Important amendments to the Commercial Law
On 22.12.2016, the National Assembly adopted on second reading the Act for Amendment and Supplement to the Commercial Law, which was promulgated on 30.12.2016.
The Act regulates the change of the legal form in carrying out certain transactions. The share of the capital of a limited liability company as well as the commercial enterprise shall be already transferred by a contract with notarized signatures and content carried out simultaneously.
The same form is also provided for the minutes of the general meeting of a limited liability company, when the general meeting adopts any of the following resolutions:
- admits and expels partners, gives consent on the transfer of an interest to a new partner;
- decides on the decrease or increase of the capital;
- appoints a manager;
- decides on the acquisition or alienation of real property and real rights over them.
The plain written form is permissible for the above mentioned resolutions when it is explicitly stipulated in the Memorandum of Association. The resolutions of the general meeting, adopted in breach of these rules are null and void.
A part of the adopted amendments are related to the insolvency regime. It is presumed that a trader is unable to fulfill due obligations when it has not submitted for announcement in the Commercial Register its annual financial statements for the recent three years. Insolvency is also presumed when the debtor has stopped the payments or when it has paid wholly or partially the receivables of only certain creditors. The insolvency of a trader is also presumed in the cases when in enforcement proceedings initiated for the implementation of an effective act, the creditor's receivable has remained wholly or partially unsatisfied within 6 months after the reception of the notice of voluntary compliance.
The Act regulates also the proceedings for stabilization of a trader, which aims to prevent the initiation of bankruptcy proceedings through an agreement between the trader and its creditors about the way of carrying out its duties that would lead to a continuance of the activity of the trader.
The adopted amendments entered into force on 03.01.2017 with the exception of the proceedings for stabilization of a trader, which shall enter into force in 6 months term.
