For the purpose of achieving transparency in terms of ownership and meeting the requirements of Directive 849/2015, the bearer shares will be abolished and gradually replaced by registered shares. This is envisaged by the Act on amendment of the Commercial Act (promulgated in State Gazette, issue № 88 dd.23.10.2018, in effect as of 23.10.2018). The texts permitting the issue of bearer shares have been revoked, and the bearer shares, which were issued until the entry into force of the changes, will be replaced by registered shares.
Companies that have issued bearer shares or equivalent temporary certificates, have by the 23rd of July 2019, to:
- Amend their Article of Association by incorporating a provision that their shares are registered;
- Replace the bearer shares or the equivalent temporary certificates with registered shares;
- Start keeping a register of shareholders;
- Declare the changes for entry and submit the amended Article of Association to the Commercial register for registration.
In the event of failure to replace the bearer shares or the equivalent temporary certificates within the period set out above, the companies shall invalidate the shares. The shareholders, whose shares are invalidated may require the equivalent value of the contributions that they have made within six months of becoming aware of the invalidation, however, not later than 5 years as of the invalidation.
The commercial register is obligated, until 23rd of September 2019 to draw up a list of the companies that have not complied with the requirements or to them has been issued a decision refusing an entry of the requested changes. This list will be sent to the prosecutor’s office for the purpose of initiation of proceedings for winding-up the joint stock companies according to the Commercial Act.
The full text of the Act on amendment of the Commercial Act can be found here.