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Varadinov & Co.
Legal Bulletin

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State Gazette, issue 86/October 18th, 2018
Speeding up deadlines and increasing transparency by simplifying procedures, limiting abusive appeals and electronic switching are aimed at recent changes to the Public Procurement Act. The scope of assignment is extended to a specific case in which public funds are directly financed by more than 50 construction activities. The same approach is also applied when extending the possibility of direct contracting. A Principal Budget Authorizing Officer will be able to award public procurement for the needs of its lesser budget managers, even though they are sole contractors. Candidates and participants shall be informed of the contracting authority’s decisions within three days of their issue by communicating their user profiles in a centralized electronic platform to which the relevant decision has been attached. The decision is deemed to have been served since the receipt of the profile message, which is certified by the platform by electronic time stamping. Employers are required to maintain a buyer profile, which ensures the publicity of a wide range of information in the form of an electronic file. When the documents are published, the information in respect of which the participants have legitimately invoked confidentiality regarding the existence of business secrets and information that is protected by law is deleted. Instead of the deleted information, the reason for the deletion shall be indicated.
By publishing the buyer profile documents, it is assumed that the interested persons, candidates and / or participants are informed of the circumstances reflected in them, unless otherwise provided for in this Act. A special order for assignment is introduced through the centralized electronic platform. By way of exception, contracting entities may not require the use of the platform when preparing and / or submitting tenders where, due to the special nature of the procurement, the use of specific tools and devices or file formats supported by applications that are not universally accessible and may not be provided to the contracting authority for download or remote use, including when included in a licensing scheme. The rules for electronic auctions are also refined. The obligation to conclude a contract under a framework agreement defining all conditions fails to require the contracting entity to request from the participant current documents certifying the lack of grounds for removal from the procedure and compliance with the selection criteria.
Where a public contract is divided into lots, an appeal against a decision, action or omission by the contracting authority, including against the decision to designate a contractor, shall not suspend the award procedure for those lots which are not covered by the the challenge. The enforced court decisions shall not be subject to revocation pursuant to Art. 237-249 of the Administrative Procedure Code. The orders and the definitions of the Commission for Protection of Competition shall be subject to appeal before a three-member panel of the Supreme Administrative Court within three days after their notification to the parties. The court shall adjudicate in a closed session within 14 days from the initiation of the proceedings in the private appeal. The time limit for eliminating the irregularity of the private complaint before the Supreme Administrative Court is three days from the receipt of the communication, and the provisions of chapter thirteen of the APC are applied for outstanding issues concerning the procedure for the private appeal. Proceedings before the Supreme Administrative Court on private appeals submitted until the promulgation of this law are completed under the previous order and, in view of the envisaged electronicisation and the establishment of secondary legislation, the entry into force of the relevant provisions is postponed until 1 March 2019.

State Gazette, issue 88/October 23rd, 2018
Implementation of the requirements of the European Parliament and Council Directive (EU) 2015/849 of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering and terrorist financing, are amending the Commerce Act, which abolish the shares of bearer. Their gradual replacement with registered shares aims at transparency of capital assets and avoidance of frauds in the financial and corporate sector. Shares of bearer shares or temporary replacement certificates issued prior to the entry into effect of the changes shall be replaced by registered shares. Within nine months of the entry into force of this Act, companies that have issued bearer shares or temporary replacement certificates are required to amend their statutes by providing that their shares are registered, replace the bearer shares or the replacement temporary certificates with registered shares, begin to keep books for the shareholders, declare the changes to be registered and submit the amended statutes to the commercial register for announcement. Attached to the application is a validated current account statement from the shareholders’ book.
After the entry into force of the changes against temporary certificates entitling registered bearer shares, only registered shares are received. In the event that a shareholder fails to present the bearer shares or substitute temporary certificates in exchange within that period, the company shall cancel them. A shareholder whose bearer shares or temporary replacement certificates are invalidated shall have the right to claim from the company the equivalent of the contributions made within six months of becoming aware of it but no later than 5 years from the date of the cancellation. Creditors with a pledge of bearer shares or substitute temporary certificates shall carry out, within the term, the actions for the replacement of bearer shares, respectively replacing the replacement temporary affirmations with registered shares. Otherwise, the company cancels the shares of the bearer or the temporary certificates replacing them. In the exchange, the company notes on the registered share the stake according to the pledge creditor’s application and enters it in the shareholder’s book.
A pledgee or a distraint lender is liable for damages caused to the shareholder by culpability resulting from the cancellation of its shares or temporary replacement certificates or false recordings in connection with the pledge or seizure of the share exchange. Commercial companies, which do not fulfill their obligations to replace the shares of bearer with registered and have no pending proceedings on an application for registration of changes, shall be terminated by the order of art. 252, para. 1, item 4 - by decision of the court at the head office of the prosecutor’s claim. Within two months after the expiration of the period for substitution, the Registry Agency draws up a list of commercial companies that have not fulfilled their obligations and has no pending proceedings on an application for registration of changes. The list is sent to the prosecutor’s office for the filing of winding-up claims, subject to updating every 6 months. Sub-statutory acts are brought into line with changes within three months of their entry into force.

State Gazette, issue 90/October 30th, 2018
Extending state control over wholly or partially owned properties owned by it provides for changes to the State Property Act. Does the requirement to dispose of state property - private state property on the basis of property valuations carried out by an independent appraiser through sale, exchange, partition, free or gratuitous establishment of limited rights in rem, and through the contribution to the capital of commercial companies, if the state is the sole owner of the capital. Assignment of property and belongings - private state property to the capital of commercial companies based on a decision of the Council of Ministers will be done in compliance with the state aid rules and not under the terms and conditions of the Public-Private Partnership Act as it has been so far. The possibility of companies with more than 50 percents state participation in the capital to cease or to participate in commercial companies whose capital is not entirely their property is also eliminated.
Advice on state property or property which is not a detached part owned by a commercial company shall be carried out following a decision of the Council of Ministers upon proposal of the body exercising the ownership rights in the capital of the company. Apport can only be done in a commercial company in which the sole owner of the capital is a state-owned company, as well as in a company in which the company owns a part of the capital and the remaining share in the capital is state or municipal. An aport can also be made at the establishment of such commercial companies.