Lost in the translation
Lost in the translation1
Dimitar Kaldamukov, Attorney at law at Tocheva and Mandazhieva Law office
A conflict between the regulation of the Trade register and the rules for the operation of the consular
service of the Ministry of Foreign Affairs is a serious setback for the companies when they conclude
contracts abroad
You have probably noticed that the Bulgarian governmental institutions often work in parallel realities.
This is the situation ever since the people’s power took over the helm of the state government, and it
continues to be true to this day. Twenty-two years of a 'transition' period were not enough for the
Bulgarian officialdom to wise themselves up and look outside. The Positivist school of law has
stratified itself also into Clerical positivism according to which it is true only what the State, the
Director, the Order says ... This article does not apply to all reasoning civil servants who overleap the
piles of thoughtless institutional "instructions", "orders", "practices" in the name of the public interest
and the risk to their business comfort. This article is addressed to people who are horses with blinders
and make the functioning of the Bulgarian business very difficult, and sometimes impossible.
The problem
From early summer this year the Trade register (TR) has adopted a practice that when a trader
submits a document in a foreign language, the document should be translated into Bulgarian, and the
signature of the translator needs to be attested by the relevant directorate in the Ministry of Foreign
Affairs (MFA). Otherwise, the registration will be denied. Everything sounds wonderful until the
moment you find out that the Ministry of Foreign Affairs (MFA) does not authenticate the translation of
private documents, and the requirement of a Trade register (TR) for such certification is illegal,
unacceptable and totally unnecessary. Practically speaking, the situation is the following: you are the
Manager of a Bulgarian company, which successfully sells parts all around the world for already 15
years. You conclude contracts in English. Unfortunately for the Bulgarian officials you speak English.
For several years, you have a very strong Taiwanese supplier of the raw material for your parts.
Usually you use a deferred payment, months after the relevant order.
Your provider is so pleased with the work of your company that he wants to become a shareholder in
it. You form an agreement with the supplier that instead of money he participates in the company via
transforming a part of his claims into shares (apport). And here comes the Trade register (TR), which
with its new practice tells you: "I want the contracts arising from the claims of your new partner, to be
translated into Bulgarian, and the signature of the translator to be attested by the Ministry of Foreign
Affairs. Otherwise, you will not be endorsed in the apport register”. You translate the contracts. Of
course, the Bulgarian language is the official one and the documents filed to the institutions should be
written in it. You go to the Ministry of Foreign Affairs (MFA) to get the necessary certification. If you are
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The article is available in Bulgarian language here http://www.capital.bg/biznes/vunshni_analizi/2012/12/16/1970151_zagubeni_v_prevoda/
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fortunate, have time to spare, and are as stubborn as a mule, you can find someone in the Directorate
to pay attention to you. The Ministry of Foreign Affairs (MFA) does not certify private documents. Only
public ones. Namely, your contract should have been certified by a notary or by a public body, when
you concluded it. Well, neither you nor the Bulgarian supplier in Taiwan may authorize a contract,
which was signed 10 months ago, and such certification is not required for the validity of your contract.
And the apport fails.
What do the regulations say
In accordance with the requirements of article 18 of the Trade register act (TRA) the annexes written
in one of the official languages of the EU are provided in the Trade register (TR), together with a
certified translation into Bulgarian language. In addition, Regulation No. 1 of the Trade register act
(TRA) (art. 7, para. 3) requires that when the documents are in a foreign language, they must be
presented together with a certified translation into Bulgarian language, drawn up in accordance with
art. 2 (a), para. 2 of the Rules of procedure of legalizations, certifications and translations of
documents and other papers (The rules of procedure). (A) Art. 2A, para. 2 of the Rules of procedure
states that the Ministry of Foreign Affairs (MFA) may commission via contract that translations are to
be carried out by private companies.
When enacting their rejections, the persons referred to in the Trade register entries go precisely by
these orders. It is not clear why they interpret the text as an obligation of the trader to certify the
translation of a private document in the Ministry of Foreign Affairs (MFA). Inexplicably, when
communication is easier than ever, and discussing something with anyone anywhere should be
rudimentary, two Bulgarian institutions in Sofia cannot establish contact with each other and clarify
whether the requirement that the first one imposed, the second institution can fulfill. Does it make any
sense for the citizens, the merchants and anyone who had the insolence to request service from any
of the two institutions to be introduced into this para. 22. As it is, that is a part of the parallel realities of
the Bulgarian institutions – place the citizen in para. 22 and he himself will give the service up. No
matter he is paying for it.
As you might assume, the legal definition of "certified translation" is not in our legislation. It is not clear
why individuals with entries in the Trade register (TR) want aggravated and unnecessary form of
validity. What is more it cannot be provided by the Ministry of Foreign Affairs (MFA). It is not clear why
the translation of a document in a foreign language, carried out by the translator, registered in the
Ministry of Foreign Affairs, is not sufficient for individuals with entries in the Trade register (TR).
What needs to be done
1. Although the old age is not a vice, the Rules of procedure of legalizations, certifications and
translations of documents and other papers (The rules of procedure) which the Ministry of
Foreign Affairs should authenticate is a highly exceptional practice. Adopted in 1958, the rules
of procedure has been updated for the last time in the not so long past – 1990. De lege
ferenda (from Latin, from the point of view of the future law – notes of the editor) the definition
of "certified translation" must be introduced in the Rules of procedure. Currently, the term is
interpreted in a manner that leads to a profitable interpretation.
In addition, it should be stipulated in the Rules of procedure that the companies, which have
concluded contracts concerning a translation of documents with the Ministry of Foreign Affairs,
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must appoint for translators only persons who have completed the relevant philology, for
example, and enlist them in its respective register. At the moment anyone who has graduated
from a language school with GDP over 4.50, can become a translator at a translation agency.
2. The Ministry of foreign affairs must implement and maintain on a regular basis (updated every
day) a register available to the public, which provides information not only about the
companies that do the translations, but also the translators themselves. In this regard, the
Ministry of Foreign Affairs must issue certificates that the respective translator is registered
with in the Ministry of Foreign Affairs system. These certificates can be used by the traders as
evidence before the Trade register (TR) that a translation was done by a translator, satisfying
the criteria of the Ministry of Foreign Affairs, and in this sense make the certification
superfluous.
3. The Trade register (TR) should create meaningful uniform practice in respect to its own
requirements to the documents in a foreign language. This practice must be in compliance
with the possibilities and the registers of the Ministry of Foreign Affairs, and most of all, with
reality - the notary certification is not an element for the validity of all written transactions, and
therefore, may not be required at random.
The article does not constitute a legal opinion or advice related to concrete situation or entity. Due to
its limited scope the same does not seek to be theme exhaustive. For more information on the touched
upon questions you can contact the author via the following e-mail: kaldamukov@tmlawoffice.bg
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