Property of a non-reregistered company

Property of a non-reregistered company

Because of the increased number of requests from clients-owners of non-reregistered companies received by our law office we decided that it would be a good idea to write an explanation about re-registration of companies.

After entering of the Commercial Law into force till 31 of December 2011 all companies already registered at the Commercial Departments of District Courts of the Republic of Bulgaria were obliged to re-register at the newly created Commercial Register.

This article concerns only companies that were not re-registered.

According to the §5d. (4) of Transitional and Final Provisions of the LAW OF COMMERCIAL REGISTER AND REGISTER OF NON-PROFIT LEGAL ENTITIES: “Trade companies and cooperatives with terminated activity that were not re-registered as of January 31, 2017 are considered to be deleted”. The official liquidation must be verified by obtaining of a Certificate from the relevant District Court. The consequence of this liquidation is that the company does not actually exist.

However, when speaking about a company that has some property, such liquidation raises the question about the assets of the liquidated company. The owners of a non-reregistered and already liquidated company want to settle the issue about the ownership right over the assets of the company. The answer to this question is given in §5. (5), but namely: “In case a trader under par. 4 owns some property, the persons under § 5a, para. 2 can submit an application about liquidation even after this term under the art. 273, para. 2 of the Commerce Law, but not later than 31 December 2022”. In other words, not later than December 31, 2022 owners of such companies may start a process of liquidation at the Commercial Register following the procedure and requirements of the Commercial Law, as during this process they can settle the issue with the assets of the non-reregistered company.

They have to prepare a set of documents and to submit those to the Commercial Register along with documents proving that the company that was deleted by the District Court owns some property. The officer of the Register will request the official documents of the non-reregistered company from the relevant District Court and after checking the documents provided by the applicant the officer will perform re-registration of the trader, issue an act about appointment of a liquidator and will enter the circumstances about the liquidation of the non-reregistered company at the Commercial Register. After this re-registration the property can be settled and the procedure ends with erasing of the company from the Commercial Register.

We should note that according to the § 2b of the DECREE NO 1 OF FEBRUARY 14, 2007 ABOUT KEEPING, STORING AND ACCESSING THE COMMERCIAL REGISTER AND REGISTER OF NON-PROFIT LEGAL ENTITIES it is possible the procedure to be performed by the liquidator appointed by the officer of the Register, as the officer can also determine the monthly remuneration of the liquidator. All the expenses for the liquidation should be paid by the company.

Very often the property of such companies represents immovable property, and the issue regarding the ownership right over such real estate assets can be settled only through the above described procedure.

Everything said above leads us to the conclusion that all non-reregistered companies that own some assets will be able to settle the issue of ownership over such assets until 31.12.2022.

If you need assistance for performing of the above described procedure or if you have any questions you can contact us at:

The present article does not represent a legal advice but a general theoretical essay on a specific legal issue. ID Law office is not liable in case of a misunderstanding of the information provided in this article. 

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