstrated legitimate interest.

A common mistake made by international clients is treating the current state extract as a complete picture of the company's ownership chain. Where a Bulgarian OOD is owned by a foreign holding company, the extract will show the foreign entity as shareholder but will not disclose the ultimate natural person behind it. Combining the commercial register extract with a beneficial ownership query and, where necessary, a query to the National Revenue Agency (Национална агенция за приходите, NAP) is the correct approach for thorough due diligence.

To receive a checklist for conducting full corporate due diligence on a Bulgarian company, send a request to info@vlolawfirm.com.

The Registry Agency provides three channels for obtaining an extract, each with different procedural requirements, timelines and costs.

Online access through the official portal. The Registry Agency operates an electronic portal where any person can search the register and download a free, non-certified PDF of the current registered data. This free extract carries no official stamp or signature and is not accepted by courts, notaries, banks or foreign authorities as a certified document. It is useful only for preliminary internal checks.

Certified electronic extract. A certified extract with an electronic signature of the Registry Agency can be ordered through the official e-services portal. The applicant must have a qualified electronic signature (КЕП) or use a licensed intermediary. The certified electronic extract is legally equivalent to a paper certified extract under Article 4 of the Electronic Document and Electronic Certification Services Act (Закон за електронния документ и електронните удостоверителни услуги, ZEDEUU). Processing time is typically one business day for standard requests. The state fee for a certified extract is set at a low level, generally in the range of a few euros per document.

Paper certified extract from a Registry Agency office. Physical offices of the Registry Agency accept in-person requests. The applicant submits a standard application form, pays the state fee at the cashier and receives the certified paper extract, usually on the same day or within one business day. For urgent requests, same-day issuance is available at a higher fee tier.

For use abroad, the extract must be apostilled. Bulgaria is a party to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents. An apostille is affixed by the Ministry of Justice of Bulgaria. The apostille process typically takes three to five business days through standard channels and can be expedited to one business day for an additional fee. Where the destination country is not a party to the Hague Convention, full consular legalisation is required, which adds several weeks to the process.

Translation requirements vary by destination. Most EU jurisdictions accept a certified translation by a sworn translator. For use in common law jurisdictions, a notarised translation is typically required. For use in arbitral proceedings under ICC, LCIA or UNCITRAL rules, the extract is generally submitted with a certified translation and a covering legal opinion confirming its authenticity and the company's status.

A non-obvious risk is the validity period. Many foreign authorities - banks, courts and notaries - impose their own validity requirements on Bulgarian extracts, typically accepting only documents issued within the last three to six months. An extract obtained for one transaction may be rejected as stale for a subsequent one. International clients frequently underestimate this and face delays when reusing an extract obtained months earlier.

The company registry extract serves multiple distinct legal functions, and its strategic value differs depending on the context.

Contractual due diligence. Before entering a significant commercial agreement with a Bulgarian counterparty, verifying the signatory's authority through the extract is not merely good practice - it is legally necessary. Under Article 301 of the Commercial Act (Търговски закон, TZ), a transaction concluded by an unauthorised representative may be ratified by the company, but if it is not, the company is not bound. The extract confirms whether the person signing has individual or joint authority. A common mistake is relying on a power of attorney without verifying that the grantor of the power is themselves a duly registered representative with authority to delegate.

Banking and financing. Bulgarian and international banks require a certified extract as part of KYC (Know Your Customer) procedures when opening accounts, processing significant transactions or extending credit. The extract confirms the company's legal status, its authorised signatories and the absence of insolvency proceedings. Banks typically require an extract no older than three months.

Court proceedings and enforcement. In Bulgarian civil litigation, the extract is submitted as evidence of the claimant's or defendant's legal capacity and standing. Under Article 127 of the Civil Procedure Code (Граждански процесуален кодекс, GPK), the statement of claim must identify the parties, and for legal entities this means providing their UIC and registered seat - both drawn from the extract. In enforcement proceedings, the extract is used to confirm the debtor's registered address for service of process.

Recognition and enforcement of foreign judgments. When a foreign creditor seeks to enforce a judgment against a Bulgarian company, the Bulgarian court will require proof of the defendant's legal existence and registered seat. The extract serves this purpose. Under Article 621 of GPK, the court examines whether the defendant was properly served in the original proceedings, and the registered address from the extract is the reference point.

Insolvency proceedings. Under the Commerce Act (Търговски закон), Articles 607 and following, insolvency petitions must identify the debtor precisely. The extract provides the necessary registered data. Once insolvency proceedings are opened, this fact is recorded in the register and will appear on any subsequent extract - making the register a real-time insolvency monitor for creditors.

Practical scenario one. A German supplier discovers that its Bulgarian buyer has stopped paying invoices. Before filing a claim, the supplier's lawyers obtain a current state extract. The extract reveals that the buyer's sole director was replaced three months ago and that a court-ordered insolvency investigation is pending. This changes the litigation strategy entirely: the supplier files a creditor's claim in the insolvency proceedings rather than a separate civil action, preserving its position in the creditor hierarchy.

Practical scenario two. A UK private equity fund is acquiring a minority stake in a Bulgarian AD. The fund's lawyers order both the current state extract and the history extract. The history extract reveals that the company's articles of association were amended two years ago to remove pre-emption rights for minority shareholders - a change that was not disclosed in the information memorandum. The fund renegotiates the transaction terms before signing.

Practical scenario three. A Cypriot holding company needs to open a bank account in Bulgaria for its Bulgarian OOD subsidiary. The bank requires a certified extract of the OOD, a certified extract of the Cypriot parent, an apostilled copy of the OOD's articles of association and confirmation of beneficial ownership. The Cypriot extract must itself be apostilled and translated into Bulgarian. Coordinating these parallel document chains across two jurisdictions typically takes two to four weeks if managed proactively.

To receive a checklist for preparing a complete document package for a Bulgarian company banking or transaction process, send a request to info@vlolawfirm.com.

The extract is authoritative for what it contains, but its limitations are as important as its content.

Unregistered facts. Bulgarian law requires registration of many corporate events - changes of directors, capital increases, amendments to articles of association, mergers and divisions. However, registration is not always immediate. A director may have been validly appointed by a shareholder resolution but the registration may be pending. During this gap, the old director remains the registered representative. Acting on the basis of an unregistered appointment can expose a counterparty to the risk that the transaction is challenged. Under Article 7 of ZTRRULNC, only registered facts are effective against third parties.

Pledges on shares. A pledge (залог) over shares in a Bulgarian OOD or AD may or may not appear in the Commercial Register depending on how it was structured. Pledges registered under the Special Pledges Act (Закон за особените залози, ZOZ) are recorded in the Central Register of Special Pledges (Централен регистър на особените залози), not in the Commercial Register. An extract from the Commercial Register will not reveal such a pledge. A separate search of the Special Pledges Register is required for complete due diligence.

Tax liabilities and enforcement. The extract does not show outstanding tax liabilities, pending tax audits or enforcement actions by the National Revenue Agency. A company may appear fully active and solvent in the Commercial Register while simultaneously facing significant tax claims. A certificate of tax compliance (удостоверение за данъчно-осигурителна информация) from the NAP is a separate document and must be obtained independently.

Beneficial ownership gaps. As noted above, the beneficial ownership register is separate. Moreover, the accuracy of beneficial ownership data depends on the company's own filings. Discrepancies between declared and actual beneficial ownership are a known compliance risk in Bulgaria, and the Registry Agency does not independently verify the accuracy of beneficial ownership declarations.

Dormant companies. A company that has not filed annual financial statements for two or more consecutive years may be subject to deletion from the register under Article 273a of the Commercial Act. However, deletion is not automatic and requires a court order. In the interim, the company remains registered but is effectively non-compliant. The extract will show the company as active, but the absence of recent financial filings - visible through the register's document archive - signals a dormancy risk.

Many underappreciate the difference between a company appearing active in the register and a company being operationally and financially sound. The extract is a legal document, not a financial health certificate.

Risk of inaction. A counterparty that proceeds with a significant transaction without obtaining a current extract - or that relies on an extract obtained more than six months earlier - accepts the risk that material changes in the company's status, management or ownership have occurred and are not reflected in its due diligence. In cross-border transactions involving amounts above the low hundreds of thousands of euros, this risk is disproportionate to the modest cost and time required to obtain a fresh extract.

The procedural chain from obtaining a Bulgarian extract to using it in a foreign jurisdiction involves several steps that must be sequenced correctly to avoid delays.

The first step is obtaining the certified extract from the Registry Agency, either in paper or electronic form. The electronic extract with a qualified electronic signature is accepted by most EU member state authorities under Regulation (EU) No 910/2014 (eIDAS), which Bulgaria has implemented. However, some non-EU jurisdictions and some specific proceedings - particularly notarial acts - still require a paper original.

The second step is apostillisation. The Ministry of Justice of Bulgaria is the competent authority for affixing apostilles on documents issued by the Registry Agency. The apostille confirms the authenticity of the signature and the capacity of the official who signed the document. It does not certify the accuracy of the content. Standard processing takes three to five business days; expedited processing is available in one business day at a higher fee tier.

The third step is certified translation. The translation must be performed by a sworn translator (заклет преводач) certified by the Bulgarian Ministry of Foreign Affairs, or by a translator certified in the destination jurisdiction. For use in EU court proceedings, the translation requirements are governed by the law of the receiving member state. For use in arbitral proceedings, the arbitral rules and the seat of arbitration determine the requirements.

A non-obvious risk arises when the extract is translated before apostillisation. Some foreign authorities require the apostille to be on the original document, with the translation attached separately and certified. Others require the apostille to cover both the original and the translation. Clarifying the destination authority's specific requirements before starting the process saves significant time.

For use in recognition and enforcement proceedings under the Brussels I Recast Regulation (Regulation (EU) No 1215/2012) within the EU, a Bulgarian extract is typically accepted with a certified translation without an apostille, since apostillisation is not required between EU member states for court proceedings. However, for notarial and administrative purposes within the EU, apostillisation may still be required depending on the member state.

The cost of the complete chain - extract, apostille and certified translation - is modest relative to the transaction values involved. Legal fees for coordinating the process through a local lawyer typically start from the low hundreds of euros for a straightforward single-document request, rising for complex multi-document packages or urgent timelines.

What is the difference between a current state extract and a history extract from the Bulgarian Commercial Register?

A current state extract reflects only the data currently registered for the company - its active directors, current shareholders, registered capital and present status. A history extract shows every entry ever made, including superseded data such as former directors, previous addresses and past capital changes. For standard contractual and banking purposes, the current state extract is sufficient. For litigation, acquisition due diligence or tracing corporate history, the history extract is essential because it reveals changes that may be legally significant even though they are no longer current.

How long does it take to obtain an apostilled and translated Bulgarian company extract for use abroad, and what does it cost?

Obtaining the certified extract itself takes one business day through standard channels. Apostillisation by the Ministry of Justice takes three to five business days on a standard basis, or one business day on an expedited basis. Certified translation adds one to three business days depending on the translator's availability and the length of the document. The total timeline from request to a ready-to-use apostilled and translated extract is typically five to ten business days. The state fees involved are low; the main variable cost is the legal and translation fees, which start from the low hundreds of euros for a straightforward request.

Can a foreign company or individual obtain a Bulgarian company extract without being present in Bulgaria?

Yes. The Bulgarian Commercial Register is fully electronic and publicly accessible. A certified electronic extract can be ordered remotely through the Registry Agency's e-services portal, provided the applicant has a qualified electronic signature or engages a licensed intermediary. For paper extracts with apostille, a local representative or lawyer can act on behalf of the foreign requester without any requirement for the requester's physical presence. This makes the process fully manageable from abroad, though coordinating apostillisation and translation remotely adds time if not managed by a local professional.

The Bulgarian company registry extract is a deceptively simple document with significant legal weight. It establishes legal existence, confirms authority and reveals status - but only for what is registered. Understanding its content, its limitations and the procedural chain required to make it usable in a foreign context is essential for any international business dealing with Bulgarian entities. The cost of obtaining and properly apostilling an extract is minimal; the cost of proceeding without one, or with a stale or incomplete one, can be substantial.

To receive a checklist for obtaining, apostilling and translating a Bulgarian company registry extract for international use, send a request to info@vlolawfirm.com.

Our law firm VLO Law Firm has experience supporting clients in Bulgaria on corporate compliance, due diligence and cross-border transaction matters. We can assist with obtaining certified extracts, coordinating apostillisation and translation, conducting full corporate due diligence and advising on the legal implications of registered data. To receive a consultation, contact: info@vlolawfirm.com.