Commercial_law

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					                                    Commercial law


The medieval commercial law is law of the merchants. The persons who were parties
to commercial relations were only merchants belonging to a specific layer in society.
The Commercial law as a branch deals with the relations between merchants,
Company law, commercial transactions and bankruptcy. It is part of private law as it
uses the method of coordination although there are some administrative norms in this
field.
The main persons to commercial relations are companies, sole trader, co-operatives.


Company law
The companies pursue profit goal, that is why they are the main commercial person to
commercial relations. Bulgarian law establishes five types of companies –
Partnership, Komandite, Company Limited by shares (private company), Public
Limited Company, Komandite company with shares. There are no other possibilities
for creating other types of companies. The companies are juridical persons. These
companies must be registered in the commercial register and they are formed after the
registration. The commercial register is administered by the Ministry of justice, before
it used to be at the court system. It is electronic register. There is a presumption that
the facts entered into the commercial register really exist.
There are volunteer representatives of the commercial persons. It is not obligatory to
have one, the trader decides.
They are prokurist, commercial representative and commercial agent. The first two
are in subordinate position to the trader, the last is independent trader.


If somebody acts in the name of a trader and concludes a transaction with a third party
this transaction is valid if the trader does not oppose to it immediately after he gets
knowledge. This is illustration that sometimes silence is interpreted as consent.


Types of companies
a) There are personal and capital companies. In the personal companies the partners
are obliged to put personal efforts and work for the activity of the company. In the
capital companies they owe only subscription in money or other assets which have
money evaluation, the personal qualities are not of such importance. Personal are the
partnership and kommandite company. Capital are the private limited company,
public limited company and kommandite with shares.
b) Companies may be constituted by many members or by a single member. The latter
is allowed only for the private limited company and the public limited company.
c) the partners in a company may have limited liability or unlimited liability. In the
first case they are liable only to the extent of their share and in the second – full, with
their personal property as well.


In the Partnership the partners are liable without limit for all the debts of the
company. If a creditor can not be satisfied by the property of the company he can sue
any of the partners who is liable for the debts. That is why the company is usually a
closed one
In the Kommandite company there are two types of partners – ones who are liable
without limit (komplementares) and other who are liable to the limit of their share
(komanditistes).


In the private limited company the partners are with limited liability. The company
is liable with its total property, in this sense the company is with unlimited liability.
The private limited company is a capital company, because there is a requirement for
share capital of 5 leva. This sum of money or other material assets is a static one, it
does not come into play in the commercial life


Property and share capital – different notions. The company which forms capital is
obliged to subscribe the required capital in money or in material rights which have to
be assessed by experts. The capital is equal to the sum of all the shares. In the private
limited company the shares may have different size, in the public they are equal.
When the company starts running business a difference exists between the share
capital (which is a constant figure) and the property which is a dynamic figure and
changes every day. If the business is run well the property surpasses the share capital.
If not – the reverse. That is why the share capital does not give enough guarantees for
the creditors of the company. It is important to know the property. The so called “net
property” is the result of the assets with the extraction of the debts. When this figure
falls below the minimum of the sum required by law the manager is obliged to
convene general meeting.
Sole trader – he is physical person, he is liable for his debts with his personal
property. There is no juridical person. Whereas in a single-member private limited
company there is a juridical person and although the proprietor of the shares is one he
is not liable, but the company is.


Organs of the company
General meeting and manager. The general meeting takes decisions on the most
important for the company questions such as the lowering and upraising of the share
capital, reorganization of the company, expulsion of a member, etc. the manager is the
executive organ. He is responsible before the general meeting. The competence of the
general meeting and of the manager is defined in the Commercial statute and in the
articles of association. Certain limits may be imposed on the manager, but they have
only internal importance, in the relation with the company. They bind the company
and the third person. In the internal relation the company may impose liability for the
damages caused.


The public limited company requires minimum share capital of 50 000 leva. This is
not applied to banks and insurance companies. There are two systems for the organs
of the company. The common organ for both is the general meeting. The first is two-
tier system with management and control council. The one-tier system includes only
board of directors.




                                       Family law
Separate branch of law. It deals with relations between persons connected with
marriage, blood relationship and tutorship. Marriage under Bulgarian law is not a
contract, but an equal union between man and woman in order to create a family.
Preconditions for formation of marriage
1.Legal capacity attained at 18 years of age, exception – 16 years with the permission
of the chairman of the regional court;
2.Lack of diseases that endanger the health of the other spouse and/or the children;
3.Lack of blood relations to a certain extent. The parties must have not be within the
prohibited degrees of consanguinity of affinity;
4.Lack of other marriage – single, divorced, widow;
Only valid is the civil ceremony. Church ceremony is available after the civil one.


Personal and property relations between spouses
Personal relations are difficult to lay down. Only basic principles such as principle of
loyalty, common living, care for the family and children.


Property relations
All property rights and deposits acquired during the marriage through the mutual
participation of the spouses become matrimonial property. There is a rebuttable
presumption for participation. Outside the matrimonial property are the property
rights acquired before the marriage or after its termination, those received by way of
succession or donation, instruments for performance of profession, personal
belongings.
The matrimonial property belongs to the husband and wife. It can not be divided
during the marriage, there are no shares. The spouses will receive shares (equal if both
have equal participation) after the termination of the marriage.


Termination of marriage
Divorce, rescission, death
Divorce – two types:
   a) By mutual agreement – admissible only after 3 years after the marriage have
       elapsed. The spouses present before the court an agreement concerning the
       family name after the divorce, property relations, relations with the children,
       use of the family premises, alimentation
   b) By claim on ground of deep and irreversible destruction of marriage – the
       court pronounces on the guilt of any of the spouses. The guilty one has no
       right to alimentation towards the other one.
Motherhood and fatherhood


Adoption
The act of a person taking as his lawful child a person who is not in fact his child.
Adoption may be realized if the person to be adopted is under 18 years and there is an
age difference of 15 years between the adoptive parent and the child. The names of
the parents and the children to be adopted are entered in registers at the municipality
Directorate for social care. The competent organ to allow adoption is the court. The
necessary consents must be obtained. The effect of adoption of to transfer all rights,
duties and liabilities from the natural parents to the adoptive parents.




                              Inheritance (succession) law


The branch of law which deals with the devolution (transfer) of property (rights and
obligations) on the death of its owner to other persons.
Deceased person – only natural person. Heirs – natural or juridical (only by will)
persons.
The owner may determine through his will who are the persons to inherit his property.
Certain persons have right to reserved part (guaranteed entitlement) of the property.
These include the surviving spouse, children and parents.
Will – formal unilateral act (testate succession). There are two types of will – in
handwriting or notary will.
1.The will in handwriting must be expressed in writing – the whole document, signed,
dated.
2.Notarised will – expression of will before a notary and two witnesses.
Succession by statute (Intestate succession) – the statute defines the heirs who are
entitled to inherit and their shares. When there is no will the intestate succession takes
place. There are 4 lines of succession:
   I. Children or their children by way of replacement;
   II. Parents
   III. Brothers or sisters (siblings), grandparents;
   IV. Other relatives till 6th degree
           The surviving spouse inherits along with the relatives from the first to the
           third line. If there are no relatives from the first to the third line the
           surviving spouse inherits all. If there are no heirs from the first to the
           fourth line or they do not wish to accept the property it goes to the State
and the municipality. They are responsible for the debts of the deceased
only to the limit of the rights received.
In order to receive the property of the deceased the heirs must accept the
property. This is made either expressly or through their conduct. There is
no time limit to receive the property.
Administration of the estate
The heirs entitled to it may administer or appoint administrator. Between
the heirs arise community of rights and obligations. The heirs are
responsible for the obligations of the deceased before its creditors. They
are responsible with their own property unless otherwise provided.