Filing Annual Financial Statements in Bulgaria — Deadlines & Procedure (2026)

In this article you will learn

• Who is required to file AFS and who is exempt from this obligation
• What the filing deadlines are by company type and how they differ for OOD/EOOD and AD/EAD
• What the AFS contains and what documents you need to prepare
• How to file the AFS electronically, step by step
• Why the euro capital conversion is no longer a condition for publishing the AFS
• The difference between AFS and a declaration of inactivity
• What the penalties for non-filing are and how the NRA enforces them

Who Is Required to File AFS (Art. 38 Accountancy Act)

Under Art. 38(1) of the Accountancy Act, the following are required to file AFS in the Commercial Register:

• All traders within the meaning of the Commerce Act — OOD, EOOD, AD, EAD, general partnerships, limited partnerships, partnerships limited by shares, sole traders
• Variable capital companies (DPK and EDPK) — expressly included from 2026
• Non-profit legal entities (NPOs) — file in the NPO Register
• Branches of foreign traders registered in the Commercial Register

Who is exempt?

• Sole traders not subject to mandatory independent financial audit — they publish their AFS on their website or another appropriate location but not in the Commercial Register
• Budgetary entities — publish under a different procedure

Deadlines by Company Type

Important: The 30 June 2026 deadline for the declaration of inactivity is earlier than the AFS deadline. If your company had no activity during 2025, do not wait until 30 September — file the declaration by 30 June.

What the AFS Contains

The content of the AFS depends on the category of the enterprise under Art. 19 of the Accountancy Act — micro, small, medium, or large.

For Micro-Enterprises (the most common case for small companies)

A micro-enterprise under the Accountancy Act is one that as at 31 December does not exceed at least two of the following three thresholds: balance sheet total of assets — BGN 700,000 (~EUR 357,962); net revenue from sales — BGN 1,400,000 (~EUR 715,924); average number of employees — 10.

The AFS of a micro-enterprise includes (Art. 29(4) Accountancy Act):

• Abbreviated balance sheet (two sections)
• Abbreviated income statement

Micro-enterprises are not required to prepare notes to the AFS or an annual activity report.

For Small Enterprises

• Balance sheet
• Income statement
• Notes

For Medium and Large Enterprises

• Balance sheet
• Income statement
• Cash flow statement
• Statement of changes in equity
• Notes
• Annual activity report (Art. 42 Accountancy Act)

Documents Required for Filing with the Commercial Register

Together with the AFS, the following are submitted to the Commercial Register:

1. Application G2 for publication of the AFS
2. Annual financial statements (depending on the category)
3. Minutes of the general meeting (or decision of the sole owner) adopting the AFS
4. Declaration under Art. 13(4) of the Commercial Register Act — confirming the authenticity of the application and attached documents
5. Declaration under Art. 62a(2)(2) of Ordinance 1/2007 — regarding the adoption of the AFS
6. Auditor’s report — if the enterprise is subject to mandatory financial audit (Art. 40 Accountancy Act)

Electronic Filing Step by Step

Electronic filing is the recommended method — it is free of charge and faster than paper filing.

Step 1: Prepare the documents in electronic format. Scan the signed documents (AFS, general meeting minutes, declarations) and save them in PDF format. Ensure the documents are legible and complete.

Step 2: Access the Commercial Register portal. Access the Registry Agency portal using a qualified electronic signature (QES). If you do not have a QES, you may authorise a lawyer or accountant to file the application on your behalf.

Step 3: Complete Application G2. Select “Application G2 — Publication of annual financial statements”. Enter the company’s details (UIC, name) and attach the scanned documents.

Step 4: Attach the documents. Attach all required files: AFS, minutes, declarations, and auditor’s report (if applicable).

Step 5: Sign and submit. Sign the application with the QES and submit it. You will receive an entry number and confirmation.

Step 6: Verify the registration. By law the registration official rules immediately after three working days from receipt of the application (Art. 19(2) of the Commercial Register and Register of Non-Profit Legal Entities Act). As at September 2026 the register is working with significant delays; the deadline is met by filing the application by 30 September (Art. 38(1)(1) of the Accountancy Act). Then verify that the AFS has been published in the Commercial Register. If the application is refused, you will receive a reasoned instruction.

Who may file?

• The manager of the company (or the sole owner for an EOOD)
• A lawyer with an express power of attorney (notarial certification of the power of attorney is not required)
• An accountant — the preparer of the AFS may file the application if authorised

Conversion of Capital — Not a Condition for the AFS

With Bulgaria’s accession to the eurozone on 1 January 2026, an obligation arose to convert the capital of commercial companies from BGN to EUR.

What happened automatically. In early 2026 (by 24 March) the Registry Agency replaced the registered capital ex officio with the values in euro under Art. 31 and Art. 33 of the Euro Introduction Act — only the figures in the company file.

What you need to do. The company must amend its articles of association (or statutes, for an AD) to express the capital and shares in euro by 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). The amending law, published on 8 September 2026, extended the period from 12 to 36 months.

The articles with the converted capital are filed with the Commercial Register when the company amends its articles on another ground or, for an OOD or EOOD, adjusts the capital by up to 5 % (Art. 32(4) and (5) of the Euro Introduction Act). In the first case — for example a change of name, of registered seat and address of management, of the partners or the sole owner (OOD/EOOD), a capital increase or reduction under the Commerce Act, or another change to the mandatory content of the articles — they are attached to the application for that other change (Art. 32(4), as amended, State Gazette No. 82/2026).

Annual financial statements can be published, and entries on procura, branches, pledges, attachments, liquidation, beneficial owners and others can be made, without amending the articles for the conversion (Art. 32(4), as amended, State Gazette No. 82/2026; Registry Agency, 3 September 2026).

Example. If your OOD’s capital is BGN 5,000, the converted capital is EUR 2,556.46 (5,000 / 1.95583). If the company has two partners with equal interests, each interest is EUR 1,278.23.

Important detail (OOD and EOOD). An OOD or EOOD may adjust its capital by up to 5 % where this is needed to preserve the partners' rights when their shares are converted (Art. 30 and Art. 32(5)); in practice this is also how a round figure is reached. The Commerce Act procedure for a capital increase or decrease does not apply (Art. 32(5), second sentence). Such an adjustment is made as an amendment of the articles, and the new amount is entered in the Commercial Register (Art. 32(5) of the Euro Introduction Act; Art. 119(2) and Art. 140(1)–(3) of the Commerce Act) — in that case filing is mandatory.

Fee. No state fee is due for publishing the articles with the converted capital (Art. 32(4), second sentence); the fee for the other change filed with them still applies.

EDPK and DPK. The capital of a variable capital company (DPK) is not entered in the register (Art. 260d(1) of the Commerce Act), so there was no ex officio replacement; if its articles state values in leva (for example the nominal value of the shares), they are also brought into euro by 31 December 2028 (Art. 32(1) of the Euro Introduction Act).

AFS vs Declaration of Inactivity

If your company did not carry on any activity during 2025, instead of the AFS you file a declaration of inactivity under Art. 38(9)(2) of the Accountancy Act.

When is a company considered inactive? Under Section 1(30) of the Supplementary Provisions of the Accountancy Act, an inactive enterprise is one that during the reporting period: did not carry out transactions under Art. 1(1) of the Commerce Act; did not incur a VAT obligation; did not hire employees; and did not carry out investment activity.

Mandatory Financial Audit — When Is It Required?

Not all enterprises are subject to mandatory independent financial audit. Under Art. 40 of the Accountancy Act, mandatory audit is required for:

Medium and large enterprises — always subject to audit, regardless of other criteria.

Small enterprises — subject to audit if as at 31 December of the reporting period they exceed at least two of the following three thresholds: balance sheet total of assets — BGN 2,000,000 (~EUR 1,022,584); net revenue from sales — BGN 4,000,000 (~EUR 2,045,168); average number of employees — 50.

Joint-stock companies and partnerships limited by shares — always subject to audit, regardless of category.

Public interest entities — always subject to audit.

Micro-enterprises are generally not subject to mandatory audit unless they fall within one of the above categories.

If your enterprise is subject to audit, the auditor’s report must be attached to the AFS when filing. The absence of an auditor’s report, where mandatory, is a ground for refusal of registration.

Checklist for Micro- and Small Enterprises

For convenience, below is a concise checklist for the most common scenario — micro- and small enterprises (OOD/EOOD).

By 30 June 2026 (only if you had no activity):

• Check whether the company meets the criteria for an “inactive enterprise”
• Prepare a declaration of inactivity using the standard form
• File the declaration in the Commercial Register (electronically or on paper)

By 30 June 2026 (if you had activity):

• Hold a general meeting (or adopt a decision as sole owner) to approve the AFS
• Prepare minutes of the general meeting with a decision to approve the AFS and to distribute profits (or to capitalise them)

By 30 September 2026:

• Prepare the AFS — for micro-enterprises: abbreviated balance sheet and abbreviated income statement
• Prepare the general meeting minutes (or decision of the sole owner)
• Prepare the declaration under Art. 13(4) of the Commercial Register Act
• Prepare the declaration under Art. 62a(2)(2) of Ordinance 1/2007
• Capital conversion: amended articles of association are not needed to publish the AFS (Art. 32(4) of the Euro Introduction Act, as amended, State Gazette No. 82/2026)
• File Application G2 in the Commercial Register (electronically with QES or through an authorised lawyer/accountant)
• Verify that the AFS has been published — as at September 2026 the register is working with significant delays

Penalties for Non-Filing

Penalties for failure to file the AFS on time fall into two categories — for the individual (the manager) and for the legal entity (the company).

How are penalties imposed? The NRA receives from the Registry Agency a list of companies that have not filed their AFS by 31 October of the relevant year. Based on this list, the NRA issues a violation report and a penal decree. Fines are imposed on the manager as an individual, and property sanctions are imposed on the company.

Practical consequences beyond fines

• Non-filing may negatively affect the company’s credit rating
• Banks and counterparties may refuse financing or cooperation
• During an NRA audit, unfiled AFS is an indicator for a more thorough review
• In liquidation or deregistration proceedings, missing AFS may delay the process

Frequently Asked Questions

Conclusion

Filing the AFS in the Commercial Register is an annual obligation of every commercial company. The deadline for the 2025 AFS is 30 September 2026, and for the declaration of inactivity — 30 June 2026. The procedure is free of charge, but non-filing results in fines for both the manager and the company. The euro conversion of the capital is not a condition for publishing the AFS; the amendment of the articles with the capital in euro must be adopted by 31 December 2028.

If you have questions about preparing the AFS, converting the capital, or wish to authorise a lawyer to file the documents on your behalf — contact Innovires Legal.

This article is for informational purposes only and does not constitute legal advice. For questions specific to your situation, please consult a qualified lawyer or accountant. The information is current as at the date of publication (26 March 2026) and may be subject to change following legislative amendments. The section on the capital conversion is current as at 26 September 2026 (Euro Introduction Act as amended, State Gazette No. 82/2026).