четвъртък, 20 януари 2011 г.

Re-registration of companies

Under § 4 of the Transitional and Final provisions of the Commercial Register Act, effective as of January 1, 2008, traders and branches of foreign traders entered in the respective Registers within district courts are subject to re-registration in the Registry Agency not later than January 1st, 2011.
No re-registration state fee shall be charged.

Traders that do not file a re-registration application form shall cease its activity and shall be subject to liquidation.
Detailed regulation of the re-registration procedure is provided in the following provisions of the Commercial Register Act.

§ 4 Amended, SG No. 105/2006, No. 50/2008) (1) Traders and branches of foreign traders entered in the Commercial Register and the Corporations Register within district courts are subject to re-registration under this Act within three years of the enforcement thereof. No re-registrations state fee shall be charged.
(2) The re-registration referred to in Paragraph (1) shall be effected by entry into the Commercial Register of the trader or the branch of the foreign trader, as well as the respective circumstances thereof on the basis of the application form from the trader or the manager of the branch of foreign trader, respectively, as well as a certificate reflecting the current status of its registration, wherein the court shall quote the BULSTAT code of the trader or the branch of foreign trader, respectively, which shall be issued upon the enforcement date of the Act and shall contain exhaustive data about the entered up-to-date circumstances. In the cases of pending proceedings under § 6, such certificates shall be issued upon completion of the entry by the court. Companies and cooperatives shall also submit Articles of Incorporation or Statutes in effect as of 31 December 2007, certified by their management body.
(3) Re-registration under Paragraph (1) shall be also conducted on the basis of an act of court, of another state authority or of private enforcement agent, or on the basis of a statement by an interested party, authorized by law to request entry, expungement or disclosure under the batch of a trader in the Commercial Register. In this case the Agency shall require the district court governing the registration of the trader or of the foreign trader branch, respectively, for which entry, expungement or disclosure is requested, to issue a certificate, reflecting the current status, containing exhaustive data about the entered up-to-date circumstances, as well as a copy of the up-to-date Articles of Incorporation or Statutes of the trader. Upon re-registration under this procedure of a trader having branches, the Agency shall require the court, where the seat of each branch has been registered, to issue a certificate of current status of the branch and provide company’s files for scanning the documents relevant to the entry of the circumstances concerning the respective branch.
(4) The court in which the registration has been made shall issue certificates referred to in Paragraphs (2) and (3) within three days from the date of the request. No state fee for one-time certificate issue shall be charged.
(5) In the cases referred to in Paragraphs (2) and (3), the court shall immediately grant the Agency access to scan the entire company file. The scanning shall be conducted jointly by a court official and a representative of the Agency. The official of the Agency shall certify that the scanned paper documents from the company file are identical to the documents in electronic form, by affixing an electronic signature. After the electronic copy of the company file has been processed and entered into the Commercial Register by the Agency, the court shall archive the company file.
(6) Within the time limit referred to in Paragraph (1), check-ups and certificates of the documents on the basis of which the entries, expungements or disclosures of re-registered traders or branches of foreign traders, made prior to the re-registration, shall be issued by the Agency within 14 days from the date of the request.
(7) (Effective 1.01.2008, SG No. 50/2008) Upon re-registration under paragraph (1), traders shall be entered in the Commercial Register with the business names they had prior to re-registration.
(8) An application for entry of a new circumstance, expungement or disclosure may be filed simultaneously with the re-registration application, except for the cases where a transformation of a commercial company, or cooperative restructuring, or commercial company transfer is made. The respective state fee shall be charged for the entry of circumstances or disclosure of acts.
(9) Along with the re-registration of a trader, all branches of the said trader shall be re-registered as well. In such cases, the trader shall submit a certificate of current status for re-registration of each branch, issued by the respective district court where its seat has been registered and attached to the application.
(10) Upon re-registration traders and branches of foreign traders shall be excluded from the BULSTAT Register and the BULSTAT code shall become SIC of the trader.
(11) Within the re-registration timeline referred to in Paragraph (1), the term for pronouncement under Article 19, Paragraphs (2) and (3) shall be 14 days.
(12) Within the timeline referred to in Paragraph (1), the district courts shall ensure to anybody the right to review the commercial registers for unregistered traders and documents on the basis of which entries have been effected and shall issue copies of such documents, as well as certificates of current status.
(13) Until re-registration certificates referred to in Paragraph (2) are obtained, within the timeline under Paragraph (1), the district court where the company has been registered shall issue certificates of current status upon request.
§ 5. (1) With the expiry of the time limit under § 4 (1) the court shall issue an official certificate pursuant to § 4 (2) to sole traders and branches of foreign traders who have not re-registered and shall send them to the Agency under the procedure of Article 14. The Agency shall make ex officio entry into the Commercial Register of the sole traders and branches of foreign traders who have not re-registered and shall expunge, respectively close, them immediately.
(2) With the expiry of the time limit pursuant to § 4 (1) the court shall issue an official certificate pursuant to § 4 (2) to commercial corporations and cooperatives that have not re-registered, send them to the Agency under the procedure of Article 14 and provide the Agency access for scanning the company files according to § 4 (4). Upon conversion and entry by the Agency of an electronic copy of the company file in the Commercial Register the court shall archive the company file. The Agency shall enter ex officio the trader and its dissolution thereof, shall appoint a liquidator, determine his/her remuneration and the term of liquidation.
(3) A partner of unlimited liability in case of a personal companies or a member of the management body in the case of a capital company or cooperative shall be appointed as liquidators of traders dissolved under Paragraph (2). If such persons cannot be found within six months following the dissolution of the trader, the Agency shall appoint ex officio a liquidator from its list of liquidators.
(4) The costs for the procedure of liquidation shall be born by the trader. The members of management bodies shall be jointly and unlimitedly liable for trader’s obligations related to the liquidation proceedings.
(5) Where a liquidator is appointed under the procedure of Paragraph (3), sentence two, and the property of the trader is insufficient to cover to costs of the liquidation, these shall be covered by the Agency on account of the fees collected pursuant to Article 12. Liquidators appointed ex officio shall terminate the proceedings within six months from their appointment.

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