Bearer shares are replaced by Registered shares
According to the latest amendments to the Bulgarian Commerce Act (State Gazette No. 88/23.10.2018), which are in force as of 23 October 2018, issuing of bearer shares will not be possible anymore. Bearer shares or temporary certificates issued prior to the amendments are substituted by registered shares. The law gives 9 months to companies to make such substitution.
WHAT IS THE MAIN DIFFERENCE BETWEEN BOTH TYPES?
Until now, there were two types of shares in Bulgarian joint-stock companies: (i) registered shares, which provide the name of their first holder and (ii) bearer shares, which respectively do not provide the name of their first holder. Further, bearer shares were transferred by way of delivery, while registered shares are transferred by way of endorsement (unless additional restrictions are provided in the company’s statute). It was quite similar with regard to pledges on shares – the bearer shares had to be deposited in the possession of the pledgee, while the registered shares shall be endorsed and deposited in the possession of the pledgee.
This legislative amendment is made in order to identify the owner of the shares, since the change of ownership over bearer shares was very easy. Thus, there is no information in the Commercial Register about ownership over bearer shares.
WHAT ARE THE CONSEQUENCES?
In case a shareholder fails to submit/substitute their bearer shares or temporary certificates within the specified term, the company shall invalidate them. In such cases the respective shareholder is entitled to receive the amount equivalent to his/her contribution for the shares within 6 months as of knowing about the invalidation but not later than 5 years from the date of the invalidation.
After expiry of the 2 months after the deadline, the Registry Agency is authorized to send a list of companies, which have not met the requirements to the Prosecutor’s Office. This list will be updated every 6 months and will be sent back to the Prosecutor’s Office.
Companies which do not comply with the obligation to replace, respectively invalidate bearer shares will be subject to liquidation under a procedure initiated by the Prosecutor’s Office before the court where the seat of the company is located.
In addition, companies are obliged to keep up-to-date shareholders books and provide a copy of them to the Commercial Register. This is not a new requirement, however it may be time to consider whether your company keeps properly such books.
The amendments in the Commerce Act transpose the provisions of Directive (EU) 2015/849 OF the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC.