---
title: "Delays at the Commercial Register and How to Protect Yourself"
description: "The Bulgarian Commercial Register is delaying applications by weeks. A first-hand account of how the delays block businesses and NGOs, and how to protect your rights."
url: "https://www.da-law.eu/en/insights/delays-at-the-commercial-register"
lang: en
author: "Desislava Arsenova"
published: 2026-07-22
updated: 2026-07-29
category: "Corporate Law"
---

# Delays at the Commercial Register and How to Protect Yourself

Author: Desislava Arsenova · Published: 22 July 2026 · Updated: 29 July 2026

*The Commercial Register is delaying applications by weeks. A first-hand account of how the delays block businesses and NGOs, and how to protect your rights.*

## Key points

- The Registry Agency must rule on applications within three working days, and on initial registrations by the end of the following working day (Art. 19 of the Commercial Register and Register of Non-Profit Legal Entities Act).
- Where documents or the fee are missing, the registrar must give instructions (Art. 22(5)). A refusal without instructions is unlawful.
- Such a refusal may be appealed before the regional court (Art. 25 of the Act), and the courts as a rule set it aside.
- File applications with a buffer of several weeks and document the costs caused by the delay.

The Registry Agency is required to rule on applications to the Commercial Register within **three working days** (Art. 19 of the Commercial Register and Register of Non-Profit Legal Entities Act), and on initial registrations by the end of the following working day. Because of the surge in applications connected with the introduction of the euro, however, these time limits are widely not being met. A refusal issued without instructions under Art. 22(5) of the Act is unlawful and may be appealed before the regional court. To limit the risk, file applications well ahead of any deadline and document the losses caused by the delay.

I am writing this in the first person because the problem described below is not theoretical. I encountered it personally in the day-to-day work of the firm, and it is costing our clients real money and failed events. The operation of the Commercial Register and the Register of Non-Profit Legal Entities at the Registry Agency has become a serious obstacle to the normal activity of traders and the non-governmental sector. Systemic delays in processing applications and the practice of automatic refusals directly harm legal and economic dealings in the country.

The matter is governed by the [Commercial Register and Register of Non-Profit Legal Entities Act](https://lex.bg/laws/ldoc/2135522741), and the specific procedural rules are set out in Ordinance No. 1 of 14 February 2007 on keeping, storing and accessing the Commercial Register and the Register of Non-Profit Legal Entities. It is precisely these rules, which on paper guarantee speed and predictability, that are today systematically disregarded in practice.

## What Are the Statutory Time Limits?

The law is categorical and leaves no room for interpretation. Under Art. 19(1) of the Act, applications for entry, deletion and publication are examined in the order in which they are received. Under Art. 19(2), the registration officer must rule on applications for the entry, deletion and publication of acts **immediately upon the expiry of three working days** from their receipt. For the initial registration of traders, the time limit is even shorter, namely **by the end of the following working day** (Art. 19(3)).

These time limits are mandatory. They are not aspirational guidelines but an obligation of the administration. When the Agency breaches them, it is not merely working slowly but acting contrary to the law. And the consequences of that breach as a rule fall entirely on the applicant.

## A Practical Example – an Association's General Meeting Blocked

To make clear what lies behind the word “delay”, I will describe a specific case involving a client of ours, a non-profit association.

The association was planning to hold a general meeting on 20 July. A conference room and support staff had been hired, logistical costs planned and financial commitments made, all before the date of the meeting and on the basis that it would be held as scheduled.

Here another statutory requirement comes into play. Under Art. 26(3) of the [Non-Profit Legal Entities Act](https://lex.bg/laws/ldoc/2134942720), unless the statutes provide otherwise, the notice convening the general meeting is published in the Register of Non-Profit Legal Entities and posted in the place designated for notices **at least one month** before the scheduled date. It should be stressed that this rule is default and the statutes may provide for a different procedure. But where the association follows the statutory regime, timely publication is a precondition for the lawfulness of the meeting itself.

The timeline was as follows. On 16 June, the association filed its application for publication of the notice, so as to ensure that the one-month period before 20 July was observed. On 24 June, more than a week after filing and long after the three working days had expired, the application still showed the status “Being processed”.

The result was that the lawful convening of the meeting was put at risk, and the costs of the room and the staff were threatened with total loss. All of this was not the client's fault but the result of inaction by a state authority which is required by law to rule within three working days.

## The Complaint to the Minister of Justice

I did not accept this in silence. As a lawyer whose firm advises commercial companies, foundations, associations and cooperatives, I saw the same problem recurring with more and more clients, so I filed a complaint with the Minister of Justice in his capacity as the authority that directs and supervises the Registry Agency.

In the complaint, I described the systemic delays in applications in form **G1** (publication of acts) and form **A15** (entry of circumstances concerning an association), including a case in which an A15 application filed on 26 June still showed “Being processed” more than ten days later.

But more troubling than the delay itself is the second practice I raised. When an application is finally examined at the very end of the time limit or after it, registration officers issue an outright refusal on the ground that there is “technically no time” to give instructions. This is in direct breach of Art. 22(5) of the Act, which imperatively requires the registrar to give instructions where not all the required documents have been attached to the application or the fee has not been paid. The law uses mandatory wording, the registration officer **gives** instructions, not “may give” them. This wording excludes any discretion and any excuse based on lack of time.

In this way, the Agency's internal organisational shortcomings are passed on as a financial and administrative burden to citizens and businesses. A refusal means lost time and payment of a new state fee for an error that is not the applicant's.

## The Registry Agency's Response

In its official reply (ref. No. 04-01-340 of 7 July 2026), the Registry Agency acknowledged the existing delay and explained it by a combination of factors.

The main reason it gives is the sharp increase in the number of applications connected with Art. 32 of the [Act on the Introduction of the Euro in the Republic of Bulgaria](https://lex.bg/laws/ldoc/2137244903). This provision requires commercial companies to bring their constitutional documents into line with the euro **within 12 months** of its introduction, with the redenominated articles and memoranda being submitted for publication together with the first subsequent application for entry, deletion or publication. The result is an avalanche of applications that the Agency is unable to process in time.

As organisational measures, the Agency cites overtime and extended working hours, as well as a number of draft legislative initiatives intended to restore normal operation.

Particularly interesting is the technical argument concerning refusals. The Agency explains that time limits are calculated automatically by the information system according to the rules for computing time limits in Art. 60 of the [Civil Procedure Code](https://lex.bg/laws/ldoc/2135558368), and that applications are allocated on a random basis. When an application is allocated for examination after the time limit has expired, the Agency says that the registration officer is “barred both legally and technically” from giving instructions.

## Why This Argument Does Not Hold

I understand the objective workload. But in law this argument is untenable for one simple reason. The administration's own delay cannot override its statutory obligations or deprive the applicant of their rights.

The fact that the system is configured to “close off” the possibility of instructions after the time limit has expired is not a circumstance to be held against the applicant but a defect in the Agency's own organisation. Had the application been examined at the beginning of the three working days, as Art. 19(2) requires, there would have been time for instructions. The fact that it was examined at the last moment is entirely the fault of the authority.

Bulgarian case law consistently accepts this reasoning. A refusal under Art. 22(5) may be appealed before the regional court (Art. 25 of the Act), and the courts consistently set aside refusals issued without instructions as unlawful. The Supreme Court of Cassation addressed precisely this question, namely the powers of the court on appeal against a refusal where no instructions were given under Art. 22(5), in Interpretative Decision No. 1/2020 of the General Assembly of the Commercial Chamber, confirming that the failure to give the required instructions is a material breach that vitiates the refusal. In other words, the flawed “no time” practice as a rule does not withstand judicial review.

Such conduct also runs counter to the fundamental principles of administrative law set out in the Administrative Procedure Code, namely legality, accessibility, publicity and transparency, consistency and predictability. When the same authority breaches its own time limits and then penalises the citizen for the consequences of that breach, trust in the administration is eroded, and legal certainty, so important for any business planning, effectively disappears. Predictability is not a luxury. It is a condition for transactions to be concluded, meetings to be held and capital to move.

## How to Protect Your Business or Organisation

From my practice, I draw several recommendations that reduce the risk while the administrative problem is being resolved.

- **File your applications as early as possible.** If you are convening a general meeting or have another time-bound act, do not rely on the three working days but allow a buffer of several weeks over the statutory minimum.
- **Check your documents in advance.** Any omission that would otherwise lead to instructions may, in a delayed file, turn straight into a refusal. Careful preparation of the application is the first line of defence.
- **Do not accept an unlawful refusal as final.** A refusal may be appealed before the regional court within a short time limit, and where it was issued without the required instructions, the prospects of having it set aside are real.
- **Document your costs and losses.** Hired rooms, staff and missed transactions all matter if you seek to establish liability for unlawful administrative inaction.
- **Respond through institutional channels.** A complaint to the Minister of Justice under Chapter Eight of the Administrative Procedure Code is a legitimate tool that puts pressure on the administration to comply with the law.

In such cases, the timely involvement of a lawyer is often the difference between a saved procedure and a lost meeting. At the firm, we assist both with properly structuring and filing applications in [commercial](https://www.da-law.eu/en/services/commercial-law) and [corporate law](https://www.da-law.eu/en/services/corporate-law) and with appeals against unlawful refusals and the [resolution of disputes](https://www.da-law.eu/en/services/dispute-resolution-and-debt-collection) arising from them.

Until strict compliance with the statutory time limits is ensured, the risk of failed events, blocked transactions and additional costs will continue to weigh on businesses and organisations in Bulgaria. That is why I believe silence is not an option, neither mine as a lawyer nor yours as an affected trader or head of an association. The law is on your side. The question is to assert it in time and with the right tools.

## Legal basis

- [Commercial Register and Register of Non-Profit Legal Entities Act (Закон за търговския регистър и регистъра на юридическите лица с нестопанска цел): Art. 19, 22(5) and 25](https://lex.bg/laws/ldoc/2135522741)
- [Non-Profit Legal Entities Act (Закон за юридическите лица с нестопанска цел): Art. 26(3)](https://lex.bg/laws/ldoc/2134942720)
- [Act on the Introduction of the Euro in the Republic of Bulgaria (Закон за въвеждане на еврото в Република България): Art. 32](https://lex.bg/laws/ldoc/2137244903)
- [Civil Procedure Code (Гражданско-процесуален кодекс): Art. 60 (computation of time limits)](https://lex.bg/laws/ldoc/2135558368)
- Ordinance No. 1 of 14 February 2007 on keeping, storing and accessing the Commercial Register and the Register of Non-Profit Legal Entities (Наредба № 1 от 14.02.2007 г.)
- Interpretative Decision No. 1/2020 of the General Assembly of the Commercial Chamber of the Supreme Court of Cassation

## Frequently asked questions

### Within what time must the Commercial Register enter my application?

The registration officer must rule immediately upon the expiry of three working days from receipt of the application. For the initial registration of a trader, the time limit is the end of the following working day (Art. 19 of the Commercial Register and Register of Non-Profit Legal Entities Act).

### Can the registrar refuse without giving me instructions?

No. Where documents are missing from the application or the fee has not been paid, Art. 22(5) of the Act requires the registrar to give instructions. A refusal on the ground that there is “no time” for instructions is unlawful.

### How do I appeal against a refusal by the Registry Agency?

The refusal is appealed before the regional court under Art. 25 of the Act, within a short time limit. Where it was issued without the required instructions, the prospects of having it set aside are real.

### What should I do if the delay causes me costs?

Document them, including hired rooms, staff and missed transactions. They matter if you seek to establish liability for unlawful administrative inaction. You may also file a complaint with the Minister of Justice under Chapter Eight of the Administrative Procedure Code.

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*The information on this website is not legal advice and does not create an attorney–client relationship. Every case has its specifics and requires an individual approach. For a professional opinion and a tailored strategy, please contact us.*

Source: https://www.da-law.eu/en/insights/delays-at-the-commercial-register