Spasov & Bratanov successfuly defended the right of a managing director to request his own deletion from the Commercial Register

Spasov & Bratanov successfully advised and represented an individual in proceedings before the Sofia City Court concerning the exercise of his statutory right under Article 141, para. 5 of the Bulgarian Commerce Act to request his deletion as managing director from the Commercial Register.

The case arose after the client notified the company of his resignation as managing director. Following the company’s failure to file the necessary application within the statutory period, the client exercised his right to independently request his deletion from the Commercial Register. The Registry Agency, however, refused the requested registration on the grounds that the same change had already been requested in another registration proceeding, which had been suspended pending the resolution of a separate court dispute concerning the company’s decision to remove the client as managing director.

The Sofia City Court upheld our client’s position and overturned the refusal of the Registry Agency. The Court held that the suspension of a registration proceeding prevents subsequent registration applications concerning the same circumstances only where those circumstances arise from the same underlying facts or legal grounds.

Importantly, the Court found that the client’s right to request his own deletion under Article 141, para. 5 of the Commerce Act arose from his prior notice of resignation and the company’s failure to take the necessary steps within the statutory period. This was legally distinct from the separate decision of the shareholders’ meeting to remove him as managing director, which was the basis of the suspended registration proceeding.

The Court expressly held that extending the effect of the suspension to a subsequent application based on different facts would unjustifiably restrict the statutory right of a managing director to independently request his deletion from the Commercial Register. The refusal was therefore overturned, and the Registry Agency was instructed to register the requested change.

The lead lawyer in the case were partner Kremena Yaneva-Ivanova.

Date: August 2026

Source: Spasov & Bratanov Law Firm