Which impediments the declaration rules out
Under Art. 141(8) of the Commerce Act, a person cannot be a manager if at least one of the following impediments applies. The declaration confirms their absence as of the date of signing:
| Impediment | Content |
|---|---|
| Declared insolvency | the person has not been declared insolvent |
| Manager of a company dissolved due to insolvency | was not a manager or member of a management/supervisory body of a company dissolved due to insolvency in the two years before the insolvency ruling, where unsatisfied creditors remained |
| Sanctions under the Oil and Petroleum Products Stocks Act | was not a manager or member of a management/supervisory body of a company sanctioned by a final penal order for failing to build and maintain mandatory stocks |
Example — completed declaration
The document actually filed with the Commercial Register is in Bulgarian — the декларация (declaration) below. This English version explains what each clause means so a non-Bulgarian-speaking manager understands what they are signing; we prepare the Bulgarian-language original.
DECLARATION
under Art. 141(8) of the Commerce Act
I, the undersigned [Manager's full name], personal ID No. [personal ID number], acting as newly elected manager of "[Company name]" EOOD/OOD, UIC (EIK) [EIK number]:
DECLARE that:
1. I have not been declared insolvent.
2. I have not been a manager or member of a management/supervisory body of a company dissolved due to insolvency in the last two years, where unsatisfied creditors remained.
3. I have not been a manager or member of a management/supervisory body of a company sanctioned by a final penal order for failing to meet its obligations under the Oil and Petroleum Products Stocks Act.
I am aware of the criminal liability under Art. 313 of the Criminal Code for declaring false circumstances.
Frequently asked questions
Who files the declaration under Art. 141(8) of the Commerce Act?
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Every person elected as manager of an OOD or EOOD, before their entry in the Commercial Register.
What happens if the manager doesn't meet the requirements?
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The Commercial Register refuses the entry. If the disqualification is discovered after entry, it is subject to removal ex officio or by court order.
Is it different from the declaration under Art. 142 of the Commerce Act?
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Yes. Art. 142 governs the prohibition on a manager conducting competing commercial activity without the company's consent, while Art. 141(8) confirms the person's general eligibility to hold the position of manager.
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Sources
Commerce Act, Art. 141(8) and Art. 142; Criminal Code, Art. 313. Verified 4 September 2026.
Important
If there is any doubt about prior involvement in a company that was declared insolvent, seek advice beforehand — the Commercial Register checks the data ex officio.