Back

Amendments in the Commerce Act dated October 23, 2018

Amendments in the Commerce Act (“CA”) were promulgated in SG, issue 88 dated October 23, 2018, by which the requirements 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 were introduced. 

With adopted amendments the issuance of bearer shares by the joint stock companies was discontinued. 

The issued bearer shares or temporary certificates up to the date of the entering of the Act into force shall be replaced with registered shares.  

Within 9-month term as of the entering into force of the Act, the companies with bearer shares or temporary certificates are obliged to amend their articles of association providing that the bearer shares or temporary certificates shall be replaced with registered shares, shall maintain books of shareholders and shall registered their articles of association, together with certified copy of the current book of shareholders with the Commercial Register. 

In case a shareholder fails to provide his/hers bearer shares or temporary certificates within the 9-month term, the company shall invalidate the same. A shareholder with invalidated bearer shares or temporary certificates shall be entitled to request payment of their value at the amount of the made instalments from the company, within 6-month term as of the invalidation but not later than 5 years as of the date of invalidation. 

The commercial entities, which fail to perform their obligations hereinabove and do not have pending proceedings under an application for entering of changes, shall be terminated with a judgment of the court at their registered address initiated with a claim of the prosecutor office.  

The adopted amendments shall enter into force on the date of their promulgation in SG.