Obligations of company owners and managers
According to Section 4 of the Trade Register Act all companies and the branches of foreign companies entered in the Trade Register at Bulgarian regional courts before 1st January 2008 are obliged to re-register in three years term from 1st January 2008.
It is important to point out that all legal actions with regards to the companies’ re-registrations should be undertaken not by the owner(s) of the company, but by the appointed manager(s). However having in mind, that in almost 100% of the cases the owners are at the same time managers of the different companies – then practically it’s the owners who are responsible to re-register their companies.
Necessity of and benefits from re-registration
Since 1st Jan 2008 Bulgaria started operating a public Trade Register, where all new companies are registered. The objective is a unified and computerised state system where the information about all Bulgarian companies is public. Prior to that date all companies were incorporated through a court decision.
The Trade Register is public and everyone has the right of free access to it including the electronic image of the documents on the basis of which the entering, the deletions and the announcements have been made, as well as to the electronic image of the company files of the re- registered companies.
Prior to 2008 companies bearing one and the same name were existing quite legally. For example, by the end of 2007 one could have registered ABC LLC in the Sofia City Court while before, after or at the very same time another one could have registered ABC LLC in the Blagoevgrad Regional Court. Now only one company in Bulgaria can be named ABC LLC.
The first question is who is entitled to apply for re-registration? The applicable law gives this complete list:
1. Representatives of the company
2. Another person in the cases provided for in a law
3. A lawyer explicitly authorised for representation before the Agency
Secondly, state (or any other) fee for re-registration is NOT due. But unfortunately the owner(s) of the company must go to the court where the company had originally been registered in order to obtain some documents needed for the new registration (re-registration). Surely the owner (s) should apply for re-registration certificate – sort of Certificate for Good Standing. It is actually very inconvenient, but please be aware that this certificate is not issued immediately – but within 3 days. So it follows that the owner(s) will have to make a special second trip to the respective court in order to get the issued re-registration certificate.
According to the same paragraph of the Trade Register Act, you may at the same time of the application for re-registration also apply for entering of new circumstances, deletions or announcement s(e.g. new address, new manager etc.), except in the cases of transformation of a trade company.
If there are multiple offices of the company situated throughout the country, then the owner(s) needs to carry out re-registration of all its branches.
After a successful re-registration, all companies are excluded from the BULSTAT register (and respectively erased from the database). The code of BULSTAT becomes UIC (Universal Identification Code) of the company. In simple words – if someone has registered a company named ABC LLC before 2008 with BULSTAT No. 1234567890 – after the re-registration ABC LLC will have UIC No. 1234567890 and no BULSTAT number.
Non – fulfillment of obligation to register in the New Trade Register
What is eventually going to happen if a company has been registered before 2008, and not re-registered in accordance with the new Trade Register Act? The answer is contained in paragraph 5 of the act. With the elapse of the 3-years term, the respective court shall officially issue certificates to those companies who have not re-registered and send them to the Registry Agency which shall immediately erase them from the database and close them.
After the Agency officially enters the termination of the company activity, then it appoints liquidator and determines his remuneration and the term of the liquidation. Which means that not only the company will be closed, but also expenses will be made in this relation. The expenses for the procedure for liquidation shall be for the account of the company – and even the members of the management bodies shall be jointly and ultimately liable for the liabilities of the company connected with the procedure for liquidation. Who could be appointed as liquidator? That could be an unlimited liable partner in personal companies or member of management body in capital companies. If those persons cannot be found within six months after the termination of the activity of the company, the Agency is officially entitled to appoint a liquidator that has nothing in common with the company!
Only one third of the Bulgarian companies have been re-registered (less than 400 000 out of more than 1,000,000), so it is a pretty sure bet that, with hundreds of thousands of companies rushing to get this done by the deadline at the end of 2010, you are best advised to sort out your company re registration very soon.