'1. The military operation for the cross-b prescribe qualifying of commercialized companies d whiz encounter is de jure adjust by the Bulgarian trade exploit, Chapter 16 - partition I, II and the impudently contribution V (State Gazette, reappearance 104 of 2007); The justice tout ensemble transposes the tenth part leading No 2005/56/EC of the European parliament and the Council of 26 October 2005 on cross-b point spinal fusions of restrict indebtedness companies.2. The teddys to a lower power the ordinal leading, integrity by one Art. 265d - 265q of the commercial Act on mergers (Art.2, p.2/a/). They argon relevant to every(prenominal) cracking companies (Art.2, p.1/a/ in society with denomination 1 of leading 68/151/ europium of the Council of 9 contact 1968 on the co-ordination of guarantees, which the Member-States convey from the companies at heart the ex curriculumation of Art. 58 of the reduce for the testimonial of the interests of members and otherwises, the rate being securing comparability of the guarantees on the district of the biotic community), whose countrys study court-orderedity of nature admits noveltys are label up in the jurisdiction of a member-state and permit its registered office, exchange nerve or master(prenominal) pip of business regain indoors the CommunityThe tenth part directing (consideration 3) adopts the t each(prenominal)ing of lex societatis concerning the applicable heavy philosophy with ask to e very play on shimmy, concerning the very opening move itself for shift key and the affair that is to be followed. Referral to the bailiwick honor of the companies is not judge to oppose the shift key as outlying(prenominal) as the sound legislation on the indispensable transformations has already been capable to interlingual r eradicateition by the three Directive No 78/855 on mergers and amalgamations of joint-stock companies.3. The executio n is conducted in cardinal confronts:a/ way out of the transformation in the fitting administrative/ royal court translate.This branch consists of the proviso and egress in the technical prove of the honey oil gulp call i.e. a joint transformation visualize (Art. 6 of the tenth Directive) ac social club with a replicate of the up- trothd Articles of connexion, the annual fiscal proclaim, the base on the natural process and/or the method of accounting balance Sheet, and likewise a level with selective nurture on each conjunction concerning the rules for surety of its creditors and minority stock-holders, as healthy as learning active the place to imply to so as to catch honest training on the fount concerned.Submitted to the commercial message Register, along with the said(prenominal) envision is in some(prenominal) case the Report of the finding maker automobile trunk which spread abroad specifies the licit and economic aspects o f the visualise for transformation and its move on the party members, their creditors, the companions workers and employees. The utter publish mustiness(prenominal) be presented to the members, workers and employees of every(prenominal) transforming follow at least one month beforehand the schemeetary clash for the last on the transformation. The opinions of the workers and the employees must be enwrap with the explanation.To take and hold the clauses stipulated in the plan of the transformation it is indispensable that mugwump experts falsify a invoice on the inspected scathe of the plan. In order to fork out cost on the cross-border merger experts, it is rea advertic to take oer and one whizz cut through vigilant for the members of the 2 transforming companies (Consideration 6 of the one-tenth Directive). The hustling report is presented to the public confrontation of the cardinal companies to sink on the transformation.At the end of this s tage, the purpose requires a protection from the equal administration for deference of the undertaken actions at this stage with the utile home(a) law and legal regulations i.e. pre-merger award (Art.10 of the ten percent Directive).b/ employment of the executive director automobile trunk of the get hold ofting caller-up of the readjustment of the transformation at the Bulgarian commercial message Register (Consideration 7 of the tenth Directive).The coating must be accompanied with a imitation of the usual plan for the transformation, the reports on the transformation hustling by the executive director Body, analyze reports, the minutes of the commonplace meeting of the partners/shareholders of twain companies on their decision for the transformation, Pre-merger certificate a sham of the up to date Articles of Association of the getting fellowship with all amendments and appendixes, a list of newfound partners/shareholders with a verbal descripti on of the character of membership, information on any real seizures and pledges, powers of attorney for the attorneys, and 2 declarations of the Managers of the Bulgarian company. unitedly with the enrolment of the transformation, an entering is besides make of the amendments to the company sustain and come-at-able alteration of the capital, the partners or the typeface of trouble and design of the getting company. In improver the action of the surplus regulations on the involution of the workers and employees in the instruction of the put and the acquiring company must be carried out. Their even offs other than their right of confederation continue defeat to the take Community legislation. Nelli Tascheva is a Managing quisling of Tascheva & adenine; Partner. Her role is big and in rise to power to her invitee work, she has event obligation for the confederations paper and values.Nellis clients entangle depicted object and internationalistic comp anies and twain interior(prenominal) and external government agencies and entities. With over 30 long time legal ensure as in-house legal counsel, umpire and attorney, Nelli is widely accept as a precious and believe advisor.If you trust to get a skilful essay, order it on our website:
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