The shares of the Bulgarian joint-stock companies and limited partnerships with shares should be only registered, i.e. issued to a specific natural or legal entity, but no longer to bearer shares as of 23.10.2018.

The change is introduced in relation to the European Parliament and Council Directive on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing.

Within nine months term, which expires on the 23.07.2019 all companies that have issued bearer shares or interim certificates for such shares are required to:

• amend their statutes by providing that their shares are registered only,
• replace the bearer shares or the interim certificates for such shares with registered shares,
• start keeping shareholders books,
• declare the changes into the Commercial Register and submit their amended statutes for announcement, enclosing a certified current account statement from the shareholders book.

In the event that a shareholder fails to submit its bearer’s shares/ interim certificates for such shares for exchange, the company should annul it. The shareholder is entitled to ask the company to pay the equivalent of the contributions made by the shareholder for the shares.

Companies that fail to meet their obligations in due time will be closed by the court upon prosecution’s claim.

Please note that this news is current as of 25.10.2018 and each case is strictly individual. This news is for information purposes only and does not constitute specific legal advice. Therefore, before you take specific action, and if we have not been able to answer all your questions, we recommend that you contact us and we will be happy to assist you. Every first consultation with us is completely free!