Companies very often change their address of management and that entails the necessity of registering such change in the Commercial Register. Companies should undertake active steps for registering their changed address because not having their registered office updated in the Commercial Register hides potential risks, such as court judgments by default being held against them.
The seat of a company is the settlement (city, town, village) where its address of management (registered office) is located and the address of a company is the address of the location of the management of its business. A company may open a branch outside the residential area where its seat is located.
The seat and address of management are among the circumstances subject to mandatory entry into the Commercial Register. The Commerce Act requires that they are also part of the mandatory minimum content of the statutes of the various types of companies – Articles of Partnership of a General Partnership, Articles of Association of a Limited Liability Company, Incorporation Deed of a single-person LLC and By-Laws of a Joint-Stock Company.
Pursuant to the Commerce Act moving the business management of a company to a new address needs to be filed for registration with the Commercial Register. The Commercial Register Act provides for an obligation of the companies to request registration of the changes to already entered circumstances which should be performed within 7 days period from the occurrence of the respective change.
Application and Necessary Documents
A special application needs to be filed with the Commercial Register for the purposes of the new address to be registered. There is a standard form for the application – form A1 (in the case of a Sole Proprietor), form A2 (in the case of a General Partnership), form A4 (in the case of a Limited Liability Company) or form A5 (in the case of a Joint-Stock Company). The application may be filed via the Internet as well – by being signed with an electronic signature.
The application should be submitted by the company’s representative (director, executive officer). A lawyer may be authorized for such purposes as well – the power of attorney should be explicit but does not require any notarization of the signature.
The following documents need to be enclosed to the respective application:
Minutes with resolutions of the General Meeting;
Amended or new company statutes;
Declaration on the truthfulness of the stated for registration circumstances and acceptance of the submitted for announcement acts;
Document for paid state fee.
In the case of a Sole Proprietor Minutes and updated statutes are not required. It is not necessary to present a rental contract or other document evidencing the right to use the respective office – such requirement exists in other procedures, such as the one for registration of a trade representation office with the BCCI.
In certain cases other documents might be necessary as well, such as a certificate for a shareholder (legal entity from a foreign country) or invitations and other documents evidencing the proper calling of the General Meeting.
Fees and Other Costs
Pursuant to the Tariff on the State Fees Collected by the Registry Agency, the state fee for entering changes into the Commercial Register is 30 Levs or 15 Levs when the application is filed electronically, including by an authorized lawyer.
Information about the due attorney fee may be found on page Fees. Additional costs might apply as well, such as notary fees for attestation of the signatures on the Articles of Partnership of a General Partnership.