CSD:Law on Registered Pledges


	CSD.bg

Law on Registered Pledges

(Promulgated, SG, No.100/22.11.1996, in force since 01.04.1997, amended, SG, No.86/30.09.1997, in force since 30.09.1997, No.42/05.05.1999)

Chapter One
GENERAL PROVISIONS

Subject Matter
Article 1
(1) This law shall govern pledges created without transfer of possession of the pledged property.
(2) There shall be a registry for pledges governed by this law.
(3) (Repealed – SG 42/1999).

Form of the Pledge Agreement
Article 2
The pledge agreement shall be executed in writing.

Pledgor
Article 3
(1) (Former text of Article 3 – SG 42/1999) The pledgor shall be a merchant or a person referred to in Article 2 of the Law on Commerce.
(2) (New – SG 42/1999) The restriction under Paragraph (1) shall not apply in reference to the spouse of the sole proprietor or, as may be appropriate, of the person referred to in Article 2 of the Law on Commerce.
(3) (New – SG 42/1999) The restriction under Paragraph (1) shall not apply to a pledge of uncertificated securities, shares of equity in general and limited partnerships, limited partnerships with shares or limited liability company.

Property that May Be Pledged
Article 4
(1) The following may be pledged pursuant to the procedures and under the terms and conditions of this law:
1. accounts receivable, uncertificated securities, and chattel exclusive of ships and aircraft;
2. shares of equity in general and limited partnerships, limited partnerships with shares or limited liability companies;
3. (Amended – SG 42/1999) groups of accounts receivable, of machines and equipment, of inventory or materials, and of uncertified securities;
4. commercial enterprises.
(2) It shall be possible for the pledged property to be defined in generic terms or to be future property. Future crops may be pledged from either the current, or the following season.
(3) The security rights granted shall extend to the interest earned on a pledged account receivable.
(4) When pledged chattel is processed or becomes part of other chattel, the security rights granted shall attach to the newly formed chattel.

Secured Debt
Article 5
(1) It shall be possible for the secured debt to be described in specific or generic terms, as well as to be a conditional or future debt.
(2) The pledge shall secure the debt and all interest and liquidated damages emanating from the secured debt.

Pledging the Secured Debt
Article 6
The pledge created under this Law shall continue to secure the secured debt in cases where the secured debt itself is used as pledged property.

Termination of a Pledge
Article 7
(Amended – SG 42/1999) A pledge shall terminate when a third party acquires, through a transfer by the pledgee in the ordinary course of its business, rights in the pledged property, which are incompatible with the security rights.

Chapter Two
RIGHTS AND OBLIGATIONS OF THE PARTIES

Pledgor’s Rights
Article 8
(1) The pledgor shall have the right to retain possession of the pledged property.
(2) A pledgor who retains possession of the pledged property shall have the rights:
1. to use the pledged property in its activity, in accordance with its intended use;
2. to dispose of the pledged property through legal transactions.
(3)When the subject of the legal transactions are uncertificated securities or chattel and rights not in the ordinary course of business of the pledgor, the consent of the pledgee shall be required.

Pledgor’s Obligations
Article 9
(1) A pledgor who retains possession of the pledged property shall be obligated to keep it with the care of a good merchant and, in particular, shall:
1. insure the pledged property at its own expense against the common risks accepted in the industry and in a way that enables the pledgee to benefit from any insurance proceeds;
2. inform the pledgee of any damage to or encroachments upon the pledged property;
3. inform the pledgee of all proceedings affecting the pledged property;
4. inform the pledgee in writing of all actions, in law or in fact, that may cause the transfer of title to, or the creation of third party rights in, or a change in the identity of the pledged property, as well as provide it with a copy of the documents certifying such transfer of title or creation of third party rights;
5. inform any third parties acquiring rights in the pledged property of the rights of the pledgee;
6. sell the pledged property in case of potential spoiling thereof, after giving notice to the pledgee, and deposit the proceeds of the sale in a bank account as security for the pledgee.
(2) The pledgor shall be obligated to provide the pledgee with opportunities to examine the condition of the pledged property.
(3) (Amended SG 42/1999) In the cases described in Paragraph (1), Sub-paragraph 4, the pledgor shall have the obligation to request immediately the recording in the appropriate registry of any changes in the rights in or in the identity of the pledged property.
(4) The pledgor, after receiving a notification under Article 33, Paragraph (1), shall not dispose of the pledged property.
(5) The pledgor shall be obligated, upon termination of the pledge, to satisfy the pledgee with the proceeds received from the transfer of the property.

Pledgee’s Rights

Article 10
The pledgee shall have the right to satisfy its claim from:
1. the price of the pledged property or from any compensation obtained therefor;
2. the proceeds received from the transfer of the pledged property;
3. the equivalent of the property referred to in either Sub-paragraph 1 or 2, in case this property cannot be identified among the general assets of the pledgor.

Acceleration of the Debt
Article 11
In case the pledgor does not perform its obligations under the pledge agreement, the pledgee may demand performance before the debt matures, as well as satisfy its claim from the pledged property.

Chapter Three
EFFECT OF PLEDGE AS TO THIRD PARTIES

Perfection of Rights
Article 12
(1) (Amended – SG 42/1999) The pledge created pursuant to the procedures and under the terms and conditions of this Law shall be perfected as to third parties, only if it is recorded in the pledgor’s record at the Central Pledges Registry.
(2) (Amended – SG 42/1999) Neither a pledge of accounts receivable, a contract for sale with retention of title until payment of the purchase price, a lease contract, nor an attachment of property, shall be perfected against a creditor who has received a security interest pursuant to this Law in accounts receivable, sold, leased or attached items, unless it is recorded in the pledgor’s record at the Central Pledges Registry.
(3) In the cases where this Law provides for recording in another registry, perfection shall be accomplished by recording the pledge in this other registry.

Acquisition of Rights in the Pledged Property
Article 13
(1) Any person against whom the pledge has been perfected shall acquire rights in the pledged property subject to the pledge, and shall assume the same position as the pledgor.
(2) The person referred to in Paragraph (1) shall be obligated to inform the pledgee in writing about the rights it has acquired.

Priority among Registered Pledges
Article 14
The priority among registered pledges in the same pledged property shall be determined by the sequential order of recording in the registry.

Priority of a Pledge on a Group
Article 15
(1) The seller of an individual item of property or of a right, who has received a pledge on the same property or right as security for its claim for the purchase price of the property or right, shall be satisfied from the price of that property or right before a creditor who has at an earlier moment recorded a pledge on the group of which the property or right became a part.
(2) The rights of a seller who has retained title until payment of the purchase price, and the rights of a lessor, are prior to the rights of a pledgee who has at an earlier moment recorded a pledge on a group.
(3) The right of priority in satisfaction referred to in Paragraph (1) and the priority of the rights referred to in Paragraph (2), shall terminate if the pledge, sale or lease is not recorded within fourteen days after execution.

Priority of a Debt Secured with a Registered Pledge
Article 16
(1) (Amended – SG 42/1999) A debt secured by a registered pledge shall be satisfied in the order provided in Article 136, Paragraph (1), Sub-paragraph 3 of the Law on Obligations and Contracts or Article 722, Paragraph (1), Sub-paragraph 1 of the Law on Commerce.
(2) The debt secured by a registered pledge shall be satisfied from the cash amounts referred to in Article 10, Sub-paragraphs 1 and 2, in the order which would apply if these cash amounts themselves had been pledged.
(3) A debt secured by a registered pledge shall be satisfied, up to the amount specified in Article 10, Sub-paragraph 3, from the pledgor’s general assets, before the claims referred to in Article 136, Paragraph (1), Sub-paragraph 5 of the Law on Obligations and Contracts or before the claims specified in Article 722, Paragraph (1), Sub-paragraph 3 of the Law on Commerce.

Chapter Four
SPECIAL TYPES OF PLEDGES

Pledge of an Account Receivable
Article 17
(1) The pledge of an account receivable shall be effective against the debtor under the account, only after the debtor under the account has received notice.
(2) Notice may be given by either the pledgor or the pledgee, and shall contain:
1. a statement that the account receivable has been pledged;
2. a description of the account receivable and of the part thereof that has been pledged;
3. the facts contained in the registry regarding the pledge.
(3) The pledgor shall collect the account receivable and its yields until a foreclosure notice is received by the pledgor pursuant to Article 33, Paragraph (1).

Pledge of an Uncertificated Security
Article 18
(1) All of the facts required by this Law to be filed to record a pledge of uncertificated securities, shall be recorded in the Central Depository.
(2) Pledges of uncertificated stocks and bonds must be recorded in the issuing company’s book for uncertificated stock or bonds.
(3) (New – SG 42/1999) All the facts required by this Law to be filed to record a pledge of government securities shall be recorded in the Government Securities Registries.

Pledge of a Share of Equity in a Commercial Company
Article 19
(1) Agreements for the pledge of shares of equity in commercial companies shall be executed in writing and all signatures shall be notarized.
(2) All of the facts required by this Law to be filed to record a pledge of shares of equity, shall be recorded in the record of the issuing company in the Commercial Registry.

Pledge of a Group
Article 20
(1) (Former text of Article 20 – SG 42/1999) The pledge of a group shall attach to each one of its components, until the component has been separated from the group.
(2) (New – SG 42/1999) The pledge of a group shall attach to its components at the moment of receiving the notification under Article 33, Paragraph (1).

Pledge of a Commercial Enterprise
Article 21
(1) Agreements for the pledge of a commercial enterprise shall be executed in writing and all signatures shall be notarized.
(2) All of the facts required by this Law to be filed to record a pledge of a commercial enterprise, shall be recorded in the pledgor’s record in the Commercial Registry.
(3) (Amended – SG 42/1999) A pledge of a commercial enterprise shall be perfected as against third parties who have acquired rights in individual assets of the commercial enterprise, only if the pledge agreement has been recorded also in the appropriate registry. If an agreement for the pledge of a commercial enterprise lists individual assets, the pledge shall remain attached to them even when they have been separated from the enterprise.
(4) (New – SG 42/1999) The pledge shall also attach to the newly established with the split or splitting off of the pledgor commercial enterprises.
(5) (Former Paragraph (4) – SG 42/1999) The rules governing the pledge of a group shall also apply to the pledge of a commercial enterprise.

Chapter Five
CENTRAL PLEDGE REGISTRY

Institutional Structure
Article 22
(1) A Central Pledge Registry is hereby created at the Ministry of Justice, which shall be a juridical person with its seat in Sofia, and shall be financed from a budget account.
(2) The Central Registry shall be administered by a Director appointed by the Minister of Justice.

Regulations
Article 23
(Amended – SG 42/1999) The Minister of Justice shall issue regulations to govern the structure and the activity of the Central Pledge Registry.

Public Access
Article 24
The Registry shall be accessible to the public. Any person may obtain a reference or a certificate for existence or absence of recorded facts.

State Fees
Article 25
(1) A state fee shall be charged for each recording in the Registry, each search for records and each certificate issued.
(2) The rates of the state fees shall be established by a schedule to be adopted by the Council of Ministers.
(3) (New – SG 42/1999) When the relative registry is not maintained by a state authority, the fee shall be charged by the person that maintains the registry, for the actions and in rate, established for the state fees.

Chapter Six
RECORDING

Facts That Must Be Recorded
Article 26
(1) The following facts shall be recorded in the Registry:
1. name, personal identification number (PIN) and address or, as may be appropriate, the company name, the registered address, and the numbers of filing and of the record with the relative registry, of:
a) the debtor;
b) a third party pledgor who secures the debt of another party;
c) the pledgee;
d) the buyer and seller under a contract for sale with retention of title until payment of the purchase price;
e) the lessee and lessor under a lease contract;
f) the person authorized to receive performance under the pledged account receivable prior to commencement of foreclosure;
2. a description of the secured debt or the cash amount for which the pledge has been granted;
3. (Amended – SG 42/1999) a description of the property that has been pledged, sold with retention of title, or leased, and its value, if stated;
4. (Amended – SG 42/1999) the duration of the pledge;
5. (Amended – SG 42/1999) the condition of the pledge;
(2) The following facts shall be recorded in the Registry, as well:
1. any assignment of rights in the secured debt or, of any of the rights of the seller or lessor;
2. any subrogation of rights in the secured debt or in any of the rights of the seller or the lessor in the secured property;
3. any novation or substitution of the debtor under the secured debt.
4. any acquisition of rights in the pledged property;
5. (Amended – SG 42/1999) other changes in the recorded facts;
6. (Repealed – SG 42/1999);
7. (Repealed – SG 42/1999).
(3) A recording shall be done, as well, of:
1. any attachment of any property described in Article 4;
2. any attachment of the secured debt;
3. (New – SG 42/1999) any novation of recording;
4. (Former Sub-paragraph 3 – SG 42/1999) any commencement of foreclosure;
5. (Former Sub-paragraph 4 – SG 42/1999) any abandonment of foreclosure;
6. (Former Sub-paragraph 5 – SG 42/1999) name, PIN and address of the depository;
7. (Former Sub-paragraph 6 – SG 42/1999) name, PIN and address of the enterprise manager;
8. (Former Sub-paragraph 7 – SG 42/1999) any request from the merchant to the pledgee, for the appointment of an enterprise manager;
9. (Former Sub-paragraph 8 – SG 42/1999) the court decision for the commencement of the bankruptcy case;
10. (Former Sub-paragraph 9 – SG 42/1999) the final judgement in the bankruptcy case.

Request for Recording and Deletion
(Title amended – SG 42/1999)
Article 27
(1) (Amended – SG 42/1999) Records shall be made and deleted upon request of an interested party. The request shall state the facts, which are to be recorded.
(2) The request for recording of facts under Article 26, Paragraph (1) shall have appended to it the written consent for the recording, with a notarized signature, of the pledgor, the buyer with deferred payment of the price, or the lessee. A notarized signature shall not be required if the signature is executed before an officer of the Registry, who witnesses the execution thereof.
(3) The request for recording of facts under Article 26, Paragraph (2) shall have appended to it the written consent for recording, of the person against whom rights may be asserted based on the recording.
(4) (New – SG 42/1999) The request for deleting of a record shall have appended to it the written consent for deleting with a notarized signature, of the pledgee, the seller with deferred payment of the price, or the lessor. A notarized signature shall not be required if the signature is executed before an officer of the Registry, who witnesses the execution thereof.

Recording Procedure
Article 28
(1) Each request to record facts shall be considered immediately. A request for recording may be denied only if it does not have the required contents or the applicable State fee has not been paid. The denial shall be communicated to the requesting party immediately.
(2) A notice of denial shall indicate all defects of the request.
(3) A party may remedy the defects in the request and file a new request. The new request shall be recorded according to the order in which it is received by the Registry.

Appeal of a Denial
Article 29
(1) The denial of a request for recording may be appealed to the Minister of Justice in accordance with the rules for administrative appeals. A denial by the Minister of Justice may be appealed pursuant to the Law on Administrative Procedure.
(2) In the event a denial of a request to record facts listed in Article 26, Paragraphs (1) and (3) is appealed, the request shall be recorded in the Registry according to the order in which the appeal is received and the case file shall be forwarded to the competent authority. If the denial of the request for recording is affirmed, the record shall be annulled on the initiative of the Registry.
(3) In the event a denial of a request for recording of facts listed in Article 26, Paragraph (2) is appealed, the case file shall be forwarded to the competent body. If the denial of the request for recording is reversed, the recording shall be made upon initiative of the Registry.

Effect of Recording
Article 30
(1) Recorded facts shall be deemed to be known by third parties acting in good faith from the date of recording.
(2) (Amended – SG 42/1999) A record shall be effective for five years from the date the initial recording of the fact listed in Article 26 Paragraph (1) and Paragraph (3) Sub-paragraph 1 was made. A record may continue to be in effect if it is extended before it expires.

Applicability of the Rules Related to the Public Access of the Registry and the Registry Procedure
Article 31
The rules regulating the public access to the Registry and the Registry procedures shall be applied to recordings made in other registries where recording in such other registries is prescribed by this law.

Chapter Seven
FORECLOSURE ON PLEDGED PROPERTY

Commencement of Foreclosure
Article 32
(1) In case of default on a debt secured by a pledge under this Law, the pledgee may start foreclosure on the pledged property.
(2) Foreclosure on a security or negotiable instrument, which has been pledged by transfer of possession thereof, shall be governed by this Law.
(3) The pledgee shall request recording of the commencement of foreclosure in the Registry and notify the pledgor of the commencement of foreclosure. The pledgee shall have the same notification obligations in the case it abandons foreclosure.
(4) A pledgee who has commenced foreclosure is entitled to take measures to preserve the pledged property, and is also entitled to sell the pledged property.

Notification of the Pledgor
Article 33
(1) The notification to the pledgor of the commencement of foreclosure shall be in writing and shall contain:
1. a statement that foreclosure has started that refers to the record of this fact in the registry;
2. a description of the debt and the part thereof that is being collected;
3. a description of the pledged property;
4. a statement of the choice of a foreclosure method, in the case of a commercial enterprise.
(2) The notification that a foreclosure has been abandoned shall be in writing and shall contain:
1. a statement that foreclosure has been abandoned that refers to the record of this fact in the registry;
2. a description of the debt and the part thereof that was being collected;
3. a description of the pledged property.

Measures for the Protection of Pledged Property
Article 34
The pledgee is entitled to:
1. take possession of the pledged property;
2. notify the account debtor of the commencement of foreclosure if foreclosure is directed at an account receivable of the pledgor;
3. take measures for:
a) preserving, maintaining and insuring the pledged property;
b) generating returns on the pledged property; and
c) maximizing the sale price or minimizing the sale expenses.

Coercion
Article 35
(1) When the pledgor does not duly cooperate in the foreclosure on the pledged property or in regard to its preservation, the pledgee, based on a certificate from the registry of a recorded security interest and a recorded statement for commencement of foreclosure, may request from the executive judge the seizure and delivery of possession of the pledged property pursuant to Article 414 of the Civil Procedure Code.
(2) The monetary equivalent of the pledged property shall be collected only in the event the pledged property, or a part thereof, is not found with the pledgor. In such a case, the executive judge shall distribute the proceeds in the manner provided by the Civil Procedure Code.
(3) When a joint creditor disputes the receipt of compensation for the pledged property, or the receipt of value against transfer of pledged property, the pledgee shall be required to establish its rights in court pursuant to Article 10. In such a case, the pledgee shall bear the burden of proving the receipt of compensation or, as appropriate, the receipt of value against transfer of property.
(4) When a joint creditor disputes that the value of the compensation received for the pledged property, or the value received against transfer of pledged property, is equal to the value of the pledged property, or claims that such compensation or value can be separated from the general assets of the pledgor, the joint creditor shall be obligated to defeat the pledgee’s rights pursuant to Article 10, Sub-paragraph 3 in court. In such a case, the joint creditor shall bear the burden of proving that the compensation or, the value received against transfer of property, is not equivalent to the pledged property, or can be separated from the general assets of the pledgor.

Challenge of Rights
Article 36
(1) The pledgor may in all cases challenge the existence of the debt or security interest pursuant to Articles 250 - 255 of the Civil Procedure Code.
(2) (Amended – SG 42/1999) If a person who has acquired rights pursuant to Article 8, Paragraph (2), Sub-paragraph 2 has not given its consent for recording in the registry with a certified signature pursuant to Article 27, Paragraph (2), it may dispute its liability by declaring in writing before the executive judge that it has rights in the pledged property that supersede the rights of the pledgee. In such a case, the executive judge suspends the foreclosure and gives the pledgee one month to file a case in court to establish its rights. If the filing is not made, the executive judge shall terminate the foreclosure.

Sale of Pledged Property
Article 37
(1) The pledgee is entitled to sell the pledged property two weeks after the statement for commencement of foreclosure is recorded. If a sale is not completed within six months, any other creditor who has recorded a commencement of foreclosure shall be authorized to sell the pledged property.
(2) A sale is concluded only for a full cash payment of the price, and the payment must be deposited with the depository.
(3) The pledgee shall carry out the sale with the care of a good merchant.
(4) If the property that is sold is not owned by the pledgor, the rules of Article 372 of the Civil Procedure Code shall apply.

Depository
Article 38
The depository shall be appointed by the pledgee. The depository shall be an accountant. A depository shall not be the debtor or the pledgor itself, a creditor of the debtor or the pledgor, nor the appointed manager of the pledged enterprise. Nor shall it be a spouse or a direct relative without limitation, a collateral relative up to the fourth degree, or an in-law up to the third degree, of any one of the persons listed above.

Obligations of the Depository
Article 39
(1) The depository, shall create a list of the persons who have rights in the pledged property and provide in that list information about the size and priority of each claim, based on the data available from the registry.
(2) The depository shall communicate the list referred to Paragraph (1) to the pledgor, the debtor and the persons included in the list.
(3) The depository shall receive the objections to the list from the persons referred to in the foregoing Paragraph (2), provided that those objections have been submitted within two weeks after the persons have been presented with the list.
(4) After consideration of the objections submitted, the depository shall create a final list, which shall be communicated to the persons referred to in Paragraph (2), within two weeks after the final date for submitting objections.
(5) The depository shall open a bank account in its own name, in which the proceeds of foreclosure sale of pledged property shall be transferred.
(6) The depository shall deposit in the opened bank account any proceeds received by it in cash on the same day received, and shall certify the receipt of each payment.
(7) The depository shall prepare a plan for distribution of the amounts received by it.
(8) The depository shall provide relevant information to the pledgor, the debtor and the persons referred to in Article 40.

Joining of Creditors
Article 40
(1) All persons who have rights in the pledged property recorded in the registry shall be deemed joint creditors by operation of law.
(2) Neither third parties claiming priority in the property sold pursuant to this chapter in relation to their claims arising under Article 372 of the Civil Procedure Code, nor other creditors of the pledgor, may join. These third parties or other creditors may attach the amounts received prior to or remaining after, the distribution.

Distribution
Article 41
(1) After the accumulation of sufficient amounts, provided the final list referred to in Article 39, Paragraph (4) has been made, the depository shall prepare a draft plan for distribution which shall be communicated to the pledgor, the debtor and the persons referred to in Article 40, Paragraph (1).
(2) The draft plan for distribution may be appealed to the Regional Court at the seat of the debtor, within seven days after the draft plan is communicated to the parties. The Regional Court shall resolve any appeals in an open hearing. The decision of the Regional Court may be appealed pursuant to Article 217 of the Civil Procedure Code.
(3) The depository shall pay the creditors the amounts specified in the plan for distribution, after the plan takes effect.
(4) Any amounts remaining from the collected proceeds shall be paid to the pledgor, provided that, within seven days from the communication of the plan for distribution, the pledgor declares that it does not have any outstanding obligations to the State.
(5) If the declaration referred to in Article 4 is not presented, or if the remaining funds have been attached, the remaining funds shall be transferred to the account of the executive judge at the seat of the pledgor.
(6) If the amounts received by the depository become attached prior to the payments being made by the depository, a new plan for distribution shall be prepared. In that case, any pending appeals prior plans for distribution shall be terminated.

Disputes Among Creditors
Article 42
The rights of a joint creditor may be disputed by another joint creditor, as well as by persons referred to in Article 40, Paragraph (2), pursuant to the procedures of Article 359 of the Civil Procedure Code.

Bankruptcy
Article 43
(1) The commencement of a bankruptcy case against the pledgor shall not suspend a foreclosure commenced under Article 32.
(2) The bankruptcy trustee shall surrender pledged property to the pledgee for purposes of foreclosure under Article 32, when it discovers the existence of pledges recorded under this Law.
(3) In the event the pledged property, or a part thereof, is not found with the pledgor, the procedures outlined in Article 35, Paragraphs (2) - (5), shall develop within bankruptcy procedure.

Chapter Eight
FORECLOSURE ON A SECURITY OR NEGOTIABLE INSTRUMENT AND ON A SHARE OF EQUITY IN A COMMERCIAL COMPANY
(Title amended – SG 42/1999)

Foreclosure on a Security or Negotiable Instrument
Article 44
(1) (Amended – SG 42/1999) A pledgee who has received a pledge of a security or a negotiable instrument shall have the right to transfer the security or negotiable instrument in the manner appropriate for that particular security or negotiable instrument. When the security or negotiable instrument is transferable by endorsement, the chain of endorsements shall be deemed uninterrupted.
(2) Where the security or negotiable instrument is sold through an exchange, it shall be sold according to the price quoted by the exchange one day prior to the transfer.

Foreclosure on an Account Receivable
Article 44a
(New – SG 42/1999)
(1) A pledgee who has received a pledge of an account receivable may sell it. If the account receivable is monetary the pledgee may collect it.
(2) The monetary account receivable shall be deemed to be presented for collection to the pledgee with the recording of the commencement of foreclosure.
(3) The revenues from the collection of the account receivable shall be received by the Depositary.

Foreclosure on a Share of Equity in a Commercial Company
Article 45
(1) (Amended – SG 42/1999) In case of foreclosure, a creditor who has received a pledge of a share of equity in a commercial company shall have the right to make a statement of dissolution of the company, pursuant to Article 96 of the Law on Commerce, or of termination of the pledgor’s participation in the company with the pledged share, pursuant to Article 125, Paragraph (2) of the Law on Commerce.
(2) (Amended – SG 42/1999) The statement, pursuant to Paragraph (1) shall have a certificate of recording of the pledge in the registry and of the commencement of foreclosure, appended to it.

Chapter Nine
FORECLOSURE ON A COMMERCIAL ENTERPRISE

Satisfaction from a Commercial Enterprise
Article 46
(1) The pledgee shall have the choice of satisfaction from the commercial enterprise as a group of rights, obligations and factual relations, or may sell individual assets.
(2) (New – SG 42/1999) If the pledgee chooses to satisfy its claim from individual assets of the commercial enterprise, he shall be obliged to sell those of them first, the sell of which would impede the activity of the enterprise to the least degree.
(3) (Former Paragraph (2) – SG 42/1999) If the pledgee chooses to satisfy its claim from the commercial enterprise as a group of rights, obligations and factual relations, it may appoint a manager of the enterprise. In this case, the notice to the merchant under Article 33, Paragraph (1) shall contain the consent of the manager for his appointment.
(4) (Former Paragraph (3) – SG 42/1999) After the fact of appointment of a manager of the enterprise has been recorded in the Commercial Registry, the merchant shall not be permitted to exercise any rights as to the commercial enterprise.

Cooperation by the Manager
Article 47
The person who has managed the commercial enterprise before the registration of the appointed manager of the enterprise shall cooperate with the appointed manager, as may be necessary.

Management
Article 48
(1) The appointed manager of the enterprise shall be authorized to take all actions related to the usual activity of the commercial enterprise. The appointed manager shall not be authorized to transfer title to, or encumber, the enterprise as a whole or the individual items of real estate which are part of the enterprise, to incur obligations under negotiable instruments, to take loans or to represent the merchant in court proceedings.
(2) The merchant may take the actions outside of the scope of authority of the appointed manager of the enterprise, only with the consent of the pledgee.
(3) Both the merchant and the pledgee may file or defend court actions related to the activity of the pledged enterprise.

Obligations of the Appointed Manager of the Enterprise
Article 49
The appointed manager of the enterprise shall:
1. take charge of the enterprise, by making a list of all assets and liabilities of the business;
2. manage the enterprise and represent the merchant, while taking all steps to protect the merchant’s interests in the enterprise using the care of a good merchant.

Termination of the Powers of the Appointed Manager of the Enterprise
Article 50
The powers of the appointed manager of the enterprise shall terminate upon:
1. voluntary resignation by the appointed manager;
2. the appointment of a new manager;
3. the disability or death of the appointed manager;
4. the termination of the pledge;
5. decision by the court of registration of the merchant, in case the appointed manager commits a violation of the law.

Restoration of Management Powers
Article 51
If the pledgee fails to appoint a new manager of the enterprise within two weeks after a request for such appointment has been recorded in the registry, the merchant’s management powers shall be restored upon filing a request to this effect with the registry court.

TRANSITIONAL AND CONCLUDING PROVISIONS

§ 1. (1) Pledge agreements concluded under Articles 36 and 37 of the Law on Banks and Credit Activity, and Article 12 of the Law on Economic Activity of Foreign Persons, and on Protection of Foreign Investment, shall remain in effect, and shall be governed by the rules of this Law.
(2) (Amended – SG 86/1997) The agreements referred to in the foregoing Paragraph (1) which became perfected as against third parties pursuant to Article 156, Paragraph (2) and Article 162 of the Law on Obligations and Contracts, shall remain so perfected for a period of ten months from the effective date of this Law.
(3) (New – SG 86/1997) The requirements of Article 27, Paragraph (2) shall not apply to the recording of the agreements under Paragraph (1).

§ 2. Clause 1, Paragraph (2) shall also apply to contracts for sale with retention of title until payment of the purchase price, which became perfected as against third parties pursuant to Article 205 of the Law on Obligations and Contracts.

§ 3. (1) Article 15, Paragraphs (1) and (2) shall apply to the existing agreements for pledge, sale with retention of title until payment of the purchase price, and lease, provided that they are recorded within fourteen days from the effective date of this Law.
(2) Article 27, Paragraph (2) shall not apply to the recording of the agreements referred to in the foregoing Paragraph (1), provided that they have a certified date.

§ 4. The Law on Banks and Credit Activities (promulgated in the State Gazette, issue 25/1992, issue 62/1992 - Decision №8 of the Constitutional Court from 1992; amended, issue 59 and 109/1993, issue 63/1994, issue 63/s1995, issue 12, 42 and 90/1996 ) is hereby amended, as follows:
1. Article 36, Paragraphs (2) and (3), shall be repealed.
2. Article 37 shall be amended, as follows:
"Article 37. When a loan is not paid upon maturity, the bank shall be authorized to obtain a writ of execution based on an excerpt of its books."

§ 5. This Law shall become effective on 1 April, 1997.

§ 6. The Minister of Justice shall be in charge of the implementation of the Law.

TRANSITIONAL AND CONCLUDING PROVISIONS
to the Law on Amendment of the Law on Registered Pledges
(SG No.86/1997)

§ 2. Clause 1, Paragraph (3) of the Transitional and Concluding Provisions shall also apply to the requests filed until coming into force of this Law.

TRANSITIONAL AND CONCLUDING PROVISIONS
to the Law on Amendment of the Law on Registered Pledges
(SG No.42/1999)

§ 23. The pending procedures under the repealed Articles 16 and 17 of the Law on Foreign Investments (promulgated SG 97/1997; amended SG 99/1997) already started until 31 December 1998, shall be concluded pursuant to the former order.

CSD.bg

Page top

The web page you are trying to reach is no longer updated and has been archived.
To visit us, please click here.