The anticipated changes to the Commercial Register Act are here. The changes concerning company liquidation of non-re-registered companies in Bulgaria are in force as from its promulgation in Stage Gazette.
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If you have failed to re-register your company by end of 2011 and you don’t want to lose your property and end up with outstanding debt to the Bulgarian government then do something about it now!!I have translated it as best as I can with Google below.
Law amending the Law on the Commercial Register ORDINANCE № 418
Pursuant to Art. 98, § 4 of the Constitution of the Republic of Bulgaria
Stating:
To be published in the "
Official Gazette"
Act amending the Commercial Register Act, adopted by the National Assembly of HLI November 30, 2012
Released in Sofia on December 7, 2012
President of the Republic: Rosen Plevneliev
State seal.
Justice Minister Diana Kovacheva
LAW
amending the Law on the Commercial Register Act (promulgated, SG. 34 of 2006, as amended. No.. 80 and 105 of 2006 pieces. 53, 59 and 104 of 2007 pieces. 50 and 94 of 2008, issue. 44 of 2009 pcs. 101 of 2010, issue. 34, 105 and 2011 pc. 25 and 38 of 2012)
§ 1. In art. 16 para. 3 is amended as follows:
"
(3) submitted by the applicant under paragraph written documents. One held by the agency for a period of 10 years from the date of registration, cancellation or declaration. After the expiration of the 10-year retention period, they may be destroyed if not subject to transfer to the National Archives. Procedure and method of storage and disposal are determined by the Executive Director. "
§ 2. In § 1 of the Supplementary Provision 4 shall be repealed.
§ 3. In the transitional and final provisions make the following amendments:
1. In § 5:
a) in para. 2, second sentence, after the words "
enforcement proceedings"
insert "
unless the request to open insolvency proceedings';
b) paragraph 4 shall be deleted;
c) in para. 5, first sentence, finally, the words "
(List № 3)"
shall be deleted;
d) paragraph 6 is repealed.
2. In § 5a:
a) paragraph 1 is amended as follows:
"
(1) An application for a dealer liquidation under § 5 para. 2 may be filed in the Commercial Register within 31 January 2015 The application cites liquidator and the liquidation period. "
b) new paragraph. 2-7:
"
(2) An application under par. May submit one person who is a partner, shareholder, member co-operative or their successor, board member of the not re-merchant, trader, which is not re-member company or cooperative lender to not re-merchant, a creditor of a partner in not re-trade company, public authorities and local government. As a shareholder or member of cooperation established by a written declaration of the creditor and the quality is proved by an act of establishing public decision issued by a competent authority in an act of art. 404 and Art. 417, section 1-8 of the Code of Civil Procedure or by certified bailiff instituted enforcement proceedings.
(3) A person under par. 2 may apply and after the period under. 1, where at January 31, 2015 between him and the trader has not re a pending court or arbitration proceedings.
(4) Persons under par. 2 can be said in the commercial register entry of circumstances not re liquidation of commercial companies and cooperatives, which at 31 December 2011 are in liquidation.
(5) If filed more than one application for a liquidation, they combine for a total consideration.
(6) Based on the application of para. One agency required by the court of not re-registered trader standing certificate containing the latest data entered circumstances and copies of current at 31 December 2011 constitution or charter association. Court registration of the agency sends electronic copies of relevant documents signed with electronic signature under the terms and conditions of the Electronic Document and Electronic Signature Act and the agency provides immediate access for taking digital images of the numbered company case the trader. Conversion into electronic form shall be made jointly by officers of the court and the agency. Employee of the agency certifies the identity of the signature scanned paper documents the company file the documents in electronic form.
(7) The circumstances under liquidation is entered in the commercial register after re-registration of the merchant. "
c) the previous paragraph. 2 becomes paragraph. 8 and the words "
paragraph. 1 "
is replaced by"
paragraph. 7 "
;
d) the previous paragraph. 3 and 4 shall become paragraph. 9 and 10;
e) the previous paragraph. 5 is paragraphs. 11 and the words "
in this case, the agency requires the district court at the last dealer registration certificate of good standing and a copy of the current corporate bylaws or statutes dealer"
is replaced by "
apply the order under par. 6 "
.
3. In § 5b:
a) paragraphs 1 and 2 shall be repealed;
b) paragraphs 3 to 7 shall be amended as follows:
"
(3) The liquidator of a trader not re-appoint the person or persons entitled to represent according entry in the court register. Liquidators are deemed notified of the appointment by entry in the Commercial Register. In these cases do not require a notarized consent form signature.
(4) Where the person under par. 3 is unable to perform the functions of a liquidator or not registered representative, a liquidator is appointed the person named in the application of § 5a al. 1. The applicant shall submit a notarized consent form signed by a person designated as liquidator. When more applications are filed for the liquidators may be appointed two or more persons who together constitute the offer. If the application is specified person liquidator, liquidator is determined by the official registration.
(5) The expenses of liquidation shall be borne by the trader. If the trader does not have the means, the applicant liquidation provides a means of liquidation, including the payment of the remuneration of the liquidator. For applications submitted more funds are provided by the applicants equally.
(6) When the liquidation costs are provided by a person applying for liquidation, the same shall be returned after the sale of the property prior to other creditors meeting.
(7) The remuneration of the liquidator is paid after leaving the service in the amount and in the manner determined by the ordinance under Art. 31. "
c) in para. 8, the words "
from the date of entry of the liquidator, but not later than January 31, 2017"
shall be deleted;
d) Paragraphs 9 and 10 are amended as follows:
"
(9) for the liquidation period may be extended based on a reasoned proposal by the liquidator or by the person under § 5a al. 2.
(10) The person seeking the liquidation of the trader can make a request to the official registration of the replacement appointed liquidator if he does not perform his duties or his actions jeopardize the interests of the trader or creditor. Request to replace appointed liquidator can make another person under § 5a al. 2 Art. 266, para. 4 of the Commerce Act. "
e) paragraphs 11 and 12 shall be repealed;
f) paragraph 14 shall be repealed;
g) in par. 15, second sentence, the words "
§ 5 para. 4 "
is replaced by"
§ 5a al. 1 "
.
4. Paragraph 5c is amended as follows:
"
§ 5c. (1) Where an application for commencement of enforcement proceedings, that party is a merchant under § 5 para. 2, the bailiff issue a certificate of the claimant commenced its implementation and indicates to apply for liquidation.
(2) If the wound is not registered within two months after receipt of instructions al. 1, the enforcement procedure stops. Suspended enforcement proceedings shall be resumed at the request of the party or ex officio by the bailiff after the entry of the liquidation.
(3) Bankruptcy proceedings can be opened and trader in § 5 para. 2. In these cases, the bankruptcy court to order a re-registration service.
(4) Where no insolvency proceedings under par. 3, the court sent the enacted act of agency for official registration of liquidation in the Commercial Register. "
5. In § 5d:
a) paragraph 2 shall be amended as follows:
"
(2) The company's share automatically terminated and deleted sole traders and branches of foreign traders and company files of terminated under § 5 para. 2 and not re companies and cooperatives are archived and stored in the appropriate court in the last registration. They are destroyed within the prescribed period, but not earlier than January 1, 2017 - for sole traders and branches of foreign traders in § 5 para. 1 and no earlier than February 1, 2022 - for not re companies and cooperatives under § 5 para. 2. The court of last registration provides access to archived corporate affairs and corporate records of the courts and issue copies of documents contained in them on not re companies and cooperatives and automatically deleted sole traders and branches of foreign traders. "
b) paragraph 3 shall be deleted;
c) paragraphs 4 and 5 shall be amended as follows:
"
(4) Companies and cooperatives discontinued operations, which on January 31, 2017 have not been re are considered lost.
(5) Where a trader al. 4 is detected estate persons under § 5a al. 2 may apply for liquidation and thereafter in accordance with Art. 273, para. 2 of the Law, but not later than 31 December 2022 "
6. In § 5e words "
§ 5a - 5d"
is replaced by "
§ 5a and 5b."
Final provisions
§ 4. In art. 77 of the Tax Procedure Code (promulgated, SG. 105 of 2005, as amended. Issue. 30, 33, 34, 59, 63, 73, 80, 82, 86, 95 and 105 of 2006 No.. 46, 52, 53, 57, 59, 108 and 109 of 2007 pieces. 36, 69 and 98 of 2008, issue. 12, 32, 41 and 93 of 2009 pcs. 15th , 94, 98, 100 and 101 of 2010 pieces. 14, 31, 77 and 99 of 2011, issue. 26, 38, 40, 82 and 94 of 2012), para. 1 is amended as follows:
"
(1) In case of deletion of the sole proprietor of the trade register, when a legal person - trader transferring business of art. 15 of the Commercial Code, under the transformation of the Commercial Law as well as an application for liquidation under § 5a al. 1 of the Transitional and Final Provisions of the Commercial Register trader or applicant shall notify the territorial directorate of the National Revenue Agency, at the headquarters of the merchant prior to submission of the application for registration of the underlying circumstances of the recording. Territorial Directorate of the National Revenue Agency issued the trader or the applicant a certificate of notification within 60 days of receipt of the notification. "
§ 5. In art. 536 of the Civil Procedure Code (promulgated, SG. 59 of 2007, as amended. No.. 50 2008, № 3 Decision of the Constitutional Court of 2008 - No.. 63 of 2008, amended . No.. 69, 2008, issue. 12, 19, 32 and 42 of 2009, № 4 Decision of the Constitutional Court of 2009 - No.. 47 of 2009, as amended. No.. 82 2009 pcs. 13th and 100 in 2010, Decision № 15 of the Constitutional Court of 2010 - No.. 5 of 2011, as amended. No.. 45 and 49 of 2012) a new paragraph. 3:
"
(3) non-contentious proceedings under par. 1 shall be suspended if the conditions for issuing the requested act in the case of art. 19, para. 5 of the Commercial Register. The court's order to stop subject to appeal under Chapter twenty-first. "
§ 6. Ordinance under Art. 31 is brought into compliance with this law within one month of its entry into force.
The law was passed by the 41 th National Assembly on November 30, 2012 and stamped with the official seal of the National Assembly.
President of the National Assembly: Tsacheva
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