October 2017 - Lawyers Legal Services In Bulgaria

Termination of shareholder

Termination of participation Ltd and leaving partner – rules and consequences.

The limited liability company (LLC) is one of the most common forms of organization of business. This is due, among other reasons, and has long recognized its dualistichnost – although Ltd. is a capital company it shows some deviations that correspond to the essence of unincorporated enterprises. Examples include the regulation of rights and freedom in which they occur, exercise and termination resemble those partnerships.

Therefore reveal peculiarities and possibilities of termination of membership relations of the partner as the latter is more difficult to be freed of adjacent its involvement than a typical capital company, since the law provides for additional requirements for the sale of its units.

Leaving partner

The departure of a partner is regulated in art. 125, para. 2 of the Commerce ActWhich provides potestativno subjective right partner to terminate its participation in the company. Regardless of the reasons for leaving, his right is transformative, regardless of whether it violated his duties as a partner. Leaving has its practical applicability as a way out of the company’s inability to sell a share. It is exercised by a written statement, the legislature uses the term “notice” that statement needs a receipt, written form of reality. There is time – the partner must notify the company of their intention three months before the termination of his membership. The length of time is governed dispositive and articles of association may provide for another term.

Moment that occurs termination of membership relationship is not explicitly defined in law, but the case law assumes that termination should be considered as occurring ipso facto at the time of expiry of the period as for the adoption of a further resolution of the General Meeting of the company does not exist (so in Decision № 46 of 22.04.2010 of the SCC under item. e., the № 500/2009, II t. o., TC ). This solution meets the potestativniya nature of the right to associate. The entry of termination of membership relationship is warning, but not constitutive effect. Next – the settlement of property relations on the occasion of the termination is a result, but in no case provided for its occurrence. consequences

Termination of shareholder

Termination of membership relationship entails the multiple effects as in practical terms the outgoing partner should first be noted pecuniary consequences that each sadrzhunik leaving (exit) aims to achieve. Exit, in this sense, an opportunity for a partner who could not sell its stake in the company for any reason, however, to indemnify the same while terminate its relationship with the company.

Termination is the former partner transformative effect on the occasion of his relationship with the company – the same one occurs monetary claims he is entitled to receive a cash equivalent, a feature of interest in the company. Art. 125, para. 3 defines how to govern the property consequences – namely, based on the balance sheet at the end of the month in which the termination occurred. Basis for making money is an interest to a partner, the amount of which is determined according to its share capital (Art. 127 CC). It is possible the partner to get something else, but this is a consequence of an addendum instead of giving performance between the shareholder and the company. As a rule, chargeability making departed partner comes to the moment of his departure (the deadline).

A major interest for each partner who wishes to have information about their legal options for monetary satisfaction by participating in an LTD is a provision of Art. 125, para. 3, which determines the timing of the balance sheet that will calculate its claim. Jurisprudence ( Decision № 224 of 10.09.2010 of the SCC under item. E., The № 765/2008, II t. O., TC) Assumes that this statutory provision is mandatory in nature and the partners can not overcome it with any agreement to the contrary, neither provision in the articles companies. Personal companies. Company limited liability). Such an agreement would be void pursuant to Art. 26, para. 1 of CPA. In this sense it appears and void proviso that outgoing partner will be satisfied, as the basis for calculations adopt the annual financial statements of the company.

The balance sheet will determine which assets and liabilities should be taken into account when calculating the monetary value of a share. Pursuant to Art. 125, para. 3 Commerical law raises the question of how exactly to calculate the value of the property, in particular that of tangible assets (FTA). According to the obligatory practice of the SCC value of fixed assets in the form of a share according to art. 125, para.3 Commercial law should be determined by experts in compliance with the provisions of the repealed Law on Accounting, Art. 13 in conjunction. With § 1, p. 3 dopaltnitelnite provisions and any applicable accounting standards (Decision № 87 of 6.06.2012, the SCC under item. E., The № 468/2011, II t. O., TC).

Termination of shareholder

The decision should be considered obsolete, because References to the provisions did not alter its meaning essentially. The cost of fixed assets will be formed by the historical cost of acquisition or such other price which corresponds to the accounting standards – namely fair price. The definition of fair value has remained the same and the adoption of the new Law on Accounting, “the amount for which an asset could be exchanged, or a liability can be redeemed at arm’s length transaction between knowledgeable, willing transaction buyer and seller.

She’s selling price, stock exchange price or market price. “The annual financial statements should not serve as a basis for calculation. The ultimate goal, the fair amount that outgoing partner should receive is achieved with an inventory and evaluation of assets (and liabilities) of the Company accounted for and valued the time stipulated by law. It should be pointed out that the balance sheet has no binding court material probative and challenge the underlying accounting entries regularity them subject to an express check, while failure of such interim balance sheet of the debtor, on conclusion of the admitted and heard in the course of proceedings specialized legal and economic expertise . Termination of shareholder

With respect to the same are used for general rules of art. 195 et seq. CCP, according to which the conclusion of the experts is not absolute proof in the case, regardless of the action taken or not challenge his party. With respect to the same are used for general rules of art. 195 et seq. CCP, according to which the conclusion of the experts is not absolute proof in the case, regardless of the action taken or not challenge his party. With respect to the same are used for general rules of art. 195 et seq. CCP, according to which the conclusion of the experts is not absolute proof in the case, regardless of the action taken or not challenge his party.

As a conclusion, it should be pointed out that although the shareholding which serves to determine the making of outgoing partner to resemble a liquidation share, it differs from it in the operative event and, therefore, should not be treated equivalent. Their value may substantially differ. Termination of shareholder

October 17, 2017/by lawyer

Uncategorized

Registration of tour operator and travel agent

Tour operator or travel agency activity in the Republic of Bulgaria only be performed by registered under tourism entities (merchants). The procedure is regulated in detail in Art. 17 et seq. Of Chapter IV, Section I of the PA. Registration is done by the Minister of Economy, Energy and Tourism (MEET) in the register of tour operators and travel agents (RTTA), which is public.

Legal requirements

Documents for Selling Real Estate

For tour operator or travel agency activity in the register fits a person who meets the following requirements: a trader within the meaning of the Commerce Act or legal person is entitled under another law to implement economic activity; have staff with appropriate education, language skills and experience; person performing management functions tour operator or tourist agency has appropriate education, language skills and experience; It has secured suitable premises for tour operator or travel agency activities; It has signed a preliminary contract for insurance under Art. 42, para. 1 of PAs; It is not in liquidation or bankruptcy; It has made no tour operator or travel agency activity without license / registration in the last 12 months;

Nessesery documents for registered persons shall submit an application form stating: type of tourism, for which registration is sought, the name and address of the registered office, address and identification code, if any, and at the tourist site.

Documents (applications)

The application for registration shall be: copies of documents certifying that the entity has the right under another law to implement economic activity; declaration that the person is not in bankruptcy or liquidation; Information for education, language skills and experience of staff who will be engaged in the realization of tourist activity;copy of the documents certifying their education, experience and language skills of the person performing management functions tour operator or travel agency activities; reference location, suitability and equipment of rooms for the exercise of tour operator or travel agency activities; a copy of the title deed or lease, as well as another document from which derives the right to use the premises, valid for at least one year from the date of application; a copy of the preliminary contract for insurance under Art. 42, para. 1 of PAs; a declaration that in the last 12 months prior to submitting the application, the applicant has not performed the tour operator or tourist agent activity without license / registration and has not revoked license / registration canceled for tour operator or travel agency activities; document for paid fee for handling documents according to the tariff of MS. that in the last 12 months preceding the application, the applicant has not performed a tour or tourist agent activity without license / registration and has not revoked license / registration canceled for tour operator or travel agency activities; document for paid fee for handling documents according to the tariff of MS. that in the last 12 months preceding the application, the applicant has not performed a tour or tourist agent activity without license / registration and has not revoked license / registration canceled for tour operator or travel agency activities; document for paid fee for handling documents according to the tariff of MS.

Consideration of application for registration

The application for registration of a travel agent / tour operator together with the documents attached thereto shall be submitted to the Ministry of Economy, Energy and Tourism. Expert Commission for registration of tour operators and travel agents consider the applications within two months from the date of their submission and rule on them with a reasoned proposal to the Ministry of Economy of the registration or refusal of the registration. If the deficiencies or irregularities in the documents submitted by the trader ECRTTA 30 days to correct them. Minister of Economy, Energy and Tourism based on the proposal of ECRTTA within two months of receipt of the application to the ministry with registration and issue a registration certificate or motivated refuse the registration.

Other conditions

refusal of registration may be appealed under the Administrative Procedure Code (APC). The registration and the registration certificate is valid indefinitely. Rights registration can not be transferred or ceded. Registered persons shall issue a certificate of registration, which is placed prominently on the tourist site.

For the examination of documents and entry in the register of tour operators and travel agents collect fees tariff approved by the Council of Ministers. Currently, state registration fees for travel agent amounted to 2,500 lev, while tour operator – 5000 lev registration requirements are specified in an ordinance adopted by the Council of Ministers (see. The Ordinance on the staff of tour operators or travel agents to face performing management functions of the tour operator or travel agency activities, and to spaces for tour operator or travel agency activity). It is expected that the adoption of the new Law on Tourism, which regulates cases of sale of travel services over the Internet.

October 16, 2017/by lawyer

Legal advices

Getting Transport licence in Bulgaria

License for international freight in Bulgaria

Getting Transport licence in Bulgaria

If you want to register a transport company for freight and want to use the capabilities of the European market, you need a Community license for international cargo. The procedure for issuing such a license for international transport is regulated in detail in Decree № 11 from 31.10.2002g. for the international carriage of passengers and cargo as well as the Road Transport Act. Due to issue the license fee is fixed in Tariff № 5 for fees collected by the Ministry of Transport.

To achieve a realization of activity freight in the first place should have a natural or legal person to have as a trader in its scope of business to include the performance of freight fee. The mere cargo can be carried out by private leased or acquired through lease vehicles. Registering dealer who will carry out this type of activity has its own peculiarities and is therefore advisable to use qualified legal assistance in registration of the transport company.

The license of the transport company is issued by the Minister of Transport, Information Technology and Communications or persons authorized by him upon the proposal of the Executive Agency “Automobile Administration” which is a legal entity funded the same ministry. In addition to the license itself it is issued and a certified copy thereof.

How to get Transport licence in Bulgaria

There are some specific requirements that must meet the head of the business and the company itself:

B lagonadezhdnost – this requirement is met when the head of the transportation activity has been convicted by a final judgment of a crime of a public nature or deprived by a final judgment from exercising transport activity. Therefore, it must present a certificate or statement of conviction of the person who will manage the operation.
Professional competence. One of the most – important things to be licensed to your company’s head of operations possess a certificate of professional competence issued by the Executive Agency “Automobile Administration”. You should be careful when choosing a person’s head to make sure that it is the head of more than one company in such activities as the same person holding such a certificate can manage the transport activity of not more than two companies transportation.
Financial stability. How a transport company must be financially stable or not depends on how many vehicles will operate – one, two or more. For first vehicle amount by which the company must have been the equivalent of 9000 euros and for any second or subsequent vehicle – the equivalent of 5000 euros. Proof of financial stabilitythe carrier can be done by use of a corresponding amount in the share capital by incorporation of the same amount as bank guarantee in Bulgarian bank or the most popular option – by signing a contract of insurance for insurance amount equal to the size required by law. At the same time, desirable to get a license to your company has no outstanding public debts, which is certified with a certificate for the presence or absence of tax liabilities.
At stanovyavane in Bulgaria consists in the obligation of the carrier to establish his point of guided activity on the territory of Bulgaria. Not necessarily the place to be owned – may be rented premises.

Compliance with each requirement must be certified by the respective documents, so it’s better in the set of documents to use legal assistance of professionals who are familiar with practical questions such license. The period in which the issue or refuse to issue such a license is 30 days from the date of filing the documents. If a document is missing or there is any irregularity in the documents submitted, the deadline for their removal is one month from the receipt of instructions from the ministry. License issued in as many copies as there are vehicles themselves, that is if there are three vehicles will be issued one license original and two certified copies of the same license. The deadline for issuing a duplicate license (eg if lost) is 7 days from the application.

The mere license is not unlimited – it is restricted for a period of five years. If the carrier wants and after the expiry of the license to continue to operate the same activity should do so before the request expires already issued his license. The special licensing is that firms carriers must meet numerous requirements of the law, not only when applying for the license, and during the entire period until exercise that activity, because otherwise risk their license is revoked.

If there is a change in name, address or any other circumstance in relation to the shipper, it shall notify the issuing authority within 14 days of the change.

How much is licensed for international transport is the last important question in connection with the above procedure. State fee for issuing international license for cargo to 2017 is 500 lev Other more significant expenses associated with renting a garage and a contract signed with service (except in the presence of their own) and some other minor expenses within several dozen lev. It should finally be borne in mind that the large fines imposed on companies carrying out the above activities without duly issued license.

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Registration of travel agency

Registration of travel agency / tour operator license

The Bulgarian legislation have several requirement for register a travel agency in Bulgaria. In order to act as tour operator or travel agency (travel agent) in Bulgaria, the agency is necessary to cover certain conditions which are expressly and exhaustively listed in the new Tourism Act of 2013. First person must be a trader within the meaning of the Commerce Act or a legal person under another law have the right to carry on business. Secondly, these persons must be registered in a special public register of tour operators and travel agents, which is supported by the Ministry of Economy, Energy and Tourism.

Tour operator or travel agency activities could be registered under the Tourism Act and may perform the following :

Persons entitled to carry out such activity on the Bulgarian legislation;
Persons who are entitled to carry out such an activity under the law of another Member State of the European Union;
The top category of persons, but only electronically.

To be able to function as tur operator or travel agency, persons entitled to carry out under Bulgarian law must implement a number of documents to its application for registration. Submit the following documents: a declaration form for registration in the Commercial Register, indicating the UIC or copy of a document certifying that the applicant has the right to conduct business under a special law, a declaration that the sole proprietor is not under guardianship reference a model number, location, suitability and equipment room for tour operator and / or tourist agency, a copy of the deed to the room for the activity or copy of a Contracting Second lease or other document from which derives the applicant’s right to use the premises for the activity, reference form for education, language skills and experience of staff who will be engaged in the implementation of tourism, a copy of the documents certifying their education, experience and language skills of person performing management functions of the tour operator and / or travel agents, a copy of the preliminary insurance contract, a statement by the applicant that is not associated with a merchant whose Registration for tour operator and / or tourist agent activity has been deleted or that was not a merchant declared bankrupt or has been denied registration, power of attorney in original, when the application is submitted by an attorney and a document for paid application fee documents.

Registration of travel agency

Persons who are entitled under EU law to perform in Bulgaria business as a tour operator or travel agency must submit a few documents compared to the first category of persons. The documents that are required to provide when submitting their application for registration, are connected with the right to develop this activity in the foreign country of domicile and address their management, and document representing insurance or any financial security that document guarantees the responsibility of the applicant for damages caused as a result of not paying its contractors, including insolvency and bankruptcy. Persons registered as tour operators or travel agents in an EU country

In the event that persons wishing to carry out a tour or tourist agency only electronically, then the application, which was submitted for the registration in the register of the Ministry, except those documents / except those related to room / should submit and a specific declaration declare that they will operate only electronically, and document certifying the ownership of Internet addresses in that domain.

A key requirement for companies who wish to be entered in the register of tour operators and travel agents is properly staffed – in terms of education, language skills and experience. The same goes for the person who will manage and represent the company.

Another essential requirement is the provision of suitable premises for the implementation of the action must be borne in mind that the law contains very specific requirements in terms of location, type of equipment and the workplace. Last but not least is required and signing the preliminary contract of insurance with a licensed insurer. Negative assumptions, which may not be available to implement the public register are the following: the person should not be in liquidation or bankruptcy in the 12 months

The entry in the register shall submit a written application to the Ministry, enclosing a number of documents certifying compliance with the requirements of the law – statements, reports and other documents. The deadline for a ruling for registration is two months from receipt of the application and if allowed registration of the person, the Minister shall issue a certificate of registration, which should be placed prominently on the premises of a tour company.

Control bodies, which ensure compliance with the above requirements are the Ministry of Economy, Energy and Tourism, the Commission for Consumer Protection. For offenses such as making a tour operator or travel agency activity without holding a registration certificate to contract with a registered tour operator or travel agent, a person carrying out tourist activity in categorized tourist site with an unlicensed carrier with personnel who do not have adequate professional qualifications and experience; non-issuance of travel voucher tourists under defined in the Law on Tourism, as well as a number of other offenses listed in the law, financial penalties, whose sizes range from 500 to 20,000 lev, depending on the type of offense committed. Registration of travel agency

October 13, 2017/by lawyer

Leaving partner

Termination of shareholder

Registration of tour operator and travel agent

Legal requirements

Documents (applications)

Getting Transport licence in Bulgaria

License for international freight in Bulgaria

How to get Transport licence in Bulgaria

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A key requirement for companies who wish to be entered in the register of tour operators and travel agents is properly staffed – in terms of education, language skills and experience. The same goes for the person who will manage and represent the company.

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