On 11.07.2024, a Bill on Amendment and Supplement to the Law on Non-Profit Legal Entities (“the Law on NPLE”) was submitted to the National Assembly. The Bill provides that general meetings (“GMs”) of associations could be now held remotely (online), i.e. all or part of the members of the GM may join via video conference link. It is sufficient to ensure visual and audio contact between the participants. In this hypothesis, the invitation for the GM should also contain an e-mail address (link) through which participants can join electronically in the chosen platform - ZOOM, Teams or other.
During the pandemic and the related anti-epidemic restrictive measures imposed in the country, it proved impossible for most of the associations to hold attendance meetings of their collective bodies. This necessitated the holding of many remote (online) meetings, which was explicitly regulated in the law as an option for the management bodies. However, there is currently no similar regulation for the GM of associations, which leads to the risk that a GM held in this way (via videoconference) will be declared unlawful, respectively - the Registry Agency will refuse to register the decisions adopted at this GM, unless it decides to apply the law by analogy. A large number of refusals based on namely the above argument have been issued in practice by the Registry Agency.
The participation of all or part of the members in the work of the GM by videoconference will have to be certified in the minutes of the GM by its Chairman and by the person who drafted the minutes.
The entry into force of the Law on NPLE will not only bring certainty and predictability to the legal regime, but will also make an additional step towards the implementation of the advantages of such technologies in the Bulgarian legal system.
In addition to envisaging the possibility of holding remote meetings of GMs of associations, a change is also introduced regarding the termination of the powers of the manager/management board member. In case the GM dismisses a manager/management board member or the manager/management board member unilaterally resigns, the association is obliged to erase him/her from the register of NPOs within two months. If this is not done, the manager/management board member is entitled to apply for the entry of this circumstance himself/herself, irrespective of whether another person has already been elected in his/her place.
The aforementioned provision is similar to Article 141, paragraph 5 of the Commercial Act, which provides for identical rights in favour of the manager of a limited liability company when he leaves the company. In this context, the proposed legislative change will undoubtedly help to unify the principle provisions of the regulation, as well as put an end to the cases where a legal representative or a member of the management board continues to appear on the profile of the relevant legal entity contrary to its will. This, in turn, could create both practical and legal issues (e.g. when applying for a certain position).
