Автор: Mila Hincheva

INVALIDITY OF TRANSACTIONS IN THE BANKRUPTCY PROCEEDINGS

I. Relative Invalidity to Creditors In the bankruptcy proceedings:
Тhe possibility to ensure the preservation of the bankruptcy estate is provided in order to protect the interests of the creditors.
Art. 646 of the Commercial Law governs the institute of relative nullity of the following transactions vis-à-vis creditors, carried out after the date of opening of bankruptcy proceedings and and not under the procedure established in the proceedings:
1. performance of an obligation arising prior to the date of the decision on initiation of bankruptcy proceedings;

CONVERSION BY CHANGE OF THE LEGAL FORM

I. General regulations:
Commercial companies can be transformed by merger (incorporation), division, demerger and separation of a sole proprietorship, as well as by changing the legal form. (e.g. a limited liability company in a joint-stock company or vice versa) and unless the law provides otherwise, these companies can be of different form and type and nature.

At the time of the conversion, the partners or shareholders of the converting companies become partners or shareholders of one or more of the newly established and/or acquiring companies and the  shares acquired after the conversion must correspond to the value of the shares held before conversion.

EXECUTION ON THE ASSET «LIMITED LIABILITY COMPANY SHARE» AND CONSEQUENCES FOR THE COMPANY

I. The procedure in general
The corporate share represents a portion of ownership in the company, which corresponds to the title of ownership recognized to the shareholder subscribed in the capital. The fee represents the existence of an associative relationship, which includes patrimonial and non-patrimonial rights and duties (right to vote, right to participate in social affairs, etc.). The company shares can be transferred, by deed between vivos or mortis causa, and divided. In fact, the shares can also be enforced in favor of the owner's shareholder creditors. We focus on a case that recurs frequently, namely the execution on a share in LLC and the consequences for the company. According to art. 517, par. 1, of the Code of Civil Procedure, at the beginning of the implementation of the executive procedure, a title of execution is imposed on the share.

EXTRAJUDICIAL AGREEMENT WITH THE CREDITORS IN A BANKRUPTCY PROCEEDING

In the course of insolvency proceedings, the law enables the debtor to conclude an extrajudicial agreement with the creditors, which is a multilateral agreement between the debtor and all creditors with claims accepted in the proceedings.
The contract for the settlement of obligations may be concluded in any situation of the insolvency proceedings. The legal framework of this agreement is specified in Art. 740 of the Commercial Law, which reads as follows:

SPECIAL PLEDGE AND COMMERCIAL PLEDGE

The purpose of this article is to outline the main characteristics of two of the main types of guarantees in the field of commercial law — special and commercial pledge.
I. Special pledge.
This law is regulated in the Special Pledges Act (promulgated SG No. 100 of 22 November 1996). One of the main features is that the special pledge is always agreed, as the law does not regulate hypotheses in which it arises ex lege (ie by law). On the basis of a concluded contract for a special pledge, the pledge creditor may be satisfied preferably from the pledged property in case of non-fulfillment of the obligation secured by the pledge. The contract is unilateral, as it creates obligations for only one party — the pledgor.

DETERMINATION OF THE TIME LIMITS OF THE GUARANTEE’S LIABILITY ACCORDING TO THE INTERPRETATIVE DECISION №5 OF 21.01.2022 OF THE SCC

In view of the necessity to unify the case law and the proper application of the law in the field of guarantees and repayment of monetary debts, which is widely used in banking field and in many cases against guarantor debtors, the Supreme Court of Cassation issued an interpretative decision № 5 of 21.01. 2022 on the following question:

ENFORCEMENT OF PUBLIC RECEIVABLES IN CASE OF DEBTOR’S BANKRUPTCY

When declaring the debtor bankrupt, there are special rules for enforcement of public receivables, which are regulated in the Tax and Social Security Procedure Code  /TSSPC/. The procedure aims to indicate the priority of collection of public receivables in cases where, together with the initiated proceedings for enforcement under the TSSPC, insolvency proceedings are opened.

INVALIDITY OF A ESTABLISHED TRADE COMPANY

This article aims to focus on the procedure (and consequences) of declaring the establishment of a company invalid. The institute for invalidity of the establishment of a commercial company is regulated in art. 70 of the Commercial Law, which provides for the following:
‘The incorporation of a company shall be invalid only if one of the following infringements has been committed: there is no memorandum of association or it has not been drawn up in the form prescribed by law;

THE APPLICATION OF THE GREEN PASS IN THE PRISM OF THE CURRENT LEGISLATION FOR THE PERSONAL DATA PROTECTION

At European Union level, the COVID-19 Digital Certificate Regulation (Reg. (EU) 2021/953 of 14 June 2021) was adopted, which is directly applicable in all Member States from 1 July 2021 (it is set to be applied until 30 June 2022). Its aim is to ensure the free movement of citizens within the EU during the pandemic caused by COVID-19. The certificate provided for in the above Regulation contains an interoperable and machine-readable QR code, which must be provided on paper or digitally.

VOLUNTARY LEAVE OF A COMPANY BY A PARTNER

PROCEDURE AND DISPUTES CONCERNING THE AMOUNT OF THE CASE OF THE LEAVING PARTNER.
By virtue of Art. 125, para. 2 of the Commercial Law, it is possible that each partner voluntarily terminates his membership in a limited liability company by written notice of (at least) three months. The term starts from the moment the company receives the notification. The duration of the term is not regulated by law as mandatory and accordingly the company contract may provide for a longer different term.