Сключване на сделки по чл. 236, ал. 2, т. 3 от Търговския закон
Conclusion of Commercial Transactions under Article 236, Paragraph 2, Item 3 of the Commerce Act

Summary/Abstract: The article examines the special procedure for conclusion of transactions by joint stock companies when they result in assumption of liabilities or provision of collateral to one person or to related parties, the amount of which exceeds, in the current year, half of the value of assets of the company as per its most recent audited annual financial statements. These deals may be transacted upon a decision of the general meeting of shareholders — a requirement which is in compliance with the principles of corporate management. The notion “assumption of liabilities” is a subject of clarification in the text, and the methods for their evaluation are revealed. The types of collateral covered by the rule under review and the issue of their assessment are studied. The difficulties in applying the special procedure when deals are transacted by related parties are indicated and the solving of these problems is suggested by means of introducing a good faith requirement. The article considers also the consequences of breaking the special procedure for conclusion of commercial transactions.

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