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Change of Scope of Activity

The scope of activity is a mandatory element of every commercial company and is recorded in the articles of association and the Commercial Register. Its proper formulation is important not only formally, but also for tax audits and expense deductibility.

Why is the scope of activity important?

The scope of activity defines the sphere in which the company operates. During tax audits, the NRA may refuse to deduct expenses that do not correspond to the registered scope. For example, if a company carries out freight forwarding activities but the scope does not include them, expenses for company vehicles may be challenged.

For this reason, it is good practice to formulate the scope of activity broadly enough. Commonly used formulations include:

  • "...and any commercial activity not prohibited by law"
  • "...upon obtaining the required licence" — for licensed activities

When should you change the scope of activity?

A change is necessary when expanding the business into new areas, obtaining a licence for a regulated activity, or when the existing formulation is too restrictive. The change may be made at any time by a General Meeting resolution.

Timeline

The procedure for changing the scope of activity is standard and takes approximately 5 business days — including document preparation and registration in the Commercial Register. No notification to additional institutions is required, unless the new activity is subject to licensing or registration.

Required documents

  • General Meeting resolution
  • Updated articles of association
  • Declarations under Art. 13, para. 4 of the Commercial Register Act
  • Power of attorney (if a lawyer is authorised)
  • State fee

Frequently asked questions

Can the company carry out activities not included in the scope?
Formally, there is no legal prohibition on the company carrying out activities outside the registered scope. In practice, however, this may create problems during tax audits, loan applications, or participation in public procurement. We recommend that the scope of activity always reflects the company's actual operations.
Is a licence required for certain activities?
Yes, a number of activities in Bulgaria are subject to licensing or registration — for example banking and insurance, security services, construction, tour operator activity, and others. Registering such an activity in the scope does not replace obtaining a licence, but is a mandatory prerequisite for applying.
How broadly can the scope be formulated?
The scope may be formulated quite broadly, as long as it does not contradict the law. Formulations such as "any commercial activity not prohibited by law" are permissible and widely used. However, for specific licensing requirements, the activity must be described precisely.

Need assistance?

Our lawyers can advise you on the optimal formulation of the scope of activity and carry out the registration with the Commercial Register on your behalf.

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