The Representation is a legal institution referring to legal actions of one person (agent) on behalf of another (principal) whereby the principal has to bear the consequences resulting from the agent’s legal actions.
There are two forms of representation to be distinguished: voluntary representation – here, the representation is wanted and organized by the principal; and the second form is obligatory representation imposed by the law – in this case the law itself requires representation by certain persons.
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Bulgarian Legislation has a several levels of court litigation. Basically yhe court litigation in Bulgaria has been created and settled in four different instances (stages).
The first instance court litigation in Bulgaria – the city court
The first instance court litigation in Bulgaria involves the investigation and filling up the statement of claim. During the first stage of the litigation in Bulgaria, a lawyer starts the investigation of the factual basis of the claim and the legal theories of liability.
After the claim is filed together with all available written evidence, the defendant party in the litigation in Bulgaria shall be officially notified by the court and shall submit its position, also known as a “response”.
Usually it denies the allegations, filed by the offender party and denies any liability for the claim.
The judge shall schedule open court hearings for the litigation in Bulgaria where witnesses and experts appointed by the court may be questioned by the judge and the parties. Once the judge decides that all
facts on the case of the litigation in Bulgaria are clear, the parties present their final oral arguments, and the case is closed.
The judge renders the decision in close chambers and officially notifies the parties on its content. The first court instance of the litigation in Bulgaria may take one to three years depending on the complexity of the dispute.
The second instance court litigation in Bulgaria – the appealing court
Within two weeks after the notification for the first instance court decision in the litigation in Bulgaria the parties are entitled to appeal it before the second instance court.
Under certain conditions the panel of three judges may allow new written and oral evidence. This stage of court litigation in Bulgaria usually takes one and a half year.
The third (last) court instance litigation process – the Supreme Court of BG
The third final stage of court litigation in Bulgaria is the cassation stage, which in contrast to the previous stages is not applicable to all cases.
Both parties are entitled to file a cassation appeal, however, the Supreme Court of Cassation decides which cases will be heard depending on their subject matter and significance for the development of the law.
The cassation decision of the litigation in Bulgaria is mandatory not only for the parties but also for the judges when deciding on similar cases. This stage of court litigation in Bulgaria usually takes one and a half year.
Execution stage of court litigation in Bulgaria
The fourth and last stage of the court litigation in Bulgaria is the execution of the final decision on the case. A writt of execution shall be issued by the court, then public and private bailiffs are vested with enforcement powers.
In case the debtor does not pay voluntarily, the bailiff shall attach and sell its property (i.e. money in bank accounts, real estate assets, movables, etc.) until the final satisfaction of the creditor.
Execution tends to be more successful if the creditor has been granted interim relief prior or during the court litigation stages securing its claim in advance.
The criminal litigation in Bulgaria refers to the process of trying a criminal defendant in a court of law.
Criminal litigators come before the Bulgarian court in two varieties:
The first level is a criminal prosecution level, who present the government’s case against the defendant.
The criminal defense attorneys, who represent the interests of the defendant. Criminal & Defence Lawyer
Criminal prosecutors practice at either the state level or the federal level, while criminal defense attorneys generally maintain private practices or work as public defenders for the state or federal government.
Whether prosecutors or defense attorneys, criminal lawyers handle a wide variety of cases, from white-collar crime, violent crimes, sex crimes and drug trafficking, traffic offenses and misdemeanors.
Some concentrate on white-collar crime such as fraud, embezzlement and insider trading.
Providing legal assistance and protection against detention and arrest; Contesting detention;
Litigation, protection and assistance in the enforcement of detention measures “Detention on remand”, “Home arrest” and “Money guarantee”;
Providing legal assistance in criminal litigation process for protection and procedural representation of defendants at the stage of pre-trial proceedings;
Procedural representation in proceedings for early release, replacement of the regime for serving the sentence, interruption of the execution of the punishment;
Litigation, protection and assistance in European Arrest Warrant:
Procedural representation in the transfer of convicted persons, recognition of a foreign court verdict, international legal assistance in criminal cases;
The litigation court proceedings has been developed before the Bulgarian city courts,appealing level and Supreme cassation Court;
Criminal litigation in case resolution by concluding an agreement with the prosecutor’s office;
Criminal litigation in the discharge of criminal liability by imposing an administrative penalty;
Providing legal assistance, protection and assistance to victims of crime;
Providing legal assistance, protection and assistance to victims of traffic accidents, accidents at work and benefits;
Protection, assistance and assistance to witnesses summoned by law enforcement agencies (MoI) or pre-trial authorities and in the course of court proceedings;
Providing legal assistance, protection and assistance to an injured person in private-criminal cases – insult; defamation; slight bodily injury;
Providing legal assistance, protection and assistance in the face of police violence;
Our main activity as a criminal defence solicitors & criminal lawyers are following:
Participation in the conduct of investigative and judicial proceedings;
Assistance and assistance in the return of material evidence which has been seized during the investigation and return of the guarantees provided.
Finding the right solicitor is crucial to ensure you are guaranteed the best legal defence.
Our legal team is highly experienced working on first-class knowledge in both national and international criminal legal procedures.
Over the years we have gained a reputation as fierce and effective lawyers, defending clients in cases from road traffic offences to murder.
We operate at the cutting edge of the legal system and have large criminal practices in Bulgaria
We are doing the best legal service for client’s questions. Our law office has a good reputation for achieving the best outcomes for our clients.
Call our criminal Law lawyers for a quick information concerning your criminal case.
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The most common and most popular legal-organizational form for performing micro, small or even medium business in Bulgaria is Limited Liability Company. Through the registration of a company, usually a small number of partners of shares resources and efforts to carry out their business project.
But often different reasons, both objective and subjective, lead to situations in which one or more partners leave the company.
When leaving the company without the consent of the other partners, it is necessary to carry out and terminate the procedure of unilateral departure of the company. It is initiated by sending a notice under Art. 125, para. 2 and 3 Commercial Code. However, when leaving the company it is agreed and shared with the other partners, it is done by transferring the shares held to the other partners or to a third party with a contract.
Transfer company shares LLC Bulgaria, company lawyer Bulgaria, Transfer shares Bulgarian company, Purchase shares Limited company Bulgaria
The transfer of shares, even when the company is sole proprietor, should be distinguished from the transfer of a company and the transfer of an undertaking.
Shares, a company, and an enterprise are three differenmet concepts and three different object deals respectively. According to the Commercial Law, a company is the name under which the trader exercises his trade and is signed. The business firm may only be transferred with the enterprise but may be changed by the trader at its own discretion at any time.
The enterprise, for its part, represents a set of rights, obligations and factual relationships. The transfer of the enterprise (in whole or in part) is a transaction other than the transfer of the shares in the company.
The parties to the transfer agreement are the traders themselves (ET or companies) and the parties to the share transfer agreement are the owners of these shares (natural or legal person) and their purchaser (natural or legal person).
After transferring the property, the property rights (property, cars, belongings, inventory, receivables, debts, etc.) are transferred from one trader to another, whereas, after the transfer of shares, these assets remain the property of the same company. this company.
Transfer of shares from Bulgarian LLC
The transfer of shares is regulated in Art. 129 Commercial Code. When this transfer occurs between partners, it becomes free (unless otherwise provided in the Company Agreement). However, if the shares are transferred not to a third person or persons, it is necessary that the buyers apply for their admission to the company, which is considered by the General Meeting. Ie. the transfer of shares to outsiders is made by the will of the other partners. On the basis of the submitted application a General Meeting is convened, which votes and decides on the admission of a new partner in the company. The decision is taken by a multiple of ¾ of the capital, unless a larger majority is provided for in the company agreement. This decision is formed in a protocol, which (in view of amendments to Article 137 of the Commercial Code) should be with a notary certification of the signatures and the content.
If the General Meeting approves the planned shareholding, a share transfer contract is prepared. Shares can be transferred at both a nominal and an agreed (market) price – lower or higher. The contract is notarized on both the signatures and the content.
Changes in the Commerce Act since the end of 2017 have also introduced a new requirement for the transfer of shares – whether between partners or outsiders. The new requirements were included in Art. 129 of the Commercial Code.
According to them, for the transfer of the shares, the company should have no outstanding salaries, indemnities and compulsory social security contributions of the employees, including employees, whose employment relationship was terminated within three years prior to the transfer of the shareholding.
However, it has not been clear from the changes what document the fulfilment of this requirement is, and the changes that have been made so far should be further modified to clarify the procedure.
Thus, in mid-February 2018, the law was supplemented, that in the Commercial Register, declarations in a form drawn up by the Company Manager and the transferor of the shares are submitted that the company has no outstanding and outstanding obligations of this kind. A model for such a declaration shall be drawn up by the Minister of Justice and the Minister of Labor and Social Policy.
After application of the declarations, the transfer of the shares is entered in the Commercial Register, but the Registry Agency is obliged to immediately inform the Executive Department “Main Labour Agency”, which can verify the authenticity of the declared facts. In the event that discrepancies between the declared circumstances and the reality are found, GI EA notifies the Prosecutor’s Office of the possible involvement of the pshareively responsible detractors. that the company has no outstanding and outstanding obligations of this kind.
A model for such a declaration shall be drawn up by the Minister of Justice and the Minister of Labor and Social Policy.
After application of the declarations, the transfer of the shares is entered in the Commercial Register, but the Registry Agency is obliged to immediately inform the Executive Department “Main Labour Agency”, which can verify the authenticity of the declared facts. In the event that discrepancies between the declared circumstances and the reality are found, GI EA notifies the Prosecutor’s Office of the possible involvement of the pshareively responsible detractors. that the company has no outstanding and outstanding obligations of this kind. A model for such a declaration shall be drawn up by the Minister of Justice and the Minister of Labor and Social Policy. After application of the declarations, the transfer of the shares is entered in the Commercial Register, but the Registry Agency is obliged to immediately inform the Executive Department “Main Labour Agency”, which can verify the authenticity of the declared facts. In the event that discrepancies between the declared circumstances and the reality are found, Executive Department “Main Labour Agency”, notifies the Prosecutor’s Office of the possible involvement of the pshareively responsible detractors. but the Registry Agency is obliged to immediately notify the IA “GLP”, which can verify the authenticity of the declared facts. In the event that discrepancies between the declared circumstances and the reality are found, GI EA notifies the Prosecutor’s Office of the possible involvement of the pshareively responsible detractors. but the Registry Agency is obliged to immediately notify the IA “GLP”, which can verify the authenticity of the declared facts. In the event that discrepancies between the declared circumstances and the reality are found, GI EA notifies the Prosecutor’s Office of the possible involvement of the pshareively responsible detractors.
After the shares are transferred, a new general meeting is convened, in which the new owners – who have acquired the quality of partners – participate. At that meeting a decision is taken to accept and sign a new company contract and to enter the changes in the Commercial Register. Other decisions can also be taken at this meeting (seat, address of management, company, etc.). If the old partner was also a manager (except a partner), and if the new manager is also planned, a decision is made at that meeting to release the old and appoint the new partner as manager.
Entry in the Commercial Register is made by submitting an application Form A4, which is signed and deposited by the manager of the company. The law lacks the empowerment of the old shareholder who has ceased participating in the company, if he is not a manager; declare the entry of the change. The record of the new manager shall also be accompanied by documents related to this quality (specimen, declarations, etc.). Adoption of a new partner has effect vis-à-vis third parties from its entry in the Commercial Register.
Transfer of shares from Bulgarian LLC
A particular feature of the transfer of shares in such a company is that the owner is a single person. That’s why the only partner is called the sole owner of the capital. This sole proprietor can transfer all or part of its shares. In the second case, the company will be transformed into OOD.
For the transfer, a decision of the sole proprietor is required, which is reflected in a notarized record. Following is the conclusion of a contract for the sale of the shares, which is also certified notary. In the case of transfer of shares in EOOD no applications for the admission of a new partner are prepared and submitted as a party to the share transfer contract is the sole shareholder in the company. However,the requirements of Art. 129, para. 2 Commercial Code for lack of obligations are valid here as well.
After the transfer of the shares, the new sole owner takes a decision on the dismissal and appointment of a manager, the adoption of a new instrument of incorporation, as well as other changes upon request. If the sole proprietor transfers only part of his shares, these decisions are taken by all the partners.
Nature and characteristics of the transfer
With the transfer of shares, in practice, the membership of the company is transferred and its personnel is changed. Both membership rights and obligations, including non-material ones, are transferred. The transfer may only take place if the shares sold are not apprehended for the obligations of the owner and the divestment is entered in the TP. The transfer itself can take the form of a sale or sale, but it can also be shaped like a donation, a replacement, a contribution, etc. If the case vendor has not paid in full its share contribution, 130 and both parties to the transaction are jointly and severally liable for this outstanding obligation. Shares may be held in joint ownership (one share is sold to several persons), unless the Company Agreement prohibits this. Theoretically, where shares are held in joint ownership by several individuals, it is possible to transfer an ideal part of the share – Art. 132 ТЗ.
In order to carry out the procedure and record the transfer to the Commercial Register, different fees are payable. All notarial certification of the signatures and the content of the documents applied shall be paid in accordance with the Tariff of Notary Fees to the LIND.
Bulgarian travel agency or tour operator businesses can be conducted only by Bulgarian companies that are listed in the Register of Tour Operators and Travel Agents, part of Bulgarian National Tourism Register. The registration is made with the Ministry of Economy, Energy and Tourism upon filing an application by the candidate together with a number of documents confirming that the applicant matches the criteria specified in Bulgarian Tourism Act and sub delegated legislation. Below we have summarized some of the basic registration requirements prescribed in Bulgarian Laws.
To begin with, those who want to be listed as Bulgarian tour operators and / or travel agencies must be:
Either merchants (Bulgarian companies) registered as per Bulgarian Commercial Act or
Legal entities entitled to conduct business under any other law of an EU member state country or another country within the European Economic Area
Any of the above two categories have the opportunity to register as full-service providers or online providers of tour operator or travel agency / tour operator services. The second option is relatively easier. Tour operators and agents that offer only online services benefit from a simpler registration regime and fewer application documents for their listing.
Generally the requirements can be classified in 5 groups:
Requirements to the professional qualification, education and experience of the person who will manage the Bulgarian tour operator or tourist agent activity; Requirements to the staff – education, language skills and work experience; Requirements to the premises (front office) where the business will be physically conducted; Requirements related to the insurance of the tour operator / tour agent in Bulgaria;
Additionally to the above, the applicant must show proof that it is not under a liquidation or insolvency procedure; it has not operated as a tour operator or travel agent without a license for the last 12 months; its certificate for registration has not been cancelled for the last 12 months.
Carrying out tour operator or travel agent activity without a certificate for registration is considered an administrative offense and is subject to fines ranging from BGN 500 to BGN 20 000.
With our service we for tour operator, touristic agency:
We will complete the registration procedure for your new company as a tour operator and / or travel agent for you. • We will prepare, fill in and submit the necessary documentation for your company registration in the Tour Operator Register and Travel Agents. • We will provide appropriate training and qualification for your staff if you need them. • We will save you valuable time, and with our knowledge and skills we will carry out the entire registration procedure of a tour operator / travel agent in the Register of Tour Operators and Travel Agents for you at moderate competitive prices.
The operation of the registration and the registration certificate is indefinite.
Registered persons are issued a registration certificate, which is placed in a prominent position on the tourist site.
The tourist voucher is issued for domestic and outbound tourism only by a registered tour operator.
The tourist voucher can be provided to the tourist and travel agent only in the name and on behalf of a registered tour operator.
The travel agent is not allowed to issue his / her own tourist voucher.
If you have any queries or ambiguities regarding the registration of a tour operator or travel agent, contact the team through the ONLINE CONSULTATION form and ask your question.
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The dynamics of modern business relations can make you aware of the necessity of doing business in different settlements. If you have such a need, you are generally faced with three options for doing business:
A) register individual “subsidiaries” of trading companies and through them to carry out your business. With this option new companies are emerging and they have separate business enterprises. The common between them is in the owner who owns them, but in the case of third parties they are completely independent subjects;
B) to disclose retail outlets (warehouses, shops, etc.) in the different settlements, without creating new companies and operating in them. In this situation, no new legal entity emerges – a company, the trader himself engages in legal relationships with third parties. Commercial sites are fully subordinate and dependent on the trader;
B) register a branch through which to separate the performance of part of your activity in a settlement other than that in which your company has its registered office.
The branch is a legal-organizational form for carrying out a business activity in which a trader (firm), through a relative separation of part of its activity, carries it out in a settlement other than that in which its seat is located.
In the internal relations, the branch is dependent on the trader and this dependence is manifested in different directions, for example in:
A) the lack of an independent firm, and the branch company includes the trader’s firm and the branch add-on;
(B) the branch is part of the trader’s business (and, if transferred, the branch is transferred). In disputes arising out of a direct relationship with a branch, claims are brought against the firm (as may be done at the headquarters of the branch);
B) the termination of the trader also leads to the termination of the branch (the same applies when the bankruptcy is declared);
D) the branch does not compile a stand-alone balance – the branch leads commercial books as a sole trader without compiling a separate balance sheet. (Branches of legal persons who are not traders within the meaning of this law, and the branches of foreign persons also compose a balance sheet).
Registration of a branch
Branch registration is the result of the following procedure, which includes:
1. decision on the establishment of a branch;
2. election of a branch manager;
3. Entry in the Commercial Register (TP).
The decision to register a branch is taken by the competent corporate body under the rules of the relevant commercial company:
The decision should contain a clear intention to establish a branch and its headquarters, address of management, subject of activity, manner of management.
The manager of the branch is chosen by the authority competent to decide on the establishment of a branch. The decision of election also determines the volume of its representative power. The relationship with the manager of a branch should be settled by a management contract specifying the rights and obligations of the manager. Upon the registration of the branch, the manager must present a notarized consent to be a manager and a specimen of his signature.
Upon registration of a branch of a foreign trader in the TP, the following are attached:
1. the document establishing the existence of the foreign person (if he is a legal person), his right to trade under his national law, the name of the persons representing the foreign trader according to the register in which he is registered (if any); the way of representation;
2. the decision of the foreign trader (firm) to open a branch;
3. if the subject of activity of the foreign trader’s branch is subject to an authorization regime, the relevant license or permit shall apply;
4. the memorandum, the contract or the statutes of the foreign trader containing all amendments at the moment of filing the application for registration of the foreign merchant branch as well as a copy of the instrument of incorporation, the contract or the statutes of the foreign trader in which the personal data , other than those required by law, are deleted;
5. the authority with a notarized signature of the person who manages the branch of the foreign trader (firm);
6. the notarized consent and the specimen of the signature of the person managing the branch of the foreign trader;
7. the document (diploma, certificate of the BNB, etc.) for the professional qualification or the capacity of the manager / managers according to the requirements of a law;
8.other documents as required by law.
All documents for the registration of a branch of a Bulgarian or a foreign company are filed in the Commercial Register in Bulgarian. Documents may also be presented in any of the official languages of the European Union. In this case, the documents shall be submitted together with a translation into Bulgarian. The translation of official documents is done by an interpreter to a company that has signed a contract with the Ministry of Foreign Affairs, on the grounds of Art. 2a, para. 2 of the Regulations on Legalizations,
Certification and Translation of Documents and Other Papers. The fact that the translator was registered with a company that had signed a contract with the Ministry of Foreign Affairs, shall be certified by the Ministry of Foreign Affairs with the signature of the translator or an explicit certificate together with a statement by the translator that he has not been removed from the list at the Ministry of Foreign Affairs.
In the event of a discrepancy between the text of the document and the translation into Bulgarian, the translation is in Bulgarian.
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Change in the manner of management and representation or change of the person (s) representing the company
A change in the management of a company may occur when two or more persons are elected in the place of a manager to represent and manage the company together or separately, as well as the appointment of a procurator.
I. In the Commercial Law an option is provided by the manager of the company aloneto request it to be removed from the Commercial Register by giving written notice to the company.
Within one month of receipt of the notification, the company must declare its release in the Commercial Register for entry.
If the company does not do so, the manager may himself file for registration the fact that is entered, whether or not another person is elected in his place. In a nutshell, in order for the manager or the liquidator to declare the deletion alone, the law provided for the existence of two prerequisites – the manager / liquidator / requested the deletion by written notification to the company and the company had not declared its deletion in within one month of receipt of the notification.
The second and more frequent reason for change of manager in OOD is
Election of a new governor after the expiry of the mandate of the old governor or
Withdrawal of the manager’s authorization at any time during his term of office,
Resignition of the manager.
Empowerment of the manager may be withdrawn at any time and his name deleted from the commercial register.
The freedom of the general assembly to free the governor at any time, respectively to elect a new governor, is imperatively regulated by the legislator, and it results from the free withdrawal of empowerment (including empowerment).
There is a complete correspondence between the possibility of the general meeting of the company to withdraw the authorization of the manager / for the dismissal of the manager / as provided in Art. 141, para. 5 of the Commercial Act, the unilateral withdrawal of the manager, with a written notification to the company. The possibility of a free change of the manager is related to the fact that the legislator did not introduce grounds for the dismissal of the manager.
Even in cases where such a foundation is provided in the company agreement, they could not overcome imperatively the art. 141, para. 4 of the CG freedom of the General Assembly to withdraw the authorization, but such grounds would have significance in the search of the manager’s responsibility.
The change of the manager of the company should be entered in the Commercial Register.
Upon the change of the current manager, it is necessary to conclude a new written contract for the assignment of the management on behalf of the company, also the general meeting must take a decision to amend the company contract if the management and representation of the company change are the essential elements of the contract.
This decision must be taken by a majority of more than three-quarters of the capital unless a majority of the company’s agreement is provided.
The decision shall be drawn up with a notary authentication of the signatures and the contents made at the same time, unless a written agreement is provided in the Articles of Association.
The decision shall be entered in the record book. In LLC, a change in the way of management most often means assigning the management of EOOD to a procurator, but it is possible to appoint a governor if the constitutive act does not exclude the possibility of appointing a third party manager.
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International Law Office D.Vladimirov & Partners | Lawyers | Address: 6 Alexander Zhendov Street, 1113 Sofia, Bulgaria Mobile Phone: +359 897 90 43 91 | Fax: +359 2 858 10 25 | Email: firstname.lastname@example.org
The Law Firm represents clients throughout Bulgaria, including the cities of Sofia, Plovdiv, Varna, Burgas, Rousse, Stara Zagora, Pleven, Yablanitsa and etc.
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