18 January 2017
New important rules in the Bulgarian Commercial Act, effective as from the beginning of 2017 introduce requirements for notary certification of signatures and contents of the following documents:
1. Agreements for transfers of shares in limited liability companies and for transfers of the whole enterprise (all assets and liabilities of the company).
Previously only the signatures of the parties of these two agreements had to be notary certified.
2. Resolutions of the shareholders (or the sole owner) in limited liability companies for:
(i) acceptance and expulsion of shareholders and consent for share transfers to new shareholders;
(ii) capital increase and decrease;
(iii) appointment of general managers and
(iv) sale and purchase of real estate property.
Previously these resolutions could be in an ordinary written form, no notary certification was required.
The shareholders can choose to avoid notary certification of the resolutions by amending the Articles of Association, where ordinary written form should be provided for these resolutions. The amended Articles should be registered with the Commercial Register. Resolutions without notary certification will not be valid and effective and cannot be accepted by the Commercial Register, if the amended Articles are not registered beforehand.
Another important amendment concerning all merchant and companies is the new grounds for opening a bankruptcy procedure against a company – if the company has not published its Annual Financial Statements for the past 3 years with the Commercial Register.