Registering of changes about Bulgarian Commercial Companies in the Commercial Register

In the Commercial register (which is electronic database) shall be entered traders, branches of foreign trad ers and the circumstances connected with them for which entering is provided with a law (Art.4 of the Law of the Commercial Register). Any change of the company`s status must be registered within a period of 7 days following taking of the respective decision by the General Assembly of the company. The purpose of the law is keeping of the information in the Commercial register always updated and actual, i.e. the Commercial register should reflect the real status of the trader (the company).

The Commercial register is public. Anyone shall have the right to free and costless access to the database concerning the main status of the company. The Registry Agen cy provides registered access to the trader`s folder that required using of certified electronic signature.

The following circumstances are subject of entering into the Commercial register:

 

  • The change of the firm or the registered address of the company;
  • The change of the business activity of the company;
  • Accepting or expulsion of shareholder;
  • Transfer of shares to other person (to other shareholder or third party);
  • Change in the management/representation of the company;
  • Change of the amount of the company`s capital;
  • Transformation of the company;
  • Pledge of shares;
  • Closing and liquidation of the company;
  • Insolvency of the company.

 

 

In the Commercial register must be entered all decisions of the General Assembly which change in any aspect the Articles of Incorporation of the company.
In the Commercial Register shall be announced also any acts referring to the traders and branches of foreign traders for whi ch entering is provided with a law, namely:
  • The annual financial report of the company;
  • The actual Articles of incorporation of the company;
  • Any act of the court, bailiff or other state authority concerning the status of the company.
In the Commercial register shall be registered:
- the European companies in the sense of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE), furt her referred to as “Regulation (EC) No 2157/2001”, seated in the Republic of Bulgaria and their branches;
- the European cooperative societies in the sense of Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperati ve Society (SCE), further referred to as “Regulation (EC) No 1435/2003”, seated in the Republic of Bulgaria and their branches;
- the European economic interest groupings in the sense of Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping (EEIG), further referred to as “Regulation (EC) No 2137/85”, seated in the Republic of Bulgaria and the subsidiaries in the Republic of Bulgaria of the European economic interest groupings seated abroad. In the commercial register shall be announced the acts concerning the persons herereferred and their branches and subsidiaries.
Each trader shall be obliged to require to be entered in the Commercial register declaring the circumstances subject to entering and presenting the acts subjects to announcement. Entering, deletion and announcement may be requested by the trader, by another person in the cases provided for in a law, by an attorney with an explicit authorization for representation before the Agency, drawn up according to the requirements of the Attorney Law, or by an authorized person with explicit written authorization.
All the documents in the Commercial register shall be submitted in Bulgarian language. The documents may also be presented in each of the official languages of the European Union. In this case the documents shall be presented together with certified translation in Bulgarian language.
The role of the Commercial register is that the entered circumstance shall be considered known for the third conscientious persons from the moment of entering in the Commercial register. The third persons may go to circumstance subject to entering although the entering has not been implemented unless a law explicitly provides it to have effect after the entering. Also, the announcing shall give publicity of the announced act. The presented acts for announcing shall be considered known for the third persons from the moment of announcing in the Commercial register.
This article was created by Valova&Angelova law firm.