Name of law a law amending the law on the commercial register of the Name Bill Bill to amend and supplement the law on the commercial register date adopted 14/04/2011 number/year Official Gazette 34/2011 Decree No 84

On the grounds of art. 98, paragraph 4 of the Constitution of the Republic of Bulgaria

I DECLARE:

To be published in the Official Gazette the law amending the law on the commercial register, adopted by the National Assembly of the HLI 14 April 2011.

Issued in Sofia on 26 April 2011.

The President of the Republic: Georgi Parvanov

Stamped with the State seal.

Minister of Justice: Margarita Popova

LAW

amending the law on the commercial register (obn., SG. 34 of 2006; amend., 80 and 105/2006, no. 53, 59 and 104 from the 2007 No. 50 and 94 since 2008, 44/2009 and no. 101 of 2010.)

§ 1. Article 2 is amended as follows:

"The Definition of art. 2. (1) the commercial register is an electronic database containing the circumstances listed under force of law, and acts announced under the law for merchants and branches of foreign traders.

(2) the acts and Circumstances under para. 1 be declared without information, representing the personal data within the meaning of the data protection act, with the exception of the information which by law are required to be declared.

(3) For the merchant and the branch of the foreign trader is kept in electronic form. In this case apply applications, documents certifying the scheduled circumstances announced acts and other documents, which may contain personal data for identification of the persons representing or managing trader. "

§ 2. Art is created. 2a:

"Principles

Art. 2. The commercial registration, record-keeping, preservation and access to the trade register are carried out in compliance with the following principles:

1. publicity;

2. promote the use of electronic document and electronic signature;

3. the application of uniform criteria on equal terms by law;

4. speed and procedural economy activity registration. "

§ 3. Article 11 shall be amended as follows:

"Publicity

Art. 11. (1) the commercial register is public. Everyone has the right to free and open access to the database constituting the trade register.

(2) the Agency provides registered access to the file of the trader.

(3) access under para. 2 may be granted in territorial units of the Agency after submission of an application and proof of identity. The person requesting access by electronic means, must be identified by means of an electronic signature or by a digital certificate issued by the Agency and, in the case of service access – by the order of the Ordinance under art. 12, al. 4. "

§ 4. In art. 12 the following modifications are made:

1. In paragraph 8. 2 the words "75 percent" shall be replaced by "50%".

2. in the Al. 4 the second sentence shall be replaced by the following: "regulations for the implementation of the access to the trade register are governed by Decree of the Council of Ministers."

§ 5. In art. 13 make the following amendments and additions:

1. In paragraph 8. 4, the words "paragraphs 1 and 2" shall be replaced by "item 1, 2 and 3".

2. in the Al. 6 creates the third sentence: "the applicant shall also submit certified copies of acts subject to Declaration in the commercial register, in which personal data except those required by law, are deleted."

§ 6. In art. 15, para. 1 make the following amendments and additions:

1. a new paragraph 2:

"2. prokurista;".

2. The former paragraph 2 and 3 shall become paragraph 3 and 4.

§ 7. In art. 17 the following amendments and supplements shall be made:

1. a new paragraph. 2:

"(2) the applications for registration and of the deletion of applications and the notification of acts shall be submitted by the public limited-liability companies and companies with only komanditnite shares electronically."

2. The current paragraph. 2 it al. 3.

§ 8. In art. 19 al. 2 and 3 are amended:

"(2) the registration officer shall decide on applications for registration and for deletion and on applications for a declaration of acts immediately after the expiry of a period of three working days of the entry into the commercial register, unless otherwise provided by law.

(3) Applications for declaration of the annual financial statements are examined in the order they entered separately from other applications. "

§ 9. In art. 22 Al is created. 4:

"(4) where an application for a dealer's registration, deletion or notification are not attached all documents required by law, or where it has not paid the State fee, the registration officer shall give instructions to the applicant to rectify the irregularity. The instructions shall be made via the merchant's batch or on the Agency's website, where an application for registration for a salesperson, not later than the next working day from receipt of the application in the trade register. The applicant can meet the guidelines and present them through sample application, determined by the Ordinance under art. 31. Official refused, if these instructions are not complied with within the time limit under art. 19, para. 2. "

§ 10. In art. 25, para. 5 creates the second sentence: "the Court shall send the decision together with the documents relating to the registration, cancellation or announcement."

§ 11. In § 1 of the supplementary provision creates item 4:


"4." person concerned "is a partner, shareholder, Member-cooperator, a member of the Board of Directors of the trader with terminated activity, country of incumbent judicial and enforcement cases, the trader's creditors, the creditors of the partners or of the cooperators, public authorities, local government bodies and agencies. Quality lender is evidenced by an administrative act, which entered into force the judgment, writ of execution or enforcement order for the establishment of the claim. "

§ 12. In the transitional and final provisions are made the following amendments and additions:

1. In paragraph 4:

(a)) in the Al. 11 the words "deadlines for delivery under art. 19, para. 2 and 3 are the 14-day "are replaced by" the time limit for delivery under art. 19, para. 2 is a 14-day ";

(b)) paragraph 13 shall be replaced by the following:

"(13) to the pre-registration under para. 2 and 3 and on request within the period under paragraph 1. 1, the Court shall issue a registration certificate of good standing. "

2. paragraph 5 shall be amended as follows:

„§ 5. (1) a sole proprietorship and the branches of foreign traders, for which registration is not requested within the time limit under § 4 para. 1 shall be deemed to be deleted from 1 January 2012, the registration Court backs up their business affairs.

(2) activities of commercial companies and cooperatives, for which no request for re-registration within the time limit under § 4 para. 1 shall cease on 1 January 2012. Commercial companies and cooperatives which are not is preregistrirali within the time limit under § 4 para. 1, are not allowed to carry out commercial activity, to claim and to submit applications for the initiation of enforcement procedures, to carry out transactions with the conclusion of his property, except to pay amounts due to employees, as well as to carry out translations of amounts for the discharge of public duties. Expenditure incurred after 31 December 2011 conclusion of transactions with the property of commercial companies and cooperatives with a terminated activity are null and void.

(3) the legal representatives of commercial companies and cooperatives with a suspended activity from 1 January 2012 can only adopt the statements of intention referred to these merchants.

(4) the Court of the last registration of commercial companies and cooperatives by 1 October 2012, shall draw up and forward to the Agency a list of sole proprietorship and the branches of foreign traders, for which registration is not requested within the time limit of § 4 para. 1 (list no. 1) and a list of commercial companies and cooperatives, which re-registration is not requested within the same period (list no. 2), indicating the number of the case, the name, seat and address of management, legal representative name and BULSTAT code supplied to the Court by the Agency.

(5) no later than 1 June 2012. the Agency shall draw up a list of applicants within the time limit under § 4 para. 1, but refused re-registration (list n ° 3). If the waiver is cancelled, the Agency officially re-registered as a trader, which is reflected immediately in the list.

(6) with the announcement of the lists referred to in para. 4 and 5 of the Agency's website State offices, courts, banks, creditors and the National Revenue Agency shall be considered as notified and do not require notification under art. 77, para. 1 of the tax-insurance procedure code. "

3. § 5 shall be a-5 (e):

"§ 5a. By 31 January 2015, on the basis of the published lists under § 5, para. 4 and 5, any interested person may submit to the Court by the last registration application for re-registration and Declaration of liquidation of the company and a cooperative under § 5, para. 2, fixing the liquidator and the liquidation period for determining the remuneration of the liquidator, as well as for the determination of the amounts needed for the opening of winding-up proceedings.

§ 5 (b). (1) the Court shall send to the Agency's registration certificate in electronic form, signed with an electronic signature under the conditions and pursuant to the electronic document and electronic signature law, as well as an electronic copy of the current at 31 December 2007, the articles of incorporation, company contract or statute.

(2) the Agency shall re-register the trader entered liquidation, appoints a liquidator and enter.

(3) The liquidators of companies and cooperatives, for which registration has been requested and the opening of winding-up proceedings shall appoint the persons registered as their representing in the relevant registers of the Court of registration. The liquidators shall be presumed notified for the appointment with the entry in the commercial register. In these cases do not apply the requirements of art. 266, para. 3 of the commercial code for the submission of the notarized consent Declaration and a sample of their signature.

(4) where there is no established representing, for the liquidator is appointed the person referred to by the person concerned, or the person concerned when it is requested with the application. The application shall be accompanied by the consent Declaration and signature of the person specified for the liquidator. Where applications are submitted for more than one person, the liquidators may be assigned two or more persons together constitute the merchant.

(5) the costs of winding-up proceedings are for the account of the merchant. When the dealer does not have the resources needed to carry out the liquidation, including the remuneration of the liquidator, the person concerned provides its own funds to carry out the winding up, including the remuneration of the liquidator to pay.


(6) when the cost of the opening of winding-up proceedings and for its implementation is provided by the person concerned, requesting registration and winding-up of the trader, such costs shall be refunded to him in full immediately after cashing in on the property before proceeding to the satisfaction of the other creditors.

(7) the liquidator shall: 1. within one month of its registration to invite the creditors of the company to lodge their claims, to draw up and submit to the Agency a notification batch of the company starting liquidation balance at the time of winding up of the company, as well as instructional to report the balance of opinion on the need for the filing of the application to the Court for a declaration of bankruptcy the trader bankrupt;

2. to provide the requested information in a timely manner by the lenders.

(8) the liquidation is completed within one year from the date of registration of the liquidator, but no later than 31 January 2017.

(9) when established by the liquidator or creditors need the one-year time limit for liquidation may be extended on the basis of a reasoned proposal by the liquidator, or at the request of the person concerned before the registration officer shall, when requested by it to ensure readiness of the costs of the winding up, including the remuneration of the liquidator.

(10) the person concerned, submitted an application for re-registration of the trader may make a request to the registration officer for the replacement of assignments vidator lik, if he does not fulfil his obligations or with your actions endanger the interests of the dealer or lenders.

(11) when you are satisfied the creditors and the balance of the estate is distributed or where it is established that the company has no property, the liquidator shall submit an application form to the registration officer with a request for deletion of the trader.

(12) where it is established that the trader has no property but there are debts, the liquidator shall petition the Court opening of insolvency proceedings.

(13) the liquidator shall be liable to payment of compensation for the transactions and actions damaging the trader or his creditors.

(14) the liquidator shall be responsible for the obligations of the seller relating to the winding-up proceedings.

(15) errors and omissions made by the Court of registration entries or announcements on the business case of the trader and neotstraneni before his registration shall be removed from the Court by registration pursuant to this Act on the basis of an application by a person under art. 15, para. 1 which indicates the error or incompleteness and submit relevant documents justifying the removal. Court registration removes errors and incompleteness and issue a new certificate under § 4 para. 2 or 3 within the time limit under § 5, para. 4. State fee for the issue of a certificate in this case is not due.

§ 5 in. (1) in the case of pending on 1 January 2012, judicial or enforcement proceedings, in which the party is a merchant under § 5, para. 2 the Court/the bailiff stops production and instructs the claimant/creditor to request his and/or that of defendant/debtor's re-registration and liquidation, and a period of time not exceeding the period under § 5, para. 4. Failure of the guidelines given within the prescribed period, the court bailiff/terminates the proceedings in the case.

(2) the order under paragraph 1. 1 shall also apply to the Court of cassation proceedings and welded, as the consequences of acts is unnerving.

§ 5 d. (1) the Court of the final registration of the salesperson provides the right for everyone to review the trade register on the nepreregistriranite traders and the documents on the basis of the carried out entries and issue copies of documents on company files, as well as a certificate reflecting the status of the trader to 1 January 2012.

(2) the company's share of suspended and officially deleted branches of sole proprietors and foreign traders, as well as the company's share of the suspended and officially preregistriranite commercial companies and cooperatives are archived and stored in the appropriate court in the last registration. If necessary, the Court shall issue certified photocopies of those in company files documents and certificates for re-registration and Declaration of liquidation. The Court of the last registration provides access to archived corporate matters and corporate records of courts and issue copies of the documents contained in them.

(3) the Agency officially removed clerical errors in the published lists under § 5, para. 4 and 5 on the basis of the results of the electronic documents registration, as well as in cases of manifest factual or technical admitted errors in the entries. Court of registration of nepreregistriranite merchants removed on the basis of an application filed by them admitted mistakes in connection with registration of the declared circumstances or acts announced.

(4) After January 31, 2017, the Agency officially deleted commercial companies and cooperatives:

1. for which re-registration is not requested and announcing in liquidation;

2. in order that the liquidation was not completed due to the omission of the liquidator and/or of the person concerned;

3. where no insolvency proceedings have been instituted.

(5) the Agency Announces the list of deleted commercial companies and cooperatives to your email page.


§ 5 e. For matters not covered in § 5a-5 d cases on carrying out the liquidation of the caretaker preregistriranite traders shall apply mutatis mutandis the provisions of Chapter Seventeen "Liquidation" of the commercial law. "

Transitional and final provisions

§ 13. In the commercial law (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 No. 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 and PC. 14 and 18 of 2011.) make the following changes and additions:

1. In art. 7 create al. 4 and 5: "(4) any trader has a right to bring an action to establish bad faith statement or using the company to terminate the use of the company reducing free riding and for damages when the company is identical with, or similar to the earlier registered company.

(5) the company may not be identical or similar to the protected trademark, unless the dealer has rights over it. "

2. In art. 115 Finally, item 4 shall be added: ' when establishment has not been paid the entire amount of capital in the Treaty shall determine the terms and conditions of importation; the time limit for payment of the entire amount of capital may not be longer than two years from the registration of the company, respectively, of the capital increase. "

3. In art. 119:

(a)) in the Al. 1:

AA) in paragraph 1, after the word "contract" is added "who is declared";

BB) item 5 shall be inserted:

"5. in the event that the company is registered with the capital, higher than the minimum established by law – to be imported at least 70 percent of the capital.";

(b)) in the Al. 4, after the words "submit" is added "announcement".

4. In art. 174 para. 4 shall be amended as follows:

"(4) the statutes shall be submitted to the commercial register and is announced. In the amendment of the articles of Association into the commercial register shall submit a copy of the notification statutes as amended to date, certified by the person or persons representing the company. "

5. In art. 235, para. 4, after the words "any third party" be added "and are not subject to entry in the commercial register.

6. In art. 268 Al is created. 4:

"(4) the liquidator is obliged to carry out his duties with the care of a good businessman."

§ 14. In the accounting Act (promulgated, SG. Since 2001, 98; amend., SG. 91 of 2002, no. 96 of 2004 No. 102 and 105 by 2005, issue 33, 63, 105 and 108 of 2006; 57/2007; 50/69 and 106 since 2008, 95/2009, 94/2010 and 19/2011) the following amendments and supplements shall be made : 1. In art. 40:

a) paragraph 1 shall be amended as follows:

"(1) the companies publish their annual financial statements and consolidated financial statements, the annual report and the consolidated annual report, adopted by the general meeting of shareholders or by the appropriate authority as follows: (1) upon application and submission of a declaration published in the commercial register: a) sole proprietorship – no later than 31 May of the following year;

b) limited liability companies – by 30 June of the following year;

in all other traders) within the meaning of the commercial code – by 31 July of the following year;

2. upon application for registration and grant in the central register of the Ministry of Justice, under the conditions and pursuant to the law of non-profit legal entities published non-profit legal entities established to carry out the public benefit – by 30 June of the following year;

3. by economic Edition or Internet publish other enterprises – by 30 June of the following year. ";

(b)) in the Al. 8, after the words "budget-funded enterprises ' added ' ednoličnite traders whose annual financial reports are not subject to mandatory independent financial audit".

2. In art. 47, para. the words "of the 1500" shall be replaced by ' 500 ' and the words ' 2000 "shall be replaced by ' 500 '.

3. In paragraph 9 (a) of the transitional and final provisions establishes al. 6:

"(6) sole proprietorship, which are re-registered in 2011, do not apply the Al. 1 and 2 in respect of the acts for those years for which the annual financial report of the sole trader is not subject to mandatory independent financial audit. "

§ 15. Regulations in application of law shall comply with this Act within the time of its entry into force.

§ 16. The law shall enter into force on 1 January 2012, with the exception of § 11, § 12, paragraph 1, point (b), § 13 and 14, which shall enter into force within three days from the date of its promulgation in the State Gazette.

The law was adopted by 41-Otto National sat Rainier, 14 April 2011 and is stamped with the official seal of the National Assembly.

President of the National Assembly Tsetska Tsacheva:

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