Commercial Law (Bulgaria)

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The commercial law in Bulgaria regulates the activities of merchants. The Bulgarian Commercial Code ( Bulgarian Търговски закон ) contains the legal regulation of commercial law. Theoretically, commercial law is divided into two parts - general part and commercial transactions. The provisions of commercial law relate to commercial relationships between business partners and the competition and corporate law relationships of every businessman to other entrepreneurs.

general part

Merchants

The merchant takes part in trade . Its legal status and activities are regulated in detail in the Commercial Act. In Article 1 HG, there are three factual requirements of this legal form:

  • the merchant is a natural or legal person,
  • who conducts the business listed in Art. 1 Para. 1 HG
  • and conducts these businesses commercially.

Trading company

A merchant's company is the name under which he conducts his business in trade and under which he signs . The company name of the branch contains the company name of the merchant and the addition “branch”. As a set of rights, liabilities and factual relationships, the company can be transferred through a transaction that requires the written form and the notarial certification of the signatures in order to be effective. The transfer of the company must be entered in the commercial register both in the company name of the seller and the legal successor. Every businessman is obliged to keep books and to make the situation of his business assets visible in them. The business transactions are to be recorded in chronological order.

commercial register

A commercial register ( Bulgarian Търговски регистър ) has been set up in Bulgaria so that the regulations of European commercial law are fulfilled . The procedure before the commercial register in the Bulgarian law on commercial register ( Bulgarian Закон за търговския регистър () and in the regulation establishing and maintaining the commercial register Bulgarian февруари Наредба № 1 от 14 2007 г. за водене, съхраняване и достъп до търговския регистър ) . In the commercial register, different circumstances of the legal situation of the merchant are publicly accessible. In this way, the legal interests of third parties and the merchant himself are protected. According to Art. 6 Abs. 2 HG, the fact must be published within 7 days of the occurrence. The entry in the commercial register has different effects - it has an explanatory effect - it is assumed that third parties are informed about the published circumstances. The entry can have a constitutive effect - in this case the circumstances that are subject to publication do not have any legal effect before they are entered in the commercial register. The constitutive effect is in principle an exception. The entry of circumstances in connection with the merchants in the commercial register usually only has a declarative effect. The circumstances entered in the commercial register are considered to be true, so everyone can trust them. On the other hand, if a circumstance has not been entered, it is considered non-existent.

The trading company is an association of two or more people for the operation of commercial transactions with common means. In some cases determined by law, an individual can also form a company. The trading companies are legal persons.

Trading companies according to the HG are:

  1. the general partnership ;
  2. the limited partnership ;
  3. the limited liability company ;
  4. the joint stock company ;
  5. the partnership limited by shares .

Open trading company

The general partnership is a constructed of two or more persons society whose purpose is the operation of a commercial enterprise under joint company. The partners are jointly and severally liable and unlimited. In principle, every partner is entitled to manage the company, unless the company management is assigned to one or more partners or a third party in the articles of association. Anyone who joins an existing company is jointly and severally liable for all of the company's liabilities. The general partnership is dissolved in the following cases: by the end of the time for which it is received, or in other in association defined cases; by resolution of the shareholders' dissolution ; by opening bankruptcy over the company's assets; due to the death, full prohibition of a partner or extinction of a partner - a legal person, unless otherwise specified; at the request of the insolvency administrator, if a partner is declared bankrupt; through termination by a partner; by court decision.

Limited partnership (KD)

A company established on the basis of a contract, the purpose of which is directed towards the operation of a commercial enterprise under a joint company, is a limited partnership if one or more partners are jointly and severally liable for the company's liabilities, while the others are liable for the amount of a certain capital contribution is limited. The articles of association require the written form and the notarial certification of the signatures of the partners. The company of a limited partnership must contain the name of at least one general partner with the addition of “limited partnership” (Bulgarian: “Командитно дружество”) or “KD”. Only personally liable partners can be requested to manage the company. The limited partners are excluded from the conduct of the company's business; they cannot contradict an action taken by the personally liable partners. The limited partner is liable to the company's creditors up to the amount of the conditional contribution, even if it has not been paid in full.

Limited Liability Company (OOD)

The limited liability company can be formed by one or more persons who are responsible for the liabilities of the company up to the amount of their initial contribution. The legislature requires a written form of the articles of association. The name of the company must contain the additional name “Limited Liability Company” (Bulgarian: “Дружество с ограничена отговорност”) or the abbreviation “OOD”. If the owner of the share capital is only one person, the company name must contain the designation “EOOD”. Each partner must pay in or bring in his contribution in accordance with the provisions of the articles of association. The non-payment or the failure to bring in the capital contribution is a reason to exclude a partner from the company. A new shareholder is accepted by the shareholders' meeting on their written application. On his behalf, he must declare that he accepts the stipulations in the articles of association. The admission decision must be entered in the commercial register. Each partner is entitled to take part in the management, distribution of profits, to be informed about the course of the company's activities, to inspect the company's books and the right to a share in liquidation. The business share of each partner is determined by the amount of the capital contribution taken over by him, unless otherwise agreed. The corporate bodies are: the shareholders' meeting and the managing director (s). The shareholders' meeting consists of the shareholders. The managing director organizes and directs the company's activities in compliance with the statutory provisions and the resolutions of the shareholders' meeting. The limited liability company is dissolved in the following cases: at the end of the period specified in the articles of association; on a shareholder resolution, passed with a majority of ¾ of the capital, unless a larger majority is provided for in the partnership agreement; by merging into a public company or other limited liability company; when filing for bankruptcy; by judicial judgment in the cases provided for in this Act. The company, the capital of which is in the hands of a natural person, is dissolved when the same person dies, unless otherwise stipulated or the heirs do not apply to continue the activity. If the capital is owned by a legal person, the company must also be dissolved when it is dissolved.

Corporation

The stock corporation is a company whose capital stock is divided into shares. The company is liable to the creditors with the company's assets. The stock corporation can be founded by one or more natural or legal persons. The minimum amount of the share capital is 50,000 leva . The share capital must be fully subscribed. The establishment of a stock corporation takes place in a founding meeting, which is attended by all persons who subscribe for shares. The share grants a voting right in the general meeting of shareholders as well as the right to dividends and liquidation shares according to the amount of the shares. For the subscribed shares, the shareholders are obliged to make contributions that cover the part of the share value specified in the articles of association. Organs of the stock corporation are: the general meeting of shareholders; Management board in the one-tier system or supervisory board and administrative board in the two-tier system. In the sole stock corporation, the sole owner of the capital decides on matters that are the responsibility of the general meeting. The general meeting includes the shareholders with voting rights. You take part in the general meeting in person or through their representative.

The stock corporation is dissolved in the following cases: by resolution of the general meeting; by the expiry of the specified time for which it was established; by filing for bankruptcy; by order of the court of registry on an action by the public prosecutor if the company pursues unlawful goals; if the reinvestment of the company's assets falls below the level of the registered capital; If the general meeting does not decide on the capital reduction, conversion or dissolution within one year, the company will be dissolved in accordance with the provisions of section 4; If the number of members of one of the Councils of the Society remains below the minimum number stipulated by law within 6 months, it can be dissolved; if there are other reasons that are stipulated in the statutes.

The partnership limited by shares (KDA)

The partnership limited by shares is established by virtue of a contract in which shares are issued for the contributions made by the limited partners. The number of limited partnership shareholders cannot be less than three. The name of the company must contain the designation “partnership limited by shares” (Bulgarian: “Командитно дружество с акции”) or the abbreviation “KDA”. The partnership limited by shares is established by the personally liable partners. Only the limited partnership shareholders have voting rights in the general meeting. The executive board is made up of the personally liable partners. Each shareholder is entitled to a liquidation share in proportion to the contributions he has made to the company's capital.

Commercial transactions

The commercial transaction is a variant of civil law transactions that is characterized by certain characteristics. The commercial nature of the deal depends either on the parties to the deal or on its nature. The trades are in principle concluded orally. For some transactions, the legislature requires written form. There is therefore also the possibility that the contracting parties agree on a simple written form or by notarial certification.

Commercial purchase

From Art. 318 to Art. 341 HG, the regulations governing commercial purchases exist. Commercial purchase is that purchase that is a commercial transaction according to the provisions of the Commercial Act (the commercial transactions are mentioned above). The rights and obligations of the buyer and the seller are set out in detail in the HG. There are also some special regulations for some sales in the HG - e.g. B. Transit sales , distance selling , sales with additional specification.

Leasing contract

The leasing contract is regulated by Art. 341 to Art. 347 HG. The lessor is obliged to offer the use of an item for a fee. On the other hand, the lessee has to pay the agreed sum, usually a monthly installment. In principle, the leasing contract is concluded in writing as a general terms and conditions agreement. According to the contractual nature of the contract, two different forms of leasing can be distinguished: operational leasing and financial leasing. With the conclusion of an operational leasing contract, the lessor undertakes to provide something for use in return for a fee. The parties can agree that the lessor carries additional services than maintenance and repair. The second type of leasing is financial leasing. Pursuant to Art. 342 (2) HG, the lessor undertakes with the leasing contract to acquire an item from a third party in accordance with the conditions to be determined by the lessee and to allow him to use it for a fee. Financial leasing is a banking business whose party is a bank or credit institution within the meaning of the Law on Credit Institutions.

Commission contract

With the commission contract, the commission agent undertakes to carry out one or more transactions against payment on behalf of the principal in his own name and for his account. The subject of the commission contract is the conclusion of one or more transactions that are lawful and have been agreed by the parties. The rights and obligations of the contracting parties are detailed in the law.

Forwarding contract

The forwarding contract is intended as a commercial transaction in Art. 1 Para. 1 HG. The forwarding contract obliges the freight forwarder to conclude a freight contract for a fee in his own name and for the account of the sender. The subject of a forwarding contract is the conclusion of a freight contract.

Contract of carriage

With the freight contract, the carrier undertakes to transport a person, baggage or goods to a certain location for a fee. The carrier must carry out the transport within the stipulated period, keep the cargo from acceptance to handover, notify the recipient of the arrival of the cargo and hand it over to him at the destination. The sender is obliged to hand over the freight with the documents to be considered in a transportable condition, depending on its type and the special regulations for the individual freight types.

Banking

Some banking transactions are regulated in the HG - letter of credit , bank credit , bank guarantee , the others are regulated in the law on credit institutions. There are different banking transactions that can be classified according to different criteria - e.g. B. Passive banking transactions - these are primarily the monies received by the bank as deposits; active banking - the bank grants a person a loan, which must be repaid at a certain interval; Exclusive banking business, whereby the contracting party is always a bank, and not exclusive banking business concluded either by a bank or by another financial institution; formal transactions that require written form; informal deals that do not require any form. The banking transactions are: bank loan agreement , deposit agreement , bank guarantee, bank transfer , letter of credit, contract for the rental of a safe deposit box and bank collection .

Change

The bill of exchange is a one-sided transaction, whereby the parties are called drawee and bill payers. With the change, the change payer undertakes to pay a contribution. The bill of exchange is associated with 3 people - the bill payer who is obliged to pay the bill, the drawee who has drawn on a bill and the bill recipient who is paid by the drawee. The reciprocal relationship arises due to another relationship (the so-called causal relationship). There are two ways to transfer the bill of exchange - civil and commercial. The rights that exist in alternation are transferred either through universal legal succession (e.g. in the event of the death of a natural person or if a company ceases to operate) or through private legal succession (e.g. will ). The main commercial procedure for transferring a bill of exchange is giro. By virtue of the unilateral legal transaction, the creditor / girant / is replaced by a new / giratar /, whereby the latter acquires the rights that the change entails. The bill of exchange can be presented either for acceptance or for payment. The refusal of acceptance or payment must be established by protest. According to Art. 531 of the Commercial Law, the bill of exchange claims against the recipient expire three years from the expiry date.

check

This is a contract whereby a bank undertakes to pay the checks made out by an issuer. The issuer undertakes to provide funds for the payment of the check. The business parties are the bank / drawee and the issuer of the check. The contract is intuitu personae, i. h. that he with death / or. termination of the company's termination. The issuance of a check represents the transfer of ownership of the security. The check is deemed to have been issued when the check is signed and transferred. The bank can unilaterally terminate the contract if the check has no funds or the issuer does not keep the check forms. If the check is already made out, it can be transferred as security. A check to order is transferred by endorsement, the name check is transferred by assignment.

Storage contract

With the storage contract, the warehouse keeper accepts goods for storage and safekeeping in exchange for payment with the obligation to return them to the depositor or to another authorized person. The legislature encourages a written form for this business and also its entry in the warehouse register. The HG provides for a special limitation period in connection with compensation. Claims against the warehouse keeper due to loss, reduction in price or damage expire after one year. The statute of limitations begins on the day the deposited item is returned. At the request of the depositor, the warehouse keeper must issue a warehouse receipt for the goods received.

License agreement

With the license agreement, the licensor, the right holder of inventions, utility models, registered designs, trademarks, topology of integrated circuits or operating experience grants the licensee wholly or partially his use in return for payment. With the sublicense agreement, the licensee of an exclusive license can assign the right to use the licensed object to a third party. The open-ended license agreement can be terminated by one of the parties in writing. If no notice period is stipulated in the contract, it is six months; however, the licensor cannot terminate the contract before the end of the first year of its term.

Goods inspection contract

With the contract for goods inspection, the inspector undertakes, on the basis of his special knowledge, to carry out an objective comparison between the required and the actual condition of a product or service or only to determine its condition in return for payment.

Locker rental agreement

With the locker rental agreement, the landlord provides the tenant with the use of a locker in the monitored room for a certain period for a fee.

Bankruptcy proceedings

The bankruptcy is in Bulgaria as a kind of universal enforcement viewed and governed by the Commercial Code. The insolvency debtor must have a commercial quality, because bankruptcy proceedings in Bulgaria can only be opened against merchants. A corporation is over-indebted if its assets are not sufficient to settle all of its financial liabilities - Art. 742 Paragraph 1 HG.

The insolvency proceedings have two alternative goals - a corporate reorganization with a continuation of the company or a satisfaction of the creditors. The following subjects are entitled to apply for bankruptcy: the debtor himself, the liquidator ; any believer in a sale; a member of the governing body of a corporation; the registration agency. The court has to decide on the opening of insolvency proceedings . In order not to put the bankruptcy creditors at a disadvantage, in the Bulgarian bankruptcy proceedings the insolvency administrator is responsible for securing the bankruptcy estate and also increasing it. The procedure for reorganizing a commercial enterprise in insolvency is regulated in Art. 696 to Art. 709 HG. The recovery plan is a source of new rights and obligations. The restructuring plan confirmed by the court is binding on both the creditors (including those who have not approved the restructuring plan) and the debtor. The restructuring plan finally reforms the claims. With the confirmation by the court, the insolvency proceedings are closed. The court declares bankruptcy by a court order . The court ruling on the declaration of bankruptcy affects everyone and is subject to immediate enforcement. After all bankruptcy assets are converted into cash, the liquidator begins distributing them. The distribution runs under the supervision of the court. The insolvency administrator is commissioned with the realization. As a result, all real estate and items belonging to the bankruptcy estate are converted into money in whole or in part, real or other rights. The procedure for the distribution of insolvency assets within the framework of the Bulgarian insolvency proceedings is regulated in Art. 722 et seq. HG and establishes a statutory order for the bankruptcy creditors. The liquidation invoice issued by the insolvency administrator forms the basis for carrying out the distribution procedure. The realized assets are distributed among the creditors according to a legally predetermined order.

literature

Web links

Individual evidence

  1. ↑ Търговски закон (Bulgarian)
  2. ↑ Търговски регистър (Bulgarian)
  3. ↑ Закон за търговския регистър (Bulgarian)
  4. ↑ Наредба № 1 от 14 февруари 2007 г. за водене, съхраняване и достъп до търговския регистър (Bulgarian)