An interpretative decision on important issues concerning limited liability companies is expected

With an order of 06.03.2020, interpretative case № 1/2020 was instituted. The Commercial Chamber of the Supreme Court of Cassation (SCC) must answer eight questions on which there is a divergent practice. All of them are related to the inscription in the Commercial Register. In order to facilitate the court, the Supreme Bar Council (SBC) issued an opinion on each of the issues. Below will be considered some of the more interesting controversial points that stand before the judicial system of Bulgaria.

The first question is related to the procedure for termination of a sole owned limited liability company in case of death of the sole owner of the capital and inaction of his heirs.

According to SBC, in this case the company is terminated by right. The absence of a claim for the request of the dissolution of the company should be resolved by applying by analogy norms regulating similar cases, and not by the prosecutor.

The second issue is regarding the possibility of revoking a decision of the General Meeting to dismiss a manager, when previously he has been dismissed as a partner.

Here, SBC is firm that the already expelled partner may request the annulment of this decision.

Of particular interest is also question №5. It aims to resolve the controversial issue of erasure of a departed partner from the Commercial Register. In particular, can the departed partner himself declare the termination of his participation in a limited liability company when there is failure to do so by the company’s bodies?

SBC assumes that the departure of the partner is carried out with notice and the expiration of the term specified in it. The entry in the Commercial Register does not lead to legal consequences. The partner is considered to have left after the expiration of the notice period. He is therefore entitled to seek his deletion from the company’s account so that third parties can be aware of the change.

The Supreme Court of Cassation will decide on these and other matters, and we will continue to inform you about the development of the practice.

The news above is for information purposes only. It is not a (binding) legal advice. For a thorough understanding of the subjects covered and prior acting on any issue discussed we kindly recommend Readers consult Ilieva, Voutcheva & Co. Law Firm attorneys at law.