Changes to the Commercial Register: Digitization Bill

The National Assembly has taken an important step towards modernizing Bulgarian company law, approving the bill for the amendment and supplement to the Commercial Register and the Register of Non-Profit Legal Entities Act on its first reading. With an impressive result of 131 votes "for," 1 "against," and 18 "abstained," the MPs gave the green light to the changes submitted by the Council of Ministers on August 11 of this year.

Integration into the European Digital Environment

The adoption of this bill represents a key step in synchronizing Bulgarian legislation with European norms. The reasoning for the document explicitly states that it introduces the requirements of Directive (EU) 2019/1115 of the European Parliament and of the Council of June 20, 2019. This directive's main goal is to expand the use of digital solutions in the field of company law, thereby facilitating cross-border operations and increasing transparency.

One of the most significant changes the bill foresees is related to the exchange of data for individuals who have been stripped of the right to perform the functions of managers or members of management or supervisory bodies. This exchange will be carried out electronically, through a specially created system for the interconnection of the central, commercial, and company registers of the member states of the European Union.

New Registers and Stricter Control

The legislative initiative also provides for the creation of a unified register of persons deprived of management rights. This register, which will be maintained by the Registry Agency, is conceived as a centralized database allowing for effective control and prevention of abuses. Of essential importance is the fact that access to this register will be strictly regulated and non-public, in accordance with strict personal data protection requirements.

• The Registry Agency will be obliged to provide the technical capability for storing all documents and acts subject to publication in the commercial register and the register of non-profit legal entities in a machine-readable format that allows full-text searching.
• The bill foresees updating the current ordinance from 2007, which regulates the maintenance, storage, and access to the commercial register and the register of non-profit legal entities.

The full text of the bill, along with its detailed reasoning, is available to the public on the website of the National Assembly, which gives interested parties the opportunity to familiarize themselves in detail with the proposed changes.