12 Jan Why is the Commercial Register refusing to register DallBogg’s record capital increase?

Because it wants the shareholders’ book to be presented?

Why can’t DallBogg present an up-to-date shareholder register? Because on December 3, 2025, the Financial Supervision Commission (FSC, D. Velichkova) prohibited the Central Depository (CD) from issuing the shares of American investor Tiho T. Kamenov, who was duly accepted at the General Meeting of Shareholders on October 20, 2025, and who fully paid in the capital in the amount of BGN 5.5 million on October 23, 2025, and the Commercial Register (CR) registered him as a shareholder on November 12, 2025, with all the rights that come with it.

Why did the FSC stop the issuance of shares on December 3, 2025? Because it created a “ground,” i.e., a pretext, by filing case No. 2265 with the Sofia City Court to seek defects in the power of attorney given by the American investor to a Bulgarian lawyer. However, the judge in the case ruled that the FSC had no defined public interest to protect with its insinuated declaratory proceedings, especially since the investor had confirmed his power of attorney in a special declaration. The FSC has neither a public nor a legal interest in interfering with fully paid-in capital in support of the insurer’s capital position, which should be the sole concern and responsibility of the FSC. The protracted nature of such fabricated legal proceedings only serves the conspiracy to block the new investor’s shares and further undermine DallBogg’s capital adequacy.

CR must register the new record capital, fully paid in on December 22, 2025, and approved at the General Meeting of Shareholders on December 28, 2025, without requiring any Shareholder Register, because CR directly registered the new shareholder on November 12, 2025, as it did with the other three shareholders for many years. CR has never before required the Shareholders’ Register, which only has certifying significance for third parties, but CR is not a third party; it participates in the final step of the actual composition of the capital increase on November 12, 2025.

The absurdity and farce are complemented by publicly available comments in the register, which is obviously working under enormous pressure, such as DallBogg not writing “51 euro cents” [“evrocenta“], but “51 euro cents” [“evrocentove”. Translator’s note: Тhis comment constitutes a grammatical error in the use of the plural form following a cardinal numeral in Bulgarian].

The conspiracy against the American investor was led by V. Goranov (sanctioned under the U.S. Global Magnitsky Act for corruption) and carried out by the FSC under the leadership of his protégé, V. Golemanski. That is why all competent lawyers in the country are of the opinion that there is neither a legal nor a regulatory dispute here, but rather a shallowly conceived conspiracy involving abuse of the regulator’s powers and gross violation of the law through criminal interference in the work of other independent state bodies, such as the CR, which is subordinate to the Ministry of Justice, and independent associations.

The culmination of this administrative repression and the conspirators’ self-exposure is the coercive administrative measure imposed by the FSC on December 11, 2025, which specifically orders the four shareholders, including the new American investor, to individually and fully contribute new capital of BGN 80 million. So, the FSC explicitly recognises the status of all of them as shareholders, but before that (on 3 December) it prohibited the issuance of shares by the CD to one of them?!? In strict compliance with the latest order of December 11, 2025, a General Meeting of Shareholders was held on December 28, 2025. On the last working day before that, the capital was paid in full. Thus, the FSC orders the American shareholder to pay in his share of the capital increase again, but prohibits the issuance of his 5.5 million shares from the previous (November) capital increase.

Why has the regulator fallen into this insane self-humiliation and placed the independent CR and CD in a subordinate position?

How the U.S. government will respond in defense of the American investor remains beyond the grasp of the ‘Magnitsky’ clique.