Bulgaria: The Bulgarian Commerce Act Amended To Prevent Falsification Of Documents

Last Updated: 28 February 2017
Article by Richard Clegg and Nikoleta Ratcheva

On 2 January 2017, amendments to the Bulgarian Commerce Act (the "Act") entered into force in Bulgaria. Amongst the aims of the Act is to prevent falsification of documents by introducing new formal requirements for certain agreements and shareholders' resolutions.

Stricter Formal Requirements For Agreements

The Act introduces a new validity form for (i) agreements for transfer of a going concern; and (ii) agreements for transfer of quotas in limited liability companies ("LLC") (In Bulgarian "дружество с ограничена отговорност"). In addition to the existing requirement for notarization of signatures, the Act requires also notary certification of the content of the agreement, made simultaneously.

The Act introduces a new validity form for (i) agreements for transfer of a going concern; and (ii) agreements for transfer of quotas in limited liability companies ("LLC") (In Bulgarian "дружество с ограничена отговорност"). In addition to the existing requirement for notarization of signatures, the Act requires also notary certification of the content of the agreement, made simultaneously.

In Bulgaria the transfer of a going concern or of quotas in an LLC is subject to registration with the Bulgarian Commercial Register. The new formal requirements may cause hurdles during the registration procedures, if parties wish to sign such agreements before notaries in other countries, where the simultaneous certification of signatures and content does not exist as a procedure under local laws (e.g. Cyprus). In order to meet the new requirements for form and avoid registration complications, if such agreements are signed in countries other than Bulgaria, signing can be done before Bulgarian consuls, who are entitled under Bulgarian law to perform simultaneous certification of content and signatures of documents. Another option for parties, who are located abroad and do not wish to come to Bulgaria for the signing of such agreements, is to appoint a proxy to sign the agreement before a Bulgarian notary public under a power of attorney.

New Validity Form For Minutes Of General Meetings

The Act envisages that the following resolutions adopted at a general meeting of shareholders in a Bulgarian LLC shall be documented by minutes, with notary certified signatures and content, performed simultaneously, unless a simple written form is envisaged in the LLC's articles of association:

  • accepting and expelling shareholders, giving consent for transfer of quotas to a new shareholder;
  • increase and decrease of registered share capital;
  • appointment of managing directors; and
  • acquisition or disposal of immovable property or property rights over real estate.

Resolutions which are not documented in accordance with the above requirement will be null and void. Shareholders, who prefer a less formalistic approach, may amend the articles of their companies to allow for execution of minutes in a simple written form (without notary certification). It should be noted, however, that the new requirement for notarized form is introduced to prevent execution and registration of important corporate actions by fraudulent signatures.

Costs

Despite the stricter formal requirements, the Act does not aim to force higher expenses on investors. It is envisaged that a fixed notary fee shall be collected for certification of documents under the new requirements.

Insolvency And New Stabilization Proceedings

In addition to the above corporate changes, the Act introduces two additional presumptions for insolvency as well as a new stabilization proceeding for companies at immediate risk of insolvency. Pursuant to the Act, a company will be presumed insolvent, if (i) it has not filed in due terms its annual accounts for the last 3 years before an application for opening of insolvency proceedings was filed; or (ii) if, within enforcement proceedings initiated by a creditor, who has requested opening of insolvency proceedings against the company, the creditor's receivable from the company was not paid in full or partially within 6 months upon delivery of notice or invitation for voluntary payment. As regards the new stabilization proceedings, the aim is to allow companies at insolvency risk to reach an agreement with their creditors on repayment of obligations and, as result, to continue their business activities. The provisions, governing the stabilization proceedings, shall enter into effect on 1 July 2017.

Earlier Amendments Entering Into Force In 2017

Certain earlier amendments to the Commerce Act (adopted back in 2015) also entered into force in Bulgaria in January. These amendments regulate the exchange of information regarding branches of foreign entities performed through the EU system for interconnection of registers as per Directive 2012/17/EU1. As of 1 January 2017 the following circumstances and acts regarding foreign companies with branches in Bulgaria can be registered with the Bulgarian Commercial Register ex officio, upon notification from the company register in the EU member state where the foreign company is established: termination or continuation of business activity, initiation and completion of liquidation proceedings, insolvency acts registered in the country of origin. If the foreign company is deregistered, its Bulgarian branch will be deregistered as well, which will be done ex officio upon a notification from the company register in the EU member state where the foreign company is established, unless a separate deregistration of the branch was already initiated in Bulgaria. Also, as of 1 January 2017 the Bulgarian Registry Agency shall be able to ensure operational compatibility of the Bulgarian Commercial Register with the EU system for interconnection of registers2 and to provide information through this system on initiation or termination of liquidation proceedings, insolvency or deregistration of Bulgarian companies.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
 
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions