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Amendments in the Commerce Act

Amendments in the CA were promulgated in SG, issue 105 dated December 30th, 2016.

The adopted amendments in the CA are in regard to the transfer of an enterprise and company’s shares of the capital of a limited liability company, which shall be performed with notary certification of the signatures and the content of the contract, performed simultaneously – Art. 15 of the CA and Art. 129 of the CA.

A new para. 4 of Art. 137 of the CA was adopted, according to which for the adopted resolutions of the general meeting of a limited liability company on the following issues: admitting and expelling partners, giving consent on the transfer of a company share to a new partner; resolving on the increase or decrease of the registered capital; appointing a manager and resolving on the acquisition or alienation of real property and real rights therein, a protocol shall be prepared with performed notary certification of the signatures and the content, performed simultaneously.

It is envisaged that the articles of association may state that the written form of the above specified protocols shall be sufficient.

According to new para. 5 of Art. 137 of the CA the resolutions adopted in contradiction to the new regulations shall be void.

Amendments to para. 2 of Art. 608 of the CA were adopted, pursuant to which insolvency shall be presumed in case before the submitting of the application for initiating the insolvency proceeding, the trader has failed to file its annual financial statements for the last three years with the Commercial Register.

The institute of the Trustee Assistant has been introduced, as new Section IIa “Trustee Assistant” to Chapter Forty-Two “Authorities and Management of the Bankruptcy Estate” was adopted.

New Part Fifth “Proceedings on stabilization of the trader” to the CA was adopted. According to Art. 761 of Part Fifth to the CA, the proceeding on stabilization of the trader aims to prevent initiation of insolvency proceedings.

The adopted amendments entered into force 3 days after their promulgation in SG, excluding the amendments in regard to the proceedings on stabilization of the trader which shall enter into force as of 01/07/2017.