How to Check a Bulgarian Company: Debts, Lawsuits, and Due Diligence in 2026

A Step-by-Step Due Diligence Guide — Trade Register, Financial Statements, Court Cases, Enforcement Proceedings, Pledges, and Tax Liabilities

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Introduction

Before buying a business, acquiring property, signing a contract, investing, or extending deferred payment terms to a Bulgarian counterparty, conducting a thorough company check — a Due Diligence — is strongly recommended.

Experience shows that the majority of problems in transactions involving Bulgarian companies are not the result of outright fraud, but of less obvious risks:

  • undisclosed debts to creditors and suppliers;
  • outstanding tax liabilities to the state;
  • ongoing or concluded court disputes;
  • active enforcement proceedings;
  • de facto insolvency of the counterparty;
  • pending bankruptcy or liquidation procedures.

The good news is that a significant proportion of information about Bulgarian companies is public and available online. The Trade Register, financial statements, the Pledge Register, and the Property Register are all open sources that allow a preliminary check to be conducted independently, without engaging a lawyer. However, for transactions above €50,000 — whether a business acquisition, property purchase, or long-term contract — a professional legal Due Diligence is the mandatory standard.

This guide covers all 10 steps of checking a Bulgarian company: from a basic Trade Register search to a full Legal Due Diligence covering court cases, enforcement proceedings, and tax obligations.

Step 1. The Bulgarian Trade Register — The Starting Point of Any Check

The first and mandatory step in checking a Bulgarian company is analysing data in the official Trade Register (Търговски регистър). The register is maintained by the Bulgarian Registry Agency and is publicly accessible.

How to Find a Company

Official resource: portal.registryagency.bg

Search is available by:

  • company name (full or partial);
  • EIK — the unique identification code (equivalent to a tax or company registration number);
  • director’s name;
  • founder or shareholder name.

The EIK is a unique 9-digit identifier assigned to every Bulgarian company upon registration. Knowing a counterparty’s EIK significantly speeds up the check and eliminates errors when searching for companies with similar names.

What to Check in the Trade Register

What to Check Why It Matters
Registration date Allows assessment of the company’s real track record; shell companies often exist for less than a year
Registered address Mass-registration addresses (dozens of companies at one address) are a sign of a nominal structure
Share capital Capital of 2 BGN (€1) is the legally permitted minimum; a basic indicator of reliability
Director(s) Allows verification of an individual’s business reputation across other companies
Founders and shareholders Identifies affiliated and related parties; detects nominee shareholder arrangements
Beneficial owners (UBO) Verification of the ultimate economic owner; essential for sanctions screening
History of amendments Frequent changes of directors, address, or ownership are a serious warning signal

PRACTICAL NOTE: The Register provides full access to a company’s amendment history. If the director has changed 3 or more times in the past 1–2 years, the registered address has been changed to an unusual one, and the share capital has remained at the minimum — this combination of factors warrants enhanced scrutiny.

Step 2. Financial Statements — Reading the Numbers

Most Bulgarian companies are required to publish annual financial statements in the Trade Register. The only exceptions are micro-enterprises meeting specific criteria. Access to financial statements is free of charge.

Financial Indicators Checklist

Key items to analyse:

  • Revenue for the past 3 years
  • Net profit / loss
  • Total liabilities (current and long-term)
  • Equity (net assets)
  • Accounts receivable
  • Accounts payable
  • Existence of bank loans

Red Flags in Financial Statements

Warning Signal What It Indicates
Negative equity Liabilities exceed assets; the company is technically insolvent
Losses for 2+ consecutive years Chronic unprofitability; risk of insolvency
No financial statements published for the past year Breach of law; possible liquidation or abandoned company
Sharp revenue decline (>40% in one year) Loss of key clients or market; operational difficulties
Growing accounts payable alongside declining revenue The company is not paying its suppliers
Significant short-term liabilities relative to assets Risk of default on current obligations

IMPORTANT: The absence of published financial statements is itself a breach of Bulgarian law and the first risk signal. If a company has not published statements for 2 consecutive years, this is grounds for an enhanced check before entering into any agreement.

Step 3. Checking for Bankruptcy and Liquidation Proceedings

The Trade Register publishes information on the current legal status of a company, including any initiated insolvency (bankruptcy) or liquidation proceedings. This is one of the fastest and most critical elements of any check.

Possible Company Statuses

Status What It Means for a Counterparty
Active The company is operating normally
Liquidation The company is winding down; transactions are extremely high risk
Insolvency Bankruptcy proceedings have been opened; all transactions are under court supervision
Dissolved The company has been liquidated; legal consequences for counterparties

In addition to the status shown in the register, bankruptcy decisions are published in the State Gazette (Държавен вестник) and in the open court decisions database. In a professional check, the lawyer verifies both sources.

Step 4. Checking Court Proceedings

This is one of the most important and frequently underestimated steps. A company that appears financially sound on paper may simultaneously be involved in dozens of court disputes whose outcome could fundamentally alter its position.

What to Look For

The Bulgarian court system maintains an open case registry. All of the following categories require investigation:

  • commercial disputes (debt recovery, breach of contract);
  • employment disputes with former employees;
  • tax disputes with the National Revenue Agency (NRA);
  • bankruptcy proceedings initiated by creditors;
  • disputes with state authorities and regulators;
  • enforcement proceedings cases.

How to Analyse Court Cases

Indicator What Is Being Assessed
Number of active cases Overall legal risk level; a normal active company typically has 0–2 cases
Total value of claims Financial risk; relationship to the size of the company’s assets
Case status (active / concluded) Current obligations matter more than historical ones
Systematic pattern of disputes Regular employment or commercial disputes indicate reputational and operational risk
Parties to the case Whether the company is defendant or claimant; type of creditors bringing claims

PRACTICAL NOTE: There is no single online resource to check all court cases for a Bulgarian company. A professional judicial check is conducted through the EPEP system (electronic register of acts) and through requests to specific courts by district. Bulgaria For Business VCC conducts full judicial screening as part of its Due Diligence service.

Step 5. Checking State Tax Liabilities

There is no direct public database of all Bulgarian companies’ tax debts — unlike some EU countries. Nevertheless, as part of a comprehensive check, a company’s tax position can be assessed through several routes.

Methods for Checking Tax Liability

Method What It Provides
Tax clearance certificate (удостоверение) Official document from the NRA; the company obtains it on request and provides it as part of a transaction
Analysis of financial statements Indirect indicators: tax liabilities in the balance sheet; VAT advances
Enforcement proceedings register The NRA frequently acts as creditor in enforcement proceedings
Request to counterparty For major transactions, requesting an NRA clearance certificate is standard practice

For large transactions — business acquisitions, long-term contracts — obtaining an official NRA certificate confirming the absence of tax liabilities is a standard component of Due Diligence. Companies with outstanding state debts generally cannot obtain such a certificate, or obtain it with qualifications.

Step 6. Checking Enforcement Proceedings

A won court case does not mean a recovered debt. Enforcement proceedings are the next, compulsory stage of collection — and information about them is critically important when assessing a company’s real financial position.

What Enforcement Proceedings Checks Reveal

  • active debt recovery by private or state enforcement agents;
  • freezing of the company’s bank accounts;
  • attachment of movable and immovable property;
  • imposed restrictions on the disposal of assets;
  • details of creditors who have initiated compulsory recovery.

KEY POINT: Multiple active enforcement proceedings against a company are one of the most serious risk signals. It means creditors have already passed through the judicial stage and moved to compulsory recovery. This situation is incompatible with extending deferred payment terms or making large advance payments.

Step 7. Checking the Company’s Property Through the Property Register

If the company owns property — offices, warehouses, retail premises, land plots — this property requires a separate check through the Bulgarian Property Register (Имотен регистър).

Property Checklist

  • Property is actually registered in the name of the company being checked
  • No mortgages, or any mortgage is understood and manageable
  • No attachment orders on property
  • No court restrictions or encumbrances
  • No active enforcement measures against the property
  • Legal history of the property — number of ownership transfers
What Is Checked Source Practical Significance
Mortgage on property Property Register Restricts disposal of the asset; creditor has priority in bankruptcy
Attachment of property Property Register / courts The company cannot sell or transfer attached property
Court injunction (interim measure) Property Register Temporary restriction pending a court judgment
Enforcement measures ЧСИ register Compulsory recovery has begun; property is at risk of forced sale

PRACTICAL NOTE: The Bulgarian Property Register is indexed by both property objects and by persons. In a professional Due Diligence, the full list of properties registered to the company (and to its directors in the context of affiliated parties) is verified, with the complete ownership history of each object.

Step 8. Checking Pledges and Security Interests

Bulgaria maintains a separate Central Register of Special Pledges (Централен регистър на особените залози). Through it, any pledges over a company’s movable assets can be identified.

What the Pledge Register Reveals

  • pledges over production equipment and machinery;
  • pledges over vehicles (company fleet);
  • pledges over company shares (OOD/EOOD shareholding);
  • pledge over the business as a going concern;
  • pledge over trademarks, licences, and intellectual property.
Situation Risk Assessment
One pledge securing a bank loan, agreement current Moderate — standard practice
Multiple pledges over key assets from different creditors Elevated — the company is actively leveraging its assets as security
Pledge over company shares (control transferred as security) Critical — change of ownership is possible without counterparties’ knowledge
Pledges + active enforcement proceedings Critical — priority creditors exist; risk of bankruptcy is high

Step 9. Checking Beneficial Owners (UBO)

Since 2018, Bulgaria — in line with all EU member states — has required companies to register information about their ultimate beneficial owners (UBOs) in the Trade Register. These are individuals who directly or indirectly control more than 25% of the company or exercise other decisive influence over its activities.

When UBO Verification Is Especially Important

  • in international transactions and investments;
  • when acquiring a shareholding or the entire business;
  • when assessing sanctions risk (individuals on EU, US, or UK sanctions lists);
  • when working with companies with an opaque ownership structure;
  • when fulfilling AML/KYC compliance requirements.

SANCTIONS SCREENING: For international transactions, in addition to checking the UBO in the Bulgarian register, it is recommended to run a check against international sanctions databases: EU Consolidated Sanctions List, OFAC SDN (USA), UK HM Treasury. Bulgaria For Business VCC conducts sanctions screening as part of its extended Due Diligence service.

Step 10. Professional Legal Due Diligence

When acquiring a company or major commercial property, entering into a long-term contract, or investing in a Bulgarian business, an independent check through open registers is only the first level. A full legal Due Diligence is conducted by a lawyer and covers all critical aspects.

Structure of a Professional Due Diligence

Review Block What It Covers
Corporate review Constitutional documents, amendment history, ownership structure, licences, permits
Financial review 3–5 years of financial statements, loan agreements, liabilities, financial guarantees
Judicial review All current and concluded court cases, appeals, enforcement proceedings
Tax review VAT, corporate tax, and social contribution liabilities; NRA clearance certificates
Asset review Property (Property Register), equipment, vehicles, trademarks
Employment review Employment contracts, pension obligations, outstanding employment disputes
Contractual review Key client and supplier agreements; termination provisions; risk assessment
UBO and sanctions screening Beneficial ownership structure; check against international sanctions lists

When Professional Due Diligence Is Required

  • when acquiring a shareholding in a Bulgarian company or the entire business;
  • when purchasing commercial property valued above €100,000;
  • when entering into a contract with obligations exceeding €50,000;
  • when investing in a Bulgarian startup or manufacturing project;
  • when extending trade credit or deferred payment terms to a new counterparty;
  • in mergers and acquisitions involving Bulgarian assets.

Bulgaria For Business VCC provides full legal Due Diligence of Bulgarian companies: corporate, financial, judicial, and tax reviews with a written report. Contact us at bulgaria-for-business.com to discuss your specific situation.

Key Signs of a Problematic Bulgarian Company

Red Flags Checklist

  • Company has existed for less than 1 year
  • Frequent change of directors (3+ times in 2 years)
  • No financial statements published
  • Negative or minimum share capital
  • Negative equity (liabilities exceed assets)
  • Losses for 2+ consecutive years
  • Active court disputes with creditors
  • Active enforcement proceedings
  • Open liquidation or bankruptcy procedure
  • Multiple pledges over key assets
  • Attachment orders on property or bank accounts
  • Discrepancy between registered and actual address
  • Undisclosed UBO or clearly nominal beneficial owner

Important: The presence of one of the above signals does not automatically mean the transaction should be declined — each case requires individual analysis. However, a combination of three or more signals is grounds for either withdrawing from the transaction or conducting an expanded Due Diligence before signing any documents.

Practical Algorithm for Checking a Bulgarian Company

Step Action Source / Tool
1 Basic search by EIK and company name Trade Register (portal.registryagency.bg)
2 Analysis of financial statements Trade Register — financial statements section
3 UBO and ownership structure check Trade Register — beneficial owners section
4 Status check (bankruptcy / liquidation) Trade Register + State Gazette (dv.parliament.bg)
5 Judicial screening EPEP / court requests / legal firm
6 Enforcement proceedings check КЧСИ register / legal firm
7 Property and pledge check Property Register / Central Pledge Register
8 Tax screening NRA clearance certificate / request to counterparty / legal firm
9 Sanctions screening (where applicable) EU Consolidated List / OFAC / UK HM Treasury
10 Due Diligence report preparation Legal firm / Bulgaria For Business VCC

Frequently asked questions

Key questions answered for international clients considering Bulgaria.

Bulgaria For Business VCC conducts full Due Diligence of Bulgarian companies and properties for foreign investors: corporate, financial, judicial, and tax reviews with a written report in English and Russian. We also register companies in Bulgaria (EOOD, OOD, DPC), open corporate bank accounts, and provide full legal support for property transactions. Contact us at bulgaria-for-business.com.

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