The National Assembly is reviewing a draft bill amending and supplementing the Commercial Register and the Register of Non-Profit Legal Entities Act (the “Draft Bill”). Its main objective is to increase the transparency and access to key corporate information.

The Draft Bill provides for that data and circumstances, currently available in structured form in the register, but accessible only with an electronic signature or PIC issued by the NRA, will henceforth be published as open data. This means that every user conducting searches in the electronic platform of the Commercial Register will have access to them.

What does “data and circumstances available in structured form” mean? The Draft Bill does not provide for an exhaustive definition of this concept, but includes examples of key information that will now also be visible to users without an electronic signature or PIC, namely:

(i) beneficial ownership;

(ii) applicants for registrations;

(iii) registered auditors of joint-stock companies;

(iv) accountants who prepared financial statements;

(v) secretaries and representatives of shareholders at general meetings;

(vi) the number of shares held by each shareholder owning more than 5% of the capital of a given company. This information will be provided through data from the Central Depository (in the case of a public company or a company that has issued dematerialized shares), or through lists submitted under the Commercial Act for non-public joint-stock companies that have issued physical shares.

A new requirement is also introduced for extracts and certificates issued in a foreign language - the registered data must be presented in Latin script in accordance with the Transliteration Act. This is intended to facilitate the use of the information by international partners and institutions. It represents a significant step forward in the modernization of the Commercial Register, as until now it was not possible for such documents to be issued entirely in Latin script, which hindered the provision of accurate information to foreign participants in Bulgarian companies who do not speak Bulgarian.

For state-owned enterprises, it will be mandatory to record in the register the authority exercising the state’s rights, as well as the percentage of state or municipal participation in the capital.

Despite the obvious drive toward greater transparency, the legislator has also taken into account the requirements of personal data protection regulations. Specifically, only the first names and initials of the middle and last names of the relevant individuals will be published. Personal identifiers (such as PINs) will be disclosed in a transformed form that does not allow their recovery.

The expected effect of the Draft Bill is to strengthen transparency and enable public oversight, as well as to improve the international usability of register information, which is undoubtedly in the interest of businesses.