1. Which law is applicable to the legal capacity and right of representation of a legal entity?
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COMMERCE ACT
With regard to the object of activity of Public Limited Companies - INSURANCE CODE, CREDIT INSTITUTIONS ACT, SPECIAL INVESTMENT COMPANIES ACT
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With regard to the object of activity of Public Limited Companies - INSURANCE CODE, CREDIT INSTITUTIONS ACT, SPECIAL INVESTMENT COMPANIES ACT
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2. What criteria/rules are used to determine the applicable law (for example the law of incorporation or the actual seat)?
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Jurisdiction
Art. 20 Commerce Act. Actions based on disputes arising from a direct relationship with a branch may be brought against the merchant also at the seat of the branch.
Code of private international law, Art. 4:
(1) The international competence of the Bulgarian courts and of other bodies exists, if:
1. the defendant has a habitual residence, seat as per his Articles of association or a place of actual management in the Republic of Bulgaria;
2. the claimant or the petitioner is a Bulgarian citizen or is a legal person registered in the Republic of Bulgaria.
(2) Claims against a legal person, where the dispute has arisen from direct relations with a branch of that legal person, may be brought before the Bulgarian courts, if the branch is registered in the Republic of Bulgaria.
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Art. 20 Commerce Act. Actions based on disputes arising from a direct relationship with a branch may be brought against the merchant also at the seat of the branch.
Code of private international law, Art. 4:
(1) The international competence of the Bulgarian courts and of other bodies exists, if:
1. the defendant has a habitual residence, seat as per his Articles of association or a place of actual management in the Republic of Bulgaria;
2. the claimant or the petitioner is a Bulgarian citizen or is a legal person registered in the Republic of Bulgaria.
(2) Claims against a legal person, where the dispute has arisen from direct relations with a branch of that legal person, may be brought before the Bulgarian courts, if the branch is registered in the Republic of Bulgaria.
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3. Which international conventions have to be respected?
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Bulgaria is a Member State of the EU and, as such, is bound by the acts issued under European legislation and conventions concluded between the EU and third parties.
The Montreal Convention 1999, the Convention on the Contract for the International Carriage of Goods by Road, the Convention concerning International Carriage by Rail (COTIF), the Budapest Convention on the Contract for the Carriage of Goods by Inland Waterway (CMNI).
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The Montreal Convention 1999, the Convention on the Contract for the International Carriage of Goods by Road, the Convention concerning International Carriage by Rail (COTIF), the Budapest Convention on the Contract for the Carriage of Goods by Inland Waterway (CMNI).
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4. Are there international conventions with regard to certain countries?
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No data available yet.
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5. Are all companies registered in a public register? What are the effects of registration? (please add a link to the register, if possible)
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Yes - constitutive effect.
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6. Does a foreign company have to be registered in your public company register?
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The Commercial Register and the non-profit legal entities register shall be a common electronic database containing the circumstances entered and acts disclosed by law concerning traders and branches of foreign traders, non-profit legal entities and branches of foreign non-profit legal entities.
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7. Who has the legal right of representation of a legal entity?
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LIMITED LIABILITY COMPANY - The company contract shall state the management and manner of representation. The manager shall organise and direct the activities of the company in accordance with the law and the general meeting resolutions. The company shall be represented by the manager. Where several managers have been appointed, each one of them may act independently, unless the company contract provides otherwise. Other restrictions of the representative authority of the manager shall not have effect in respect of third parties.
PUBLIC LIMITED COMPANIES - the members of the board of directors, or of the managing board as the case may be, shall represent the company collectively, unless otherwise provided by the statutes. The board of directors, or, as the case may be, the managing board subject to approval by the supervisory board, may delegate authority to one or several of its members to represent the company. The authority so delegated may be withdrawn at any time.
The names of the authorised representatives shall be registered in the commercial register. For registration they shall present notarised signatures.
Restrictions on the representative authority of the board of directors, of the managing board and of the persons authorised by them according to Para 2 shall have no effect towards third parties and shall not be published in the commercial register.
The authorisation and the withdrawal thereof shall be binding upon bona fide third parties after registration.
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PUBLIC LIMITED COMPANIES - the members of the board of directors, or of the managing board as the case may be, shall represent the company collectively, unless otherwise provided by the statutes. The board of directors, or, as the case may be, the managing board subject to approval by the supervisory board, may delegate authority to one or several of its members to represent the company. The authority so delegated may be withdrawn at any time.
The names of the authorised representatives shall be registered in the commercial register. For registration they shall present notarised signatures.
Restrictions on the representative authority of the board of directors, of the managing board and of the persons authorised by them according to Para 2 shall have no effect towards third parties and shall not be published in the commercial register.
The authorisation and the withdrawal thereof shall be binding upon bona fide third parties after registration.
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8. Must the right of representation be registered (if yes, please add a link to the register, if possible)?
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The name of the manager, who shall present a notary certified consent with a specimen of the signature, shall be entered in the commercial register.
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9. If the right of representation must be registered, what legal effect does the registration have with respect to third parties?
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Constitutive effect.
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10. May the rights of the legal representative be restricted? If yes, please explain how (e.g. by laws or the articles of association)?
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See question 7.
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11. Does that restriction have any legal effect towards third persons?
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See question 7.
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12. How can the representative prove the right of representation (e.g. extract in paper from the registry certified by some authorities, extract from public registry)?
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Certificate of Incumbency.
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13. Are there any circumstances where the transactions entered into by the legal representative of a company are considered not binding on the company (e.g. for a valid transaction should there be a decision or consent of the shareholders, supervisory body)? If yes, please explain.
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LIMITED LIABILITY COMPANY - The company shall be represented by the manager. Where several managers have been appointed, each one of them may act independently, unless the company contract provides otherwise. Other restrictions on the representative authority of the manager shall not have effect in respect of third parties.
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14. Is it possible to verify the right of representation by digital means from the register? Please indicate the source and in which language the inquiries should be conducted.
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15. When anti-money laundering measures are applied, how are the beneficial owners of a legal entity registered in your country identified? Would there be different possibilities for professionals from other countries to identify the beneficial owners? Please indicate the source and in which language the inquiries should be conducted.
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The Bulgarian Measures against Money Laundering Act (the “AML Act”) establishes the obligation for all legal entities, including newly established companies, to register their ultimate beneficial owner/s with public registries. Companies whose beneficial owners are physical persons registered as shareholders in the commercial register are exempt from the obligation to submit the special declaration regarding beneficial owners.
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