Membership rights in a commercial company

Article 71 of the Bulgarian Commerce Act allows persons claiming to hold shares or other interests in a company’s capital that have not been duly recognised to establish their rights and ask the company’s governing bodies to draw up the documents required by Article 179(2). Given the legal issues involved, the claim is best brought with a lawyer’s assistance. It may seek a declaration establishing the actual membership rights disputed or infringed by company bodies, or an order compelling the governing bodies to take specific steps to recognise those rights. A legal interest in bringing proceedings is an indispensable condition of admissibility. It exists whenever a company body’s acts infringe a particular member’s or shareholder’s statutory membership rights or deny membership altogether.

To demonstrate a legal interest in an action seeking a binding declaration of membership or rights to shares, the claimant should state facts in the statement of claim showing that the defendant company’s governing bodies deny the rights concerned. The relief sought must match the dispute alleged: the company may deny shareholder status or membership altogether, or it may contest only the extent of the rights attached to the shares. Legal assistance is therefore advisable when drafting the relief sought.

This article does not provide a legal opinion or advice about any particular person or situation. For assistance with a similar case, consult a lawyer practising in commercial law.