I. Redomiciliation
Redomiciliation is now possible under the procedure of Art. 265t et seq. of the Commerce Act.
A redomiciliation is carried out when a company with registered office in Republic of Bulgaria (the transforming company) transfers its registered office and adopts the legal form of a company that was established in accordance with the legislation of another Member State, has its registered office, central administration or principal place of business in another Member State and is of a type specified in Annex II of Directive (EU) 2017/1132 (the transformed company).
The process is also applicable for a company established under the law of another Member State (converting company), which moves its registered office to the Republic of Bulgaria and changes its legal form into a capital company (converted company), with the respective consequences of the conversion.
A redomiciliation cannot be carried out when:
- any of the companies participating in the redomiciliation is registered office outside the European Union or the European Economic Area;
- the law of the Member State applicable to any of the companies involved in the redomiciliation does not allow such a conversion;
- any of the companies involved in the redomiciliation is an open-ended investment company;
- the restructuring tools, powers and mechanisms, as well as crisis resolution measures provided for in Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014, apply to the converting company. establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU and Regulations (EU) No 1093/2010 and (EU) No 648/2012 of the European Parliament and of the Council.
II. Expedited liquidation proceedings
Traders who meet six conditions can conduct expedited liquidation proceedings, without the multiple applications to various authorities, in a shorter time for the creditors to be satisfied.
According to Art. 274a. expedited liquidation proceedings of a company are conducted when the company is terminated by a decision of the general meeting and/or consent of the shareholders. For this, a decision to conduct expedited proceedings is also required, which is taken by the general meeting, when the company:
- has not carried out any activity or has terminated its activity more than 12 months ago;
- has not hired employees or has terminated its employment relationship with them more than 12 months ago;
- has not been registered under the Value Added Tax Act or has terminated its registration more than 12 months ago;
- has no outstanding liabilities to the state and municipalities;
- there is no pending procedure for establishing tax liabilities and obligations for mandatory social security contributions, to which the National Revenue Agency is a party;
- is not a defendant in court proceedings, a debtor in enforcement or order proceedings or no enforcement has been initiated against it under the Special Pledges Act or the Financial Collateral Contracts Act.
The company’s assets are distributed only when three months have passed from the day of the announcement of the invitation to the creditors in the trade register.
III. Branch of a foreign entity
The latest amendments to the Commercial Act, concerning a branch of a foreign entity, introduce the requirement to submit a copy of each annual financial statement of the foreign entity to the register after it has been entered or submitted in accordance with the legislation of the country where it is registered, except when data on this have been obtained through the system for interconnection of registers of the Member States.
The entry of certain data on the foreign entity may also be carried out ex officio on the basis of a notification from the register of another Member State in which the foreign person is entered, obtained through the system for interconnection of registers of the Member States.
IV. Capital and shares in accordance with the amendments to the Law on the Introduction of the Euro in the Republic of Bulgaria
In view of the upcoming changes and the introduction of the euro, Article 117 of the Commercial Act is amended.
The capital of a limited liability company cannot be less than 1 euro. It consists of the shares of the partners, which cannot be less than one euro cent.
