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Company Re-registration Deadline Granted One Year Extension

Another very important draft amendment regulates the cases of unaccomplished court proceedings against companies that fail to re-register by 31st December 2011. In these cases the relevant court on the pending case will stop the case and will advise the claimant to initiate the procedure under the preceding item, within a term, set by the court. Failure to do so will cost the case to the claimant, because the court case will be dismissed.

- Five years after the expiry of the term for re-registration, the Registry Agency shall ex-officio delete those companies that have not been re-registered and have not been liquidated by the set of rules of the Act. The draft Act remains silent on the question what will happen to the assets of such "deleted" companies.
Other important amendments;
A few other changes suggested in the draft Act, which deserve mentioning, are as follows:
- provisions for increased protection of personal data, where the personal data contained in the documents, enclosed to the company file, will be deleted, except for such personal details that are required by law being public;
- the Commercial Registry will continue to be public and free of charge. There was a rumour in the middle of 2010 that the access may become subject to a charge as a measure for stopping unregulated access to all sorts of details. It is obvious now that a more intelligent mechanism is possible. This mechanism is registered access to the full data base. This means that unlike now, where you can see all company documents by clicking on the relevant file in the web-page, with the new changes the basic details of the company - name, address, managing bodies, capital, subject of activity etc., will still be visible on the web-page, but you have to file an application to get access to the full folder in the offices of the Commercial Registry or to request for electronic access by means of electronic signature or electronic digital certificate, provided by the Agency.
- Joint-Stock Companies will only be able to make registrations and announcements in electronic way, which is a change in order to harmonise the national legal system with the EC Law.
- upon filing documents for registration of new circumstances or for announcement of certain instruments, if the applicant has forgotten to enclose a document or has made a mistake, he will be given the opportunity to correct the defects of the application following the guidance of the relevant official. This is a very welcome change, because noone was born equipped to fight Bulgarian bureaucracy and most of the enacted refusals for registration so far have been caused by minor formalities and the applicants were not given the opportunity to correct them.
- the above change entailed a change of the term for pronouncement of the officials on an application - from "immediately" it was changed to "in three days term". Not a big deal - in reality the officials delay registrations with many more than 3 days anyway.
Let us once again note that the above changes are still to be adopted and until they are published in the State Gazzette, the current, old terms and provisions shall apply. So if you have planned to meet the current term for re-registration, do so.
Despite its very unconvincing start, numerous subsequent problems, several necessary changes of its rules and principles of work and continuing delays, the new Commercial Registry is generally a more convenient structure, providing free, easy and immediate access to the details and status of companies to all interested parties. Hopefully in future more attention will be put into facilitating the procedures in terms of paperwork, yet increase the security means against unlawful or false registrations.
Article written by GPNG-lAW