Changes in the Bulgarian Commerce Act 2017

Commercial Act Bulgaria

Significant changes in Bulgarian Commerce Act were adopted at the end of 2016, valid in the current year. We present below a summary of the most significant changes introduced with the present Act.

Validity form of certain documents is getting stricter

In addition to the current requirements for notary certified signatures on contracts for the transfer of commercial enterprise and contracts for the transfer of shares, a new requirement for additional notary authentication of the content of such contracts is introduced.

The same validity form will be required for the decisions of shareholders of limited liability companies for acceptance and exclusion of shareholders, increase and decrease of company’s capital, shares transfer to a new shareholder, appointment of company manager, acquisition and disposal of real estate and property rights thereto.

The requirement for such a form of validity will not be applicable if the respective Articles of Association/ Memorandum of incorporation explicitly provide simple written validity form for those decisions.

Amendments in the bankruptcy proceedings

Insolvent will be considered any trader that before filing an application for bankruptcy proceedings has not filed in the Commercial Register its annual financial statements for the last three years.

Stabilization proceedings of merchant/ company

The proceedings will apply to merchants/ companies which are not insolvent but are in a state of imminent danger of insolvency.

We advise our clients before undertaking any structural changes to their companies in Bulgaria to consult with us first.

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