Dimov&Tashev Law Firm

April 11, 2012 | Recent Changes in the Commercial Register Act

On March 14th, 2012 the Act for amendment and supplement of the Commercial Register Act (AASCRA) has been adopted (promulgated SG - 25/2012). The AASCRA introduces some new principles aimed at facilitating and expediting registration procedures with the commercial register and also provides for explicit regulation of issues about re-registration of existing and not re-registered traders.

 

A newly introduced (effective from 1 June 2012) Para 5 of Article 22 of the Commercial Register Act (CRA) provides for the registration officer (registrar), in case when the relevant application for registration is not accompanied by all documents required by law, or in case when the state fee is not paid, to instruct the applicant to remove the irregularity, but not to impose a refusal in accordance with the current legal regime.

The instructions for removal of irregularities should be announced as per the trader's electronic batch with the commercial register and, when an application is submitted with the register, the registrar's instructions should be announced on the Registry agency's website not later than the next business day following the day of receipt of the application in concern. In this case the applicant may follow the registrar's instructions and submit the required documents by submitting an application form specified in the Ordinance under Article 31 CRA. Provided that these instructions are not met within three working days of submission thereof the registrar will impose a refusal on the application, thus cancelling the entire registration process.

 

In connection with an existing gap in the CRA about the status of traders having requested re-registration within the period under § 4, Para 1 TFP of a CRA (i.e. by 31 December, 2011) who have been given a refusal by means of a registrar's act in force and effect, these traders have been given the status of traders who have not requested re-registration. The traders and branches of foreign traders who have been given a definitive refusal for re-registration are considered deleted with effect from 1 January, 2012, whereas the courts of registration are supposed to archive their company file. The activity of commercial entities and cooperatives that have been given a definitive refusal for re-registration shall be considered terminated with effect from 1 January, 2012. Therefore, the legal representatives of commercial entities and cooperatives with terminated activity from 1 January, 2012 may submit an application for declaring them insolvent.

 

Pursuant to the changes in § 5a of the Transitional and Final Provisions (TFP) of the CRA, not only any interested person but the legal representative of the trader under § 5, Para 2 TFP of the CRA may also submit to the court of last registration an application for re-registration and declaration of liquidation of the commercial entity and cooperative under § 5, Para 2 TFP of the CRA, for appointment of a liquidator and a liquidation period, for determining the remuneration of the liquidator, as well as determining the amounts required with respect to liquidation.

 

The newly introduced paragraphs 2, 3, 4 and 5 of § 5a TFP of the CRA regulate issues about the company name, the branches and UIC of the commercial entities and cooperatives re-registered pursuant to § 5a TFP of the CRA. Upon re-registration the trader uses its current company name. Concurrent with re-registration of the trader, a re-registration of all its branches is accomplished, too. Upon re-registration traders are excluded from BULSTAT register and their unique BULSTAT code is converted into Unified Identification Code (UIC) of the trader.