Process of re-registration of trade companies, sole proprietors.

Mina Boycheva 08/03/2010

With effect from October 1, 2006 the Bulgarian Parliament adopted a law concerning the commercial register, which follows the European practices and requirements under which the registration of companies shall be under a new procedure in the Registry Agency under the Ministry of Justice. Thus, the commercial registration is transformed into an administrative one, which facilitates the procedure and improves the quality of service provided. Another plus is the creation of a uniform electronic commercial register, with the help of which can be quickly issued certificates and will be allowed instant electronic access to the database, which will be updated continuously with information about acts and others. In the commercial register has been introduced a unique identification code, which shall replace the hitherto used BULSTAT.

According to the adopted law for the commercial register, the companies will have a unique name for the entire country, while the check-ups will be made and transmitted in electronic form. Moreover, the updates will be made on the basis of an application that can be accepted in electronic form as well. These applications, the complaints and the judicial acts will be entered in the electronic register. That commercial register will be public, and each citizen will have the right to free access, but the making of references and certificates will be paid according to the appropriate state fee. All companies must be reregistered and entered in the commercial register. This pre-registration is free of charge and is compulsory up to the end of this year 2010. In the event that this period is omitted, the Registry Agency will perform re-registration through its official channels, then will open up proceedings and accordingly the company will be deleted.

The necessary documents required for registration and re-registration of companies in the commercial register includes an application for re-registration form, which depends on the legal form of the seller; certificate of good standing; application form for declaration of association contract or articles of association, and an application form for registration of new circumstances. The re-registration certificate is to be issued by the court of registration within three days after submission and no state tax is due. When this certificate is forwarded, the court of registration shall provide the Agency with an access to the company case for taking down the information. At the re-registration, traders will be removed from the BULSTAT register and this code will become a unique identification code or Uniform Identification Code (UIC). At the re-registration, the companies' names should not coincide. However, if there are any matches, then the agency shall notify the traders which have matching names and shall enable them to change their name within a period of two months. If such change is not made, the agency shall re-register the trader by entering in the name the locality, and if necessary a figure.

The documents required for re-registration of the company are:
– Application to court for a certificate of good standing
– A copy of the court's decision
– A copy of the Bulstat card
– A copy of the company contract or statute
– Stamp of the company
– Identity card of the manager and the associates
– Signed declaration under article 13, paragraph 4 of the Commercial Register
– Certified attorney in case the documents must be submitted by a lawyer representing the company
The deadline for obtaining the unique identification code is five days.

For starting re-registration process:

When there is no observation of the deadline for re-registration of traders is issued an official certificate for re-registration and then, once entered, these companies are archived and deleted from the agency. The agency enters the company and terminates its operations by using a liquidator who is liable shareholder if the company is of personal management, or is a member of the managing committee if this is a capital company. The liquidation costs are on the account of the seller and are expected to be around a thousand leva due to the need for appointing persons to conduct inspections of the company belongings. Another important factor which should be known is that if the company is not re-registered, its annual financial statements can not be published.

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