Name of law Law amending the Commercial Code Name of Bill WALL of the commercial law of adoption Date 20/02/2013 number/year Official Gazette 20/2013 Decree No 36
On the grounds of art. 98, paragraph 4 of the Constitution of the Republic of Bulgaria
To be published in the Official Gazette the law for amendment of the commercial code, adopted by the National Assembly of the HLI 20 February 2013.
Issued in Sofia on 26 February 2013.
The President of the Republic: Rosen Plevneliev
Stamped with the State seal.
Minister of Justice:
Amendment of commercial code (promulgated, SG. 48 of 1991; amend., no. 25 of 1992, no. 61 and 103 of 1993, 63/1994, no. 63 of 1995, no. 42, 59, 83, 86 and 104 of 1996, 58/100 and 124 of 1997, no. 21, 39, 52, and 70 of 1998. , PC. 33, 42, 64, 81, 90, 103 and 114 in 1999, St. 84. Since the year 2000, PCs. 28, 61 and 96 in 2002, PCs. 19, 31 and 58 from 2003, PCs. 31, 39, 42, 43, 66, 103 and 105 of 2005, St. 38, 59, 80 and 105, 2006, issue. 59, 92 and 104 from 2007, PCs. 50, 67, 70, 100 and 108 of 2008, PCs. 12, 18, 32, 47 and 82 from 2009, PCs. 41 and 101 of 2010, PC. 14, 18 and 34 by 2011, issue. 53 and 60 of the 2012 issue. 15 of 2013)
§ 1. In art. 73 following amendments and supplements shall be made: 1. In para. 1 in the first sentence add "or statute", in the second sentence the words "joint-stock company to ' shall be replaced by" capital company "or the articles of Association and the third sentence:" On attestation of signatures the notary checks the importer's rights. "
2. in the Al. 5. in the second sentence, after the words "an extract from the" insert "or" articles of Association.
§ 2. Art is created. 303:
"A period when monetary obligations
Art. 303. (1) the parties to a commercial transaction may agree on turnaround of a monetary debt no more than 60 days. The exception can be negotiated and a longer period where required by the nature of the good or service or for any other reason, if that does not constitute a manifest abuse of the interest of the lender and shall be without prejudice to good morals.
(2) where the debtor is a public entity, the parties may negotiate a turnaround of the monetary obligation not more than 30 days. The exception can be negotiated and a longer period of time, but not more than 60 days, when required by the nature of the good or service or for any other reason, if that does not constitute a manifest abuse of the interest of the lender and shall be without prejudice to good morals.
(3) if it is not an agreed period for payment, the obligation must be performed within 14 days of receipt of invoice or on another call for payment. When the day of receipt of the invoice or the call for payment cannot be established or where the invoice or received the invitation before receiving the good or service, the period shall start to run from the day following the day of receipt of the goods or service, although the invoice or payment invitation predates this.
(4) where the contract or law provides for review or acceptance of goods or services, the time limit referred to in paragraph 1. 3 runs from the adoption or the completion of the examination, if the invoice or the call for payment are received before then. The deadline for review or acceptance is 14 days from the receipt of goods or service. The exception can be negotiated a longer period for review or approval, when required by the nature of the good or service or for any other reason.
(5) the provisions of paragraphs 1 and 2. 1 to 4 shall not apply to:
2. the obligations of the high insolvency proceedings;
3. compensation for damage, including insurance benefits.
(6) the rules in this article also apply to transactions to which they are party, craftsmen and persons engaged in workers or exercising their profession. "
§ 3. Art is created. 309:
Art. 309. (1) where a creditor has fulfilled his obligations, and the debtor is in arrears of payment unless otherwise agreed, the creditor is entitled to compensation in the amount of statutory interest from the day of the party, as well as compensation for the costs of collection of the claim in the amount of not less than 80 euro, without the need for an invitation. The creditor may seek compensation for actual damages and expenses for collecting the higher amount in accordance with the General rules.
(2) where a deferred payment agreement, the benefits referred to in para. 1 due to the delayed contributions.
(3) the limitation of liability under para. 1 and 2 can be arranged only if it does not constitute a manifest abuse of the interest of the lender and shall be without prejudice to good morals. Limitation of liability is invalid when the debtor is a public entity. "
§ 4. In art. 324 words "in the course of time required under the circumstances" shall be deleted.
§ 5. In art. 327 Al is created. 3:
"(3) On the terms of payment shall apply mutatis mutandis the General rules of chapter twenty one."
§ 6. In art. 608 al. 1 shall be amended as follows: ' (1) is Insolvent merchant that is unable to meet a requirement:
1. monetary liability arising from or relating to a commercial transaction, including its reality, performance, breach, termination, destroying and spoiling, or the consequences of its termination, or 2. public-legal obligation towards the State and the municipalities, related to its commercial activity, or 3. debt in private State-making. "
§ 7. In art. 645, para. 4 after the word "" is added to over-indebtedness but not earlier than one year before the submission of the application.
§ 8. In art. 646 following amendments and supplements shall be made:
1. in the title, the word "Nothingness" are replaced by "Invalidity".
2. paragraph 2 is replaced by the following:
"(2) may be declared void in respect of the creditors of the bankruptcy the following actions and transactions made by the debtor after the date of insolvency to over-indebtedness, respectively, in the cases referred to in items 1 – 3 as possible prior to the filing of the application under art. 625:
1. performance of a monetary obligation neiziskuemo, regardless of the means of implementation, carried out in one year;
2. establishment of a mortgage or pledge to secure unwarranted by the debtor in the meantime making against him carried out within one year;
3. discharge of the obligation of the debtor's cash requirement, regardless of the means of implementation, carried out in six months. "
3. Create a new para. 3 and para. 4-7:
"(3) if the creditor was aware that the debtor is insolvent or svr″hzad″lžen, the period referred to in paragraph 1. 2, item 1 and 2 is two years and the period referred to in para. 2, item 3 – one year.
(4) the knowledge referred to in paragraph 1. 3 it is suggested when: 1. the debtor and the creditor are related persons or
2. the creditor knew or was able to know the circumstances, on the basis of which it could make a educated guess about the existence of insolvency or svr″hzad″lženost.
(5) paragraph 2, paragraphs 1 and 3 shall not apply if the implementation is in the circle of usual activity of debtor and when:
1. is carried out in accordance with the agreed between the parties at the same time providing an equivalent product or service for the benefit of the debtor or within 30 days after the maturity date of the monetary obligation, or
2. after the payment the creditor has provided the debtor an equivalent product or service.
(6) paragraph 2, item 2 shall not apply where the bet or mortgage are established:
1. before or simultaneously with the granting of credit to the debtor;
2. to replace other property collateral, which may not be declared invalid according to the rules of this section;
3. to ensure the credit given for the acquisition of the subject of pledge or mortgage.
(7) the nullity under para. 2 without prejudice to the rights that bona fide third persons have acquired for valuable consideration before the entry of the application. Bad faith is presumed, subject to proof to the contrary, if the third party is affiliated with the debtor or person with the person with whom the debtor is communication. "
4. The current paragraph. 3 it al. 8.
§ 9. Article 647 shall be amended as follows:
"Action to set aside claims
Art. 647. (1) except as provided by law may be declared void in respect of the creditors of the bankruptcy the following actions and transactions, if they are committed by the debtor within the time limit set out in paragraph 1 – 6 periods prior to the filing of the application under art. 625:
1. contracts, with the exception of the donation, in which the country is related to the debtor, carried out within three years;
2. contracts carried out within two years;
3. repayable deal, in which the given significantly exceeds the value carried out within two years, but no earlier than the date of insolvency, according to over-indebtedness;
4. establishment of a mortgage, pledge or guarantee for private foreign debts, committed within the one-year period, but no earlier than the date of insolvency, according to over-indebtedness;
5. establishment of a mortgage, pledge or personal security for foreign obligations in favour of the lender, which is related to the debtor, committed within two years;
6. a deal that harms the creditors, in which the country is related with the debtor carried out within two years.
(2) paragraph 1 shall apply also to acts and transactions made by the debtor in the period between the filing of the application under art. 625, and the date of the decision to open insolvency proceedings.
(3) the invalidity of this article shall not affect the rights which third parties in good faith acquired for valuable consideration before the entry of the application. In these cases shall apply accordingly to art. 646, para. 8. "
§ 10. Article 649 is amended as follows:
"Lodgement of claim otmenitelen
Art. 649. (1) a claim under art. 645, 646 and 647 of this Act and in art. 135 of the law on obligations and contracts relating to insolvency proceedings, may be brought by the trustee and, when his omission – each lender of insolvency, within one year of the opening of proceedings, respectively, from the moment of the announcement of the decision under art. 632, para. 2. If the interception is made after the date of the decision to open insolvency proceedings, the period runs from carrying out the interception.
(2) in the cases referred to in para. 1 the administrator, respectively, the creditor can assert claims and contingent of those condemnable actions for completion of the bankruptcy estate.
(3) when the request is taken by a creditor, the Court officially constituted the official receiver such as s″iŝec. When brought by a creditor claim under para. 1 another creditor is not entitled to claim the same claim, but you can marry as s″iŝec not later than the first trial session.
(4) in proceedings for a declaration of invalidity of a transaction or action, the presumption under art. 135, para. 2 of the law on obligations and contracts shall apply to all affiliates.
(5) a claim under para. 1 be brought before the Court in the Bankruptcy Act. The final decision shall have effect for the debtor, the insolvency administrator and the creditors.
(6) in proceedings for claims under para. 1 State fees for all instances are not imported in advance. If the action be respected, the following are State fees are collected by the convict, and if the claim is rejected, State fees are collected from the bankruptcy estate. "
§ 11. In the additional provisions § 1 (d) shall be established:
"§ 1 (d)." A public entity "within the meaning of this law shall be any person under art. 7 of the law on public procurement. "
§ 12. This law introduces the requirements of Directive 2011/7/EC of the European Parliament and of the Council of 16 February 2011 on combating late payment in commercial transactions (OJ, L 48/1 of 23 February 2011).
Transitional and final provisions
§ 13. Paragraphs 2 – 5, 11 and 16 shall not apply to contracts concluded by 15 March 2013.
§ 14. (1) Paragraph 7, § 8 on al. 2 and al. 5 – 7, § 9 and 10 shall apply to the incumbents of this law insolvency proceedings and application proceedings for completing the bankruptcy estate.
(2) within one month from the entry into force of this law the lodgement of claims under the current provisions of art. 645, para. 4, art. 646, para. 2, paragraphs 1 and 3, art. 647 and 649 in which the proceedings are pending may be withdrawn without the consent of the defendants, regardless of the phase of the proceedings.
§ 15. Brought up to the entry into force of this Act under art. 646, para. 2, item 2 and 4 shall be decided by the outgoing line.
§ 16. In the medial institutions Act (promulgated, SG. 62 of 1999; amend., SG. 88 and 113 of 1999; Corr. 114/1999; amend., SG. 36, 65 and 108 of 2000; Decision of the Constitutional Court No. 11 of 2001 – issue 51 of 2001; amend., SG. 28 and 62 of 2002, no. 83, 102 and 114 from 2003. , PC. 70 by 2004, PCs. 46, 76, 85, 88, and 105 by 2005, issue. 30, 34, 59, 80 and 105, 2006, issue. 31, 53 and 59 since 2007, PCs. 110. Since 2008, PCs. 36, 41, 99 and 101 of 2009, PCs. 38, 59, 98 and 100 by 2010, PC. 45 and 60 by 2011, issue. 54, 60 and 102 from 2012 and St. 15 of 2013) in art. 3 make the following amendments and supplements: 1. a new paragraph. 5:
"(5) tissue establishments under art. 5, al. 1 and State medical institutions – commercial companies make payments in transactions in the Al. 4 within 60 days from the day of receipt of an invoice or another invitation for payment. "
2. The current paragraph. 5 it al. 6.
The law was adopted by 41-Otto National Assembly on 20 February 2013 and is stamped with the official seal of the National Assembly.
President of the National Assembly Tsetska Tsacheva: