Commercial Register backlog: pending annual accounts no longer delay Article 14 acts and suspensions

What you will learn

• How the Commercial Register queues applications under Article 19 and why pending accounts could delay Article 14 acts and suspensions
• The two exceptions introduced by State Gazette No. 92 of 6 October 2026
• What the law does not change: deadlines, the accounts filing itself and ordinary company changes
• What the Registry Agency confirmed in its order of 12 October 2026 and how long a pending filing may wait
• Practical steps if one of your filings is waiting

At a glance: before and after 6 October 2026

The Act supplementing the Commercial Register and Register of Non-Profit Legal Entities Act (the Commercial Register Act) was adopted by Parliament on 1 October 2026. It was published in State Gazette No. 92 of 6 October 2026 and entered into force on the same day (§ 4).

How the register queues applications under Article 19

The general rule sits in Article 19(1) of the Commercial Register Act: applications for entry, deletion and publication, together with Article 14 acts, are examined by the registration officer in the order in which they are received. That rule has not changed.

Article 19(4), in force since 2019 and in its current wording since 1 January 2026, moves certain filings into a separate queue. These are annual financial statements and reports within the scope of Article 19(8) (filed through the system under Article 7(1)(16) of the Statistics Act, excluding joint-stock companies and companies subject to a statutory independent audit), dormancy declarations under Article 38(9)(2) of the Accountancy Act and beneficial ownership filings. They are still examined in order of receipt, but separately from other applications.

Joint-stock companies, statutory audits and filings outside the system

Accounts of joint-stock companies, of companies subject to a statutory audit and accounts filed outside the system under Article 7(1)(16) of the Statistics Act are not in the separate Article 19(4) queue. They are examined in the general queue under Article 19(1), in order of receipt, together with other applications. On the text of the law, accounts filed earlier are therefore examined before a later application for a new manager. The amendment of 6 October 2026 does not change this; it affects only Article 14 acts and suspensions. The Registry Agency's announcement of 14 October 2026 does not draw this distinction; how it will be applied in practice remains to be seen.

Why pending accounts held up court acts and suspensions before 6 October 2026

The problem lay in Article 19(6) and (7). When an Article 14 act arrived, or before a proceeding was suspended, these provisions required the officer to clear every earlier unprocessed application on that company file first. Annual accounts were not excluded. The explanatory memorandum to the bill describes exactly this effect. The separate queue in paragraph 4 lost its purpose whenever paragraphs 6 and 7 restored strict chronology on an individual file.

Given the backlog, this meant that an Article 14 act or a suspension could wait behind accounts filed earlier.

The two exceptions in Article 19(6) and (7)

The amendment adds the same carve-out at the end of Article 19(6) and of the second sentence of Article 19(7). In our translation of the statutory text (State Gazette No. 92 of 2026, § 1):

"…with the exception of applications for publication of annual financial statements and reports, and applications for publication of the declarations under Article 38(9)(2) of the Accountancy Act."

Exception 1: an Article 14 act is received

Under Article 14, where a statute so provides, entries, deletions and publications are made immediately on the basis of an act of a court, another state authority or a private enforcement agent. The act is sent to the Registry Agency ex officio; the company does not file anything.

When such an act reaches the company file, Article 19(6) still requires earlier unprocessed applications, other than annual accounts, reports and dormancy declarations, to be examined immediately, in order of receipt. If you filed another application before the act, such as a change of manager, it is examined immediately, in order of receipt, before the act. Being examined is not the same as being entered: the officer may still issue instructions or refuse.

Exception 2: suspension of a registration proceeding

Under Article 19(7), a registration proceeding is suspended on the basis of a court act under Article 536 of the Civil Procedure Code, or in the cases provided for in the Commercial Act. Before the suspension, all applications received before the suspended one, except annual accounts, reports and dormancy declarations, are examined immediately in order of receipt. The proceeding resumes immediately once evidence is filed that the ground for suspension has ceased.

What the amendment does not change: accounts, dormancy declarations and deadlines

• No general priority for company changes. An application for a new manager, address, capital or share transfer does not become an Article 14 act just because it was filed after the accounts. If there is no court, authority or enforcement act and no suspension on the file, Article 19(6) and (7) do not apply.
• Filing deadlines remain. The Act in State Gazette No. 92 of 2026 amends only Article 19 of the Commercial Register Act and Article 32 of the Euro Introduction Act, plus transitional provisions. The obligations in Article 38 of the Accountancy Act are untouched. See our guide to annual financial statements in Bulgaria for deadlines and penalties.
• The accounts themselves are not accelerated. The amendment only excludes them from the immediate examination triggered by an Article 14 act or a suspension. For the accounts themselves, the Agency relies on the additional officers described below.
• Beneficial ownership filings are not covered. They sit in the separate Article 19(4) queue, but the carve-out in paragraphs 6 and 7 mentions only accounts, reports and declarations. On our reading, a pending beneficial ownership filing is still processed before an Article 14 act or a suspension.

The Registry Agency order: annual accounts in a separate stream

The transitional provisions (§ 2(2) and (3)) required the Executive Director of the Registry Agency to put in place the technical means to apply paragraphs 6 and 7 within one month of entry into force, i.e. by 6 November 2026. Compliance is confirmed by an order published on the Agency's website.

On 14 October 2026 the Registry Agency announced that the Executive Director had confirmed the technical conditions by an order dated 12 October 2026. According to the Agency, annual accounts, activity reports and dormancy declarations will be processed in a stand-alone stream, in parallel with the other applications. The Agency has not stated a separate system start date. For the existing backlog, it has opened a competition for 30 additional registration officers who will work primarily on the accumulated accounts filings. It gives no timetable for this (as of 15 October 2026).

Up to 30 additional registration officers

The legal basis for the competition is § 2(1): for two years from entry into force, the Agency may hire registration officers on fixed-term contracts of up to one year, capped at 30. According to the Agency, these officers will focus on the accumulated accounts.

How long will my filing wait in the Commercial Register backlog?

If you filed your accounts on time and there are no instructions or refusal, your filing obligation is met; only the register proceeding is pending. Article 19(2) of the Commercial Register Act requires the registration officer to rule immediately once three working days have elapsed from receipt, unless a statute provides otherwise; in practice, the Registry Agency itself refers to a delay in publishing annual accounts that has built up over several years and has announced no deadline or timetable for clearing it (as of 15 October 2026).

The amendment of 6 October 2026 gives no tool to speed up the accounts or an ordinary company change. If your change has been waiting well beyond the statutory period, send us the incoming number through the enquiry form: we check the file and tell you whether there is anything to act on in your case.

Example: change of manager in Bulgaria while annual accounts are pending

Hypothetical: Alpha EOOD (not subject to a statutory independent audit) files its 2025 annual accounts on time, by the end of June 2026, through the system under Article 7(1)(16) of the Statistics Act (accounts within the scope of Article 19(8)). A few days later the sole owner applies to register a new manager. Here is how the text applies in two scenarios.

If Alpha were a joint-stock company, were subject to a statutory audit or had filed its accounts outside the system referred to in Article 19(8), the accounts would sit in the general Article 19(1) queue and, on the text of the law, be examined before the later manager application.

In scenario A the amendment gives you no tool to speed up the entry: check the manager application by its own incoming number, not the status of the accounts, and follow the steps below.

What to do if your filing is waiting

1. Check the status by incoming number. Each application in the Registry Agency portal has its own incoming number and status. Work out which one is actually waiting: the accounts or the company change.
2. Look for instructions. A delay may come from instructions to cure defects in the filing, not from the accounts. Comply within the stated period.
3. Do not re-file the same accounts. Under Article 19(1) and (4) of the Commercial Register Act and Article 83(2) of Ordinance No. 1 on the Commercial Register, a new filing gets a new incoming number reflecting its time of receipt and is examined in order of receipt. It does not overtake the original.
4. Check whether a court, authority or enforcement act, or a suspension, affects the file. Only then do the new exceptions apply.
5. Keep to your deadlines. A pending proceeding on the file does not postpone next year's accounts or a dormancy declaration.
6. Prepare the company change carefully. A complete set of documents reduces the risk of instructions or refusal. See manager duties in an OOD, transferring company shares and the step-by-step guide to changing the director of an EOOD.

Waiting for an entry? Send us the incoming numbers through the enquiry form or at [email protected]. Shareholder dispute or enforcement proceedings? We review the file before your next step.

Frequently asked questions

Conclusion

From 6 October 2026, the Commercial Register backlog of annual accounts, reports and dormancy declarations no longer has to be cleared before the register gives effect to an Article 14 act or suspends a proceeding under Article 19(7) of the Commercial Register Act; the accounts filing itself stays pending in its own queue. Where accounts fall within Article 19(8), they did not stand in front of a change of manager even before 6 October (since 1 January 2026); on the text of the law, all other accounts, including those of joint-stock companies and companies subject to a statutory audit, are examined first in the general queue. The Act gives no general priority to ordinary company changes and does not alter Accountancy Act deadlines.

The same Act also amends and supplements Article 32 of the Euro Introduction Act on documents linked to the euro redenomination of capital; see our guide to converting capital to euro. If you are planning a new company change, see also changing your NACE code and our corporate services.

This article reflects the legal position as of 15 October 2026 and is for information only. It is not legal advice. For your company file, please consult a lawyer.