Implementation and scope

The Second Company Law Directive was implemented by several laws in Bulgaria.

In July 1991 the Bulgarian Commerce Act entered into force. Although at that time Bulgaria was not a Member State of the European Economic Community, this statutory act was substantially in compliance with the Second Company Law Directive. Throughout the next years follow-up changes to the Commerce Act were also enacted, which rendered the Bulgarian legal rules closer to the standards of the Directive.

In October 2000, the rules of Council Directive 92/101/EEC of 23 November 1992 (introducing the first amendments to the Second Company Law Directive) were also implemented by way of follow-up changes to the Commerce Act.

As of 1 January 2007 Bulgaria joined the EU. Following this, EC Directive 2006/68/EC of 6 September 2006, amending the Second Company Law Directive, was transposed into Bulgarian law through two new amendments to the Commerce Act. These amendments became effective as of 15 December 2007. Thus Bulgarian law was made compliant with the mandatory rules of the Directive. However, Bulgaria has not used most of the new options granted to Member States by EC Directive 2006/68/EC for simplification of the capital maintenance regime.