The commercial register in Bulgaria
In connection with the EU admittance in 2007, a uniform commercial register has been introduced in Bulgaria. The execution of the registration has been taken from the courts and is now independently regulated by the law of the commercial register. Since then, the regulations regarding the registration procedure are no longer part of the Bulgarian commercial code. Due to its importance to the public, this procedure will be commented shortly.
The commercial register permits the accessibility of the merchant’s legal situation to the public. This fact is guaranteed by the merchant’s obligation to publish the circumstances defined by the Commercial Code in the commercial register which is regulated by public law. With this, the legal interests of third parties and of the merchant himself are protected.
According to Article 4 of the law of the commercial code, all merchants, branches of foreign merchants and the related circumstances must be recorded into the commercial register. Circumstances that must be recorded into the commercial register are listed in the commercial code. All other circumstances that are recorded into the commercial register have no legal significance – meaning that with their publication these circumstances do not become legally effective, that they may not be set against third parties and that no one may refer to them.
The merchant is (according to Article 6 of the commercial code) obligated to record relative circumstances into the commercial register. In certain cases, managers and other legally defined persons may apply for the registration. According to Article 6 (2) of the Commercial Code, the application for registration into the commercial register must be issued 7 days after the occurrence of the relative circumstance.
The registration into the commercial register has the following four effects regarding the commerce:
- Effect of declaration – the publication in the commercial register constitutes the presumption that the published circumstances are known to third parties (presumption of knowledge). According to Article 7 of the Commercial Code, it is legally presumed that the circumstances got known to third parties with their publication. This provision states as well that the registration into the commercial register becomes effective only 15 days after the registration against third parties that could not take notice of it.
- Constitutive effect – in accordance with the commercial law, the registration into the commercial register becomes legally effective only if it is provided by law. Upon revision this means that the circumstance that is subject to publication is not effective until its registration.
- Positive publicity – the registration into the commercial register has evidential value and is presumed to be true even if actually it is incorrect or inexistent. Everyone may rely on the registration and refer to it.
- Negative publicity – circumstances that are not recorded into or published in the commercial register are deemed as inexistent.