Removing a member of a commercial company from the register

What can we do if we wish to withdraw as a member of a commercial company but its management body does not arrange for our removal from the Commercial Register?

A recurring question in practice and in commercial dealings is what a member can do to have their name removed from the Commercial Register when the other members take no action. Legal scholars and practitioners, and courts with different territorial and subject-matter jurisdiction across Bulgaria, have disagreed. The question was also put some time ago to the President of the Commercial Division of the Supreme Court of Cassation. Some judges consider that a member cannot personally apply to the Commercial Register for their own removal, because the Commerce Act makes no express provision for this. Article 141(5) of the Act treats a manager differently where the manager wishes to step down and the management body fails to adopt a decision to that effect. On this view, however, no analogy should be drawn between a manager and a member.

Other lawyers consider the opposite view entirely tenable: a member who has withdrawn from the limited liability company has standing to apply for removal of their name from its register entry. On that view, the analogy with a manager is permissible. A member who withdraws and sells their shares may personally submit the application for removal to the Commercial Register maintained by the Registry Agency. The argument is that the register is public and that entries give public notice of the matters recorded. Preventing a former member from notifying the Agency could leave that person on the register and undermine the principles of reliability and publicity on which the register rests.

If you face this problem, consult a lawyer specialising in commercial law specifically about your case so that its particular circumstances can be taken into account and your rights and legitimate interests fully protected.