Bearer shares to be transformed in registered shares until 23 July 2019

The change affects the joint stock companies and their shareholders, as well as the creditors with collateral or injunction on bearer shares.

In less than two months the joint-stock companies registered in Bulgaria are to comply with the amendment of the Commercial Law of 23 October 2019, which revokes the option to structure the capital of such companies in bearer shares as a measure to allow for the identification of the shareholder as a part of the EU initiative to prevent terrorism financing.

By 23 July 2019 these companies are to undertake the necessary changes to their AoA, invalidate the bearer shares/interim certificates issued and to replace them with registered shares, recording them in shareholder books, as well as to have the transformation noted in the Trade Register. In case of failure to comply in time, these company risk liquidation by the court.

Respectively, holders of bearer shares or such interim certificates are to address the company within that term and have their shares transformed into registered shares. Otherwise, the bearer shares will be invalidated by the company and the payments made for such shares will be reimbursed by the company upon demand within 6 months, but in any case, not later than 5 years after the invalidation.

Creditors with collateral in bearer shares or the respective interim certificates also are to undertake the necessary measures to have them transformed to keep their collateral valid and enforceable.