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Stoyan Barzakov comments on the practice of the Commercial Register

May 2011

The media asked one of the managing partners of Eurolex Bulgaria Stoyan Barzakov to comment on the refusals of Commercial Register (CR) to register the recent changes in the ownership of Media Group Bulgaria Holding. As an expert in corporate law with solid international experience in company acquisitions, Mr. Barzakov analyzed the legal aspects of the particular issue as well as the general practice of the CR in similar situations.

The new owners of Media Group Bulgaria Holding made at least 3 attempts to register with the CR the shares’ acquisition, the protocols of 2 subsequently conducted General Meetings of the shareholders and the amended Articles of association of the company. The refusals of the CR gave grounds for a wide public discussion of the scope of the check which it has to conduct in respect of similar requests.

According to Mr. Barzakov the CR has no right to interpret the laws in their substance or to review the commercial logics of transactions (as it did in this case). The Commercial Register Act states that the check shall only review if the request together with the documents enclosed complies with the formal requirements of the law. Therefore, some of the arguments laid down in the findings of CR’s refusals are legally ungrounded.   

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Source: Newspaper “168 chasa” (Hyperlink :

Source: Newspaper “24 chasa” (Hyperlink:



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