Dimov&Tashev Law Firm

January 03, 2011 | New requirements towards shareholders in Joint stock companies

According to the recent legislative changes (SG - 101/2010), additional requirements have been instituted towards identification and individualization of all shareholders in a joint stock company pertaining to acquisition of registered shares, promulgation of the company's financial statements or transfer of registered shares by means of endorsement.


The main amendments refer to Article 179 of the Commercial act which regulates the institute of the shareholders book in a Joint stock company. A new obligation for the joint stock company has been introduced into the said provision, whereby each change in the ownership of registered shares or the interim share certificates is subject to registration with the shareholders book within 7 days as of submission of the relevant documents required under the laws and the company's statute. An up-to-date list of shareholders should be promulgated upon each new registration with the commercial register. Further, share transfer will take effect towards the company only if endorsement has been duly registered with the shareholders book. Failure to comply with the newly introduced provision would result in imposition of an administrative sanction - i.e. a fine ranging between BGN 500 to 1000. All shareholders, whose registered shares have not been registered with the shareholders book of the company yet, are obligated to require such registration within three months as of entering in full force and effect of the said amendment in the Commercial act.