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 Re-registering a company & Liquidation

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loopeylou
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PostSubject: Re-registering a company & Liquidation   Tue Mar 23, 2010 7:58 pm

First topic message reminder :

When we bought our house in 2007 we did not realize that BPA put our address as a shopping mall in Veliko Tornovo, We had our company moved to Shoumen in order to register our car. We have found out today that when we moved it ,it was automatically put on the company register, so we do not have to re registerd,saved us a few bob!! It might vary region to region but that is our experience in NE BG
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therowfamily
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PostSubject: Re: Re-registering a company   Mon Jan 09, 2012 9:13 am

Just got this from my lawyer

As from 01.01.2012 citizens of EU member states CAN buy land (except land with status of a forest) in person.
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Noddy
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PostSubject: Re: Re-registering a company   Mon Jan 09, 2012 4:57 pm

This is very good news but I wouldn't mind betting that each municipality will have their own dates and rules.
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itchyfeet
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PostSubject: Re: Re-registering a company   Mon Jan 09, 2012 5:46 pm

therowfamily wrote:
Just got this from my lawyer

As from 01.01.2012 citizens of EU member states CAN buy land (except land with status of a forest) in person.

At last, now we can move forward with purchasing our property.

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starlite
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PostSubject: Re: Re-registering a company   Mon Jan 09, 2012 6:48 pm

itchyfeet, you will be one of the first to go through this process, let us know how you get on. g
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PostSubject: Re: Re-registering a company   Tue Jan 10, 2012 4:23 pm

starlite wrote:
itchyfeet, you will be one of the first to go through this process, let us know how you get on. g

Yes Starlite it is a case of grabbing the bull by the horns and going for it in our case!! We very hope that the transaction goes smoothly and there are not a lot of people standing around scratching their heads and wondering what the new law means.

s s s
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oldun
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PostSubject: Re: Re-registering a company   Wed May 30, 2012 12:05 pm

In hindsight and a little off topic, how did you manage to get your builders in to do your renovation before actually buying your property in January? Did the owner agree that he would trust you and wait for the money or did you 'take the bull by the horns' and trust him or did you set up a 'preliminary contract'?
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bigsavak
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PostSubject: Re: Re-registering a company   Sat Oct 06, 2012 2:21 pm

Here is an update to the above.

Compulsory company liquidation procedure to be changed (again!)
October 03, 2012


October 2012 has come and there is no sign of the lists containing all un-reregistered companies which had to be produced by the Regional Courts of Bulgaria. The lists were necessary for initiation of the compulsory company liquidation.

As solicitors who actively work in the company law area, we have tried many times to contact the courts and have asked when the lists will be available. Normally the chairman of the court couldn’t tell us anything in particular. In other words they didn’t know or even worse - they haven’t started making the lists at all.
Bad legislation delay company liquidation of un-reregistered companies

Beginning of October 2012 our concerns seem to have come true. A bill for amendment of the Commercial Register Act [in Bulgarian] is now being discussed in the Parliament. The amendments basically remove §5 para 4 of the Act, where the term 1 October 2012 has been set. This means that the state “wipes out” the tracks of badly drawn legislation and replaces it with more sensible one. I just wonder – why now? Why the amendments were introduced after the government saw that there were no lists at all?
The new ‘improved’ procedure for company liquidation

The new regulation provides a relatively clear procedure of how company owners, directors or company creditors can initiate voluntary liquidation before the compulsory one is started automatically. The new procedure is virtually turned in the opposite direction. Instead the courts to provide the lists to the Commercial Register, now the company owners/directors would be able to ask the Register to request the company file from the court. This means that the application for voluntary liquidation has to be submitted to the Commercial Register.
Would that delay the transfer of regulated properties to shareholders’ names?

Yes, unfortunately. The bill is not yet effective and the Parliament can introduce different wording for the articles. However it is almost sure that this will come into effect early next month. As we expect creating the application blank form will take a while, so realistically we can start with the voluntary liquidation in the beginning of 2013.

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oldun
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PostSubject: Re: Re-registering a company & Liquidation   Sat Oct 06, 2012 2:55 pm

All as clear as mud! Good old Bulgaria moving the goal posts as per usual. [You must be registered and logged in to see this image.]
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Blink
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PostSubject: Re: Re-registering a company & Liquidation   Sat Oct 06, 2012 5:12 pm

Sorry oldun I must disagree with your statement about it being as clear as mud??? Mud is clearer.
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Daisy
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PostSubject: Re: Re-registering a company & Liquidation   Thu Dec 20, 2012 8:19 am

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. [You must be registered and logged in to see this link.] ... dMat=71038 s


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
11109
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GinaA
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PostSubject: Re: Re-registering a company & Liquidation   Mon Jan 14, 2013 11:00 am

Hope this is the right place for this? just got this from my Solicitor.


The new regulations in to the Commercial Register Act restrict free anonymous access to the company files, located in the online database of the Registry Agency. Together with the long anticipated mandatory liquidation amendments, the new articles impose requirements for authentication in the register.

Restricted access to company files

The new regulations in to the Commercial Register Act restrict free anonymous access to the company files, located in the online database of the Registry Agency. Together with the long anticipated mandatory liquidation amendments, the new articles impose requirements for authentication in the register.

No anonymous access to company files any more

No matter what are the reasons behind this new regulation, it surely casts some shadow over the free access to information. By free, I mean free as in “free speech,” not as in “free beer”. By now everyone could open any company file and gain access to and stay anonymous to the Register system. Only people who were submitting documents had to identify themselves. Now anyone who want to see any company documents have to identify themselves to the Register systems. The identification can be done in one of the following ways:

using an electronic certificate, issued to a person who have applied to the Registry Agency and had identified himself with an id card or passport.
using an electronic signature, issued by a certified electronic signature provider from Bulgaria or other EU member state.

Reasons for restricting access to company files

There is no official government position why the company files are now restricted. There has been some discussions on the media, suggesting that this would prevent documents fraud. This is the reason why a three days waiting term, after application is submitted, was set before any changes are made to the company files. Another suggestions is that this restriction will create obstacles for journalists who dig into company files and search for shady corporate deals (also involving government officials)
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varnagirl
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PostSubject: Re: Re-registering a company & Liquidation   Mon Jan 14, 2013 11:22 am

bit like shutting the stable door after the horse has bolted !! cant even say it will help new companies , well it will but only bulgarians as brits dont have to have one anymore

bit late for stopping property fraud ...for many !
well done Bg...on the ball as normal :Tease: Shark
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Blink
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PostSubject: Re: Re-registering a company & Liquidation   Mon Jan 14, 2013 12:26 pm

Spot on Varnagirl. Welcome to Bulgaria folks.
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scott
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PostSubject: Re: Re-registering a company & Liquidation   Tue Mar 17, 2015 8:39 am

This might help those who are thinking of doing it.

Closing down a Bulgarian company – dissolving and liquidation


The process of closing down a Bulgarian company is not an easy process but a rather complicated procedure involving numerous actions before different authorities (public bodies).

If the company was registered before the 1-st of January 2008, it should be noted that, prior to starting the process of closing it down, the company must be re-registered into the Trade Register. This is required under the new legislation for establishing of commercial companies enacted on the 1st of January 2008. According to the new law, after the 1st of January 2008 the companies are registering before a new body- the Trade Register instead of the Bulgarian court (as it was prior to this date). Therefore, as the court is no longer dealing with registration of companies and the changes in their status, in order for any action to be initiated in relation to a company, this company must first be re-registered in the Trade Register. All existing companies must be re-registered within the three years following the 1st of January 2008. If a company was registered on or after the 1st of January 2008, it is not necessary for it to be re-registered as its registration would have been made before the Trade Register under the new legislation.

When a company has been registered or re-registered before the Trade Register, there are a number of requirements which should be fulfilled for the purpose of closing it down. These requirements form the two main stages of the liquidation process of a company.


The first stage of this process is the dissolution of the company which could be initiated by passing a resolution by the shareholders for closing the company down. Such decision must be voted by a majority of 3/4 of the capital shareholders in the company and the resolution should be registered in the Trade Register. For the purpose of dissolving the company, it is also necessary for the manager of the company to notify the Tax Office of the dissolution process. The Tax office then issues a certificate under art.77 of the Tax Code certifying that the company does not have tax obligations towards the State. The above Certificate should be sent directly by the Tax Office to the Trade Register. It is also necessary for the General Assembly of the shareholders to appoint a liquidator and to determine the deadline for liquidation which could not be less then 6 months. All documents related to the above actions should be presented before the Trade Register. If they are correctly prepared, the Trade Register should change the status of the company from “active company” to a ‘company in process of liquidation”. In the case where there are missing documents or incorrectly prepared documents there is a possibility that the Trade Register will refuse publishing the above circumstance. To avoid such complications we strongly recommend that the documents for liquidation are prepared by a lawyer.

As at the time of starting the dissolution process, the company would still be in business relations with third parties and such relations could not be terminated immediately, for the duration of this process the company would still exists as a legal entity. Its commercial activity however could be stopped. Whether the company will be active during the process of its liquidation depends on the decision made by the shareholders (The General Assembly) on the General Meeting. If the shareholders decide so, during the process of its liquidation, the company would not be allowed to participate in any commercial transactions or to sign any commercial contracts. However, they could decide instead that the company shall participate in the commercial transactions. In any event this decision of the General Assembly should be published in the Trade Register.

The dissolution process should be finished within a specified deadline –a minimum of 6 months. In every individual case this deadline is specified by the shareholders in the General Assembly but it is always at least 6 months. The main goal of this time period is for the existing business relations between the company and third parties to be concluded and for the assets and shares to be divided between the shareholders.

After this deadline expires, the second stage of the liquidation process commences, The General Assembly is summoned again and the relevant legal documents for the final liquidation and deleting the company from the Trade Register are prepared. Along with the respective Protocol from the General Assembly’s meeting, the company should present before the Trade register a Certificate from the National Insurance Institute, notifying that the company has no obligations towards the National Insurance Institute ( it actually means that the national insurance of the employees has been paid by the company). The company is also obliged to present before the Trade Registry the specified in the Commercial Code accountancy documents.
Upon receipt of all documents and a satisfactory check, the Trade register would erase the company’s entry from its records.

This article was created by Valova&Angelova law firm.
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PostSubject: Re: Re-registering a company & Liquidation   Tue Mar 17, 2015 10:03 am

scott Yes it is proving to be a bit of a nightmare with many expats now wanting to sell due to cost in closing the company and of course they cannot transfer the company to the new owns as they do not wish to commit to this especially now they can buy without having to open a company.

A few years ago we considered buying a place but the owner did not close the company, her lawyer said yes we can buy it not a problem but our lawyer said the property is an asset of the company hence if she did not pay the taxes they could take the property.
Swings and roundabouts

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