Liquidating sole proprietorship or LTD

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As a sole proprietor you can register only as an active individual who is resident in the country art. 56 of the Commercial Code).
In art. 60a of the Commercial Code are determined the cases when a sole trader entry is deleted from the Commercial Register:

• termination of activities or when his domicile is abroad - at his own request;
• At his death - at the request of the heirs
• When he is placed under interdiction - a statement by the guardian or the trustee.

In case of termination of activities of the sole proprietor he must submit:
• an application form as per Annex № A1 of Regulation № 1 for keeping, storing and accessing of the commercial register (State Gazette,SG copy 18/2007 years). The application should have the field № 27 "Deletion of the trader" completed ,where should be noted the record for ordering the deletion of the sole proprietor. According to Art. 10, paragraph 2, b. "C" of this Regulation the applicant should submit also:
• a certificate of notification of the territorial directorate of the National Revenue Agency as per art. 77, para. 1 of National Revenue Agency
• a certificate under Art. 5 para. 10 of the Social Security Code.

The limited liability company (Ltd.) is liquidated upon the grounds set out in Art. 154, para. 1 of the Commercial Code:
• the expiry of the period specified in the Memorandum of Association;
• the decision of the sole shareholder;
• Through mergers and acquisitions into a joint stock company or other limited liability company;
• in case of bankruptcy;
• as well as the decision of the district court in cases envisaged by law.

Some other grounds for dissolution could be foreseen in the founding act (Art. 154, para. 2 of the Commercial Code). According to Art. 157 of the Commercial Law the, in which the capital is owned by an individual who is:
• terminated by death, unless specified otherwise or heirs do not want to continue. When capital is held by one entity, with its termination the LTD. should be discontinued too.

Art. 265 of the Commercial Code also provides another case of termination that applies only to single companies, including Ltd., and a shareholder SP. Under that provision the entire property of one-man company (under transformation) may pass to the sole proprietor, if he is an individual and is registered as a sole trader.
• The transforming company is dissolved without liquidation. Such transformation can't be performed if the shares in the transferring company are pledged or distrained. The decision to transform is made by the sole owner in written form with a notarized signature.

The transfer of property to the single owner shall be entered in the commercial register in his case and in the case of the transferring company which is deleted (Article 265a of the Commercial Code). From the time of registration:
• The creditors are deemed notified of their rights protected by law.
As per Art. 265 of the Commercial Code the sole proprietor shall run separately the transferred over him property of the transforming single man company for a period of six months from the date of registration of the transformation.
• In this period any creditor of the transforming company and the sole trader whose claim is secured and has arisen before the entry, may require its performance or security according to his rights.