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ARTICLES OF ASSOCIATION OF

“BULGARIAN ASSOCIATION FOR

LEASING”

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I. GENERAL CLAUSES

Art. 1. (1) The Articles of Association herein shall regulate the matters referring to the activities, membership, property, management and termination of the entity, “BULGARIAN ASSOCIATION FOR LEASING” (“BAL”).

(2) The Association shall be a legal entity – a non-profit-making association, hereinafter referred to as “the Association”, which shall be subject to the effective Bulgarian legislation. The Association was established through the merging of the non-profit-making associations “BULGARIAN ASSOCIATION OF THE LEASING COMPANIES” and “BULGARIAN ASSOCIATION FOR DEVELOPMENT OF THE LEASING BUSINESS”.

(3) The Association shall be a voluntary, non-political, non-governmental and non-religious organization. The founders of the Association are guided by their willingness to join efforts for protection of interests of all companies carrying out leasing activities, for promotion of leasing, and encouragement of leasing activities in the Republic of Bulgaria, by recognition of the principles of equality of all market participants and fair competition.

Art. 2. The name of the Association shall be “БЪЛГАРСКА АСОЦИАЦИЯ ЗА ЛИЗИНГ” (“БАЛ”), that shall be written in Latin as “BULGARIAN ASSOCIATION FOR LEASING” (“BAL”).

Art. 3. (1) The registered office of the Association shall be in the city of Sofia, Oborishte region. The address of the Association shall be No. 26-30, Bacho Kiro Str., fl.5.
(2) Any change in the registered address of the Association might be made by a Resolution of the Managing Board.

Art. 4. (1) The name, registered office, address and registration data, inc. unified identification code shall be stamped on all documents and printed materials of the Association.

(2) The Association’s name and logo are registered trade mark and might not be used by the members of the Association or any third party for the purposes of advertising, marketing or promoting goods or services of this member unless a resolution to this effect is passed by the Managing Board of the Association.

Art. 5. The Association shall be incorporated for an indefinite term.

II. AIMS, INSTUMENTS AND ACTIVITIES

Art. 6. The Association shall carry out its activities for private benefit.

Art. 7. The Association shall pursue the following primary aims:

1. To protect the interests of all leasing companies by:

a. Promotion of free entrepreneurship and the general principles of market economy provided for in the Bulgarian Constitution;
b. Fighting against unfair competition and any acts that might lead to a breach of market principles and statutory provisions and have a negative impact on the leasing market;
c. Encouragement of free entrepreneurship in leasing activities.

2. To represent and to protect the interests of the members of the Association before the public authorities.

3. To promote a standing in the leasing market based on fair competition.

4. To speed up the introduction of European standards and norms in the leasing market.

5. To control any and all acts of abuse or misuse at the leasing market.

6. To discuss and to submit to the competent public authorities its members’ concerted opinion about the statutes regarding leasing.

7. To participate in the process of drafting legislation and regulations regarding leasing activities in the country and the standing of lessors and lessees on the domestic market.

8. To protect the economic interests of leasing companies before the public authorities and other institutions and/or organizations, including those regulating the insurance market, in proper forms and instruments.

9. To assist in the proper way the public authorities and the members of the Association to apply strictly the legislation and regulations regarding leasing. To consult them by providing the assistance of competent experts.

10. To inform regularly its members of the effective statutory acts passed by the National Assembly, the Government and the ministries and other authorities related to leasing activities. To inform its members and the society of international agreements, conventions and other international acts concerning leasing, to make statements and to draw up its members’ concerted opinion of adherence of the Association to these acts.

11. To observe the “fair dealing” rules, to inform the competent authorities of any acts of unfair competition done by a member of the Association.

12. To assist in preventing any disputes arising among the members of the Association by involving specialists for elucidating, interpreting and settling thereof.

13. To organize and hold on regular basis meetings of the members and representatives of state bodies and authorities for elucidating and applying important legislation and regulations concerning the financial performance and other economic interests of the leasing companies.

14. To help in improving the qualification of people working in the field of leasing.

15. To assist and protect the image of the members of the Association.

16. To represent the Association’s members at national and international meetings and/or seminars concerning leasing.

17. To be a member of international organizations and associations in the sphere of leasing.

Art. 8. In pursuance of its aims and objects the Association shall:

1. Act in close cooperation with public authorities and organizations acting in the field of leasing;

2. Act by negotiating and mutually acceptable compromise in accordance with the Bulgarian legislation;

3. Incorporate auxiliary bodies for performance of specific activities.

Art. 9. The Association shall have the following activities – protection of interests of all companies carrying out leasing activities, promotion of leasing, and encouragement of leasing activities in the Republic of Bulgaria, by recognition of the principles of equality of all market participants and of fair competition.

III. PROPERTY

Art. 10. The property of the Association shall consist of membership dues, funds and property donated and left by testament, and of any other payables allowed by the law, such as right of property and other rights over fixed and current assets, receivables, and other rights.

Art. 11. (1) The annual membership dues shall be determined by the General Assembly Meeting of the Association.

(2) The membership dues shall be payable by the 30th Day of January of the current year. The membership dues for new members shall be payable up to 30 days from the date of acceptance.

(3) (new – decision of the General Meeting of 21.02.2023) The annual membership dues for the Associated members is in the amount of half of the membership dues under para. 1. and is payable in terms under para.2

Art. 12. (1) (amended – decision of the General Meeting of 21.02.2023) The Association shall issue certificates of membership in consideration of the membership dues paid. The certificate shall read: the note “Certificate”, the data under Art. 4 par.1, the name of the member.

(2) The Association shall issue an invoice in consideration of the membership dues paid.

(3) (amended – decision of the General Meeting of 21.02.2023) The Association shall issue certificates of donation in consideration of the funds donated in favour thereof. The certificate shall read: the note “Certificate”, the data under Art. 4 par.1, the name of the donator.

(4) Any funds donated and left by testament shall be registered in a special Register of donations.

Art. 13. (1) The Association shall carry out the following business activities, related to the activities of the Association mentioned above:
1. Consulting;
2. Publishing;
3. Other activities connected to gaining the aims set by the Association.

(2) The business activities carried out by the Association shall be subject to the terms and conditions stipulated in the Bulgarian legislation and regulations.

(3) The Managing Board shall have powers to perform and control the business activities of the Association.

(4) The Association shall not allocate profits.

IV. MEMBERSHIP, RIGHTS AND LIABILITIES

Membership

Art. 14. (1) Membership of the Association shall be voluntary.

(2) (amended – decision of the General Meeting of 21.02.2023) Full Members of the Association (herein called „Members“) can be entities – Bulgarian or foreign which are registered under their national legislation as traders, complying with one of the following three requirements:

1. Companies, which have portfolio of lease deals with outstanding net lease receivables in excess of BGN 5 (five) million;

2. Companies, which are part of banking or insurance financial group with total assets exceeding BGN 20 (twenty) million;

3. Companies, which have portfolio of lease deals, for which they are direct agents or consultants with outstanding net lease receivables in excess of BGN 5 (five) million.

(3) (new – decision of the General Meeting of 21.02.2023) Associate members of the Association can be legal entities – Bulgarian and foreign, which are:

1. Meet the criteria under para 2 hereinabove but prefer not to be full members;
2. Do not meet the criteria under para 2 hereinabove, but are registered under their national legislation as merchants and owe assets, including cars, intended for rent or leasing,

3. Are non-profit organizations or other types of unions, representing the interests of merchants as stipulated in the proceeding point 2.
4. Provide service and professional consultations in audit, finance or insurance as well as organizations of such legal entities.

(4) (new – decision of the General Meeting of 21.02.2023) In all cases where the present Articles of Association refers to members of the Association, unless otherwise stated, it refers to the Full members.

Art. 15 The founders of the Association shall become its members as from the date the legal entity is established.

Admittance of new members

Art. 16. (1) (amended – decision of the General Meeting of 21.02.2023) Subsequent to the incorporation of the Association new members, including Associated members, might be admitted thereto by a resolution passed at the General Meeting following a request in writing filed to the General Meeting and submission of appropriate documents and/or declarations proving the compliance of the candidate with the membership criteria.

(2) The request for admittance shall be considered within a period of 6 (six) months as from the date of filing thereof to the Association.

(3) The request shall be accompanied by evidences showing that the resolution to become a member has been passed according to the by-legislation of the entity asking for admittance.

Rights of Members

Art. 17. (1) (amended – decision of the General Meeting of 21.02.2023) Each member of the Association, except the Associated members shall have the right:
1. To participate in the activities of the Association and to vote at the General Meeting. To send a representative to observe the meetings of the Managing Board.

2. To elect and to propose members to be elected in the corporate bodies of the Association.

3. To claim those resolutions and acts of the corporate bodies of the Association that are unlawful or do not conform to the Articles of Association to be voided.

4. To state freely and in public and to stand for its statements regarding the resolutions of the corporate bodies and the activities of the Association, and to present motions, objections and recommendations.

5. Upon request to be provided by the corporate bodies of the Association with all information regarding the activities thereof.

6. To demand and to be asserted and assisted by the Association in any problems and controversial issues arising from or in connection with carrying out its activities.

7. To benefit the property of the Association and the results from the activities thereof.

8. To participate in the events or initiatives carried out by the Association, and to send its representatives to attend the meetings of the Managing Board of the Association.

9. To receive Certificate of membership.

(2). (new – decision of the General Meeting of 21.02.2023) The Associate members have the right to receive information about the Association’s activities and to participate in the Association’s events, including seminars, trainings and others organized by the Association. Associate members may attend, without voting right, in meetings of the Management Board/General Assembly of the Association, The associated members have the right, after an explicit decision of the Management Board of the Association and payment of the full amount of the annual membership dues under Art.11, para 1, to use information systems used by the other members of the Association in connection with their activities (the information system of the leasing companies for the administration of local taxes, information system for administration of imposed fines and receipts, etc.).

Liabilities of Members

Art. 18. (1) (amended – decision of the General Meeting of 21.02.2023) Each member of the Association shall be liable:

1. To observe the Articles of Association and the resolutions of the Association’s corporate bodies.

2. To conform strictly its activities to the statutory and technological requirements of the Bulgarian Law in regard to leasing activities, and to international acts concerning leasing, including the Bulgarian and international standards.

3. To accept the aims stipulated in the Articles of the Association herein.

4. To participate in the overall activities of the Association.

5. To maintain and to improve the image of the Association and not to carry out activities that might impede from gaining the Association’s primary aims.

6. To pay regularly the membership dues set forth in Art. 11, par. 1.

7. To assist the Association in carrying out its events and initiatives.

(2) (new – decision of the General Meeting of 21.02.2023) Regarding the Associate members, the obligations under items 1-2, item 5 and item 6 of para.1 in connection with Art.11 para.3 shall apply.

Art. 19. Membership rights and liabilities, except for the property ones, shall be non-transferable and might not be assigned to a third party in case of winding-up of an entity.

Termination of Membership, including of the Associated members. Consequences (amended – decision of the General Meeting of 21.02.2023)

Art. 20 Membership of the Association, shall be dissolved in case of:
1. Winding-up of a member – – legal entity;

2. Written request filed to the General Meeting;

3. Expulsion;

4. Winding-up of the Association;

Art. 21. Each member may leave the Association by a written request to the General Meeting.

Art. 22. (1) A member of the Association might be expelled, if:

1. breaks rudely and consistently the Articles of Association herein and the resolutions of the Association’s corporate bodies;

2. acts in a way that undermines the image of the members of the Association, of the Association and impedes from gaining the Association’s primary aims;

3. misappropriates the Association’s funds;

4. fails to pay the membership dues one month after the due date thereof.

(2) A member of the Association might be expelled according to Art. 28, p. 4 herein if requested so by the Managing Board, the Chairperson or by another member of the Association. The member proposed for expulsion shall be entitled to present its opinion before the members of the Managing Board and the General Meeting.

(3) The payments effected till the expulsion shall not be subject to refund.

(4) The Chairperson of the Association shall within 7 (seven) days from the adoption of the resolution under par. 1 inform the expelled member in writing. The notice shall invite the expelled member to return its Certificate of Membership within a reasonable period of time.

V. CORPORATE BODIES. POWER OF REPRESENTATION

Art. 23. The corporate bodies of the Association shall be:

1. The General Meeting of the Association’s members;

2. The Managing Board;

3. The Chairperson/s.

General Meeting

Art. 24 (1) The General Meeting of all the Association’s members shall be the supreme corporate body thereof.

(2) The General Meeting shall include all members of the Association.

Art. 25. (1) (amended – decision of the General Meeting of 21.02.2023) The members, including the Associated members, shall be represented at the General Meeting by their legal representatives or by a person acting by explicit proxy in writing.

(2) Only an individual may act as a representative. One person may not represent more than three members of the Association at the General Meeting thereof.

(3) The representatives may not authorize third parties with the rights assigned to them.

Art. 26. The sessions of the General Meetings shall be ordinary and extraordinary ones.

Convening of General Meeting

Art. 27. (1) (amended – decision of the General Meeting of 21.02.2023) Ordinary General Meeting shall be convened at least once a year by the Managing Board or at a request of at least one-third of the Association’s members by written invitations /incl. via e-mail which all the members shall give for contact to the Association/ sent to each member of the Association and received not later than 30 days prior to the date of the General Meeting and it shall be held at the city where the registered office of the Association shall be.

(2) In case the Managing Board does not convene a General Meeting by sending notices in writing to the members within one month, the General Meeting shall be convened by the court of registration at a request made in writing by the members or by a representative thereof.

(3) The notice shall set forth the agenda, the date, place and time of the General Meeting and a statement who requested the summoning thereof.

(4) The agenda shall be proposed by the corporate body that shall convene or has requested the summoning of the General Meeting.

Art. 28. The General Meeting shall:

1. modify and amend the Articles of Association;

2. pass other by-legislation of the Association;

3. elect and dismiss the members of the Managing Board of the Association;

4. elect among the Managing Board Members the Chairperson/s of the Association;

5. admit and expel members of the Association;

6. resolve the issues regarding reorganization and winding-up of the Association;

7. approve the course and plan of the Association’s activities;

8. pass the annual budget of the Association;

9. consider and approve the report submitted by the Managing Board, and shall determine
the amount of and the way of collecting membership dues;

10. consider and resolve matters of unfair competition and infringement of “fair dealing” rules and shall take measures of elimination thereof;

12. revoke the resolutions of the other corporate bodies that do not comply with the law, the Articles of Association or other by-legislation regulating the Association’s activities;

14. resolve the incorporation of controlling or auditing committees to supervise the Association’s funds spending.

Quorum

Art. 29. (1) The General Meeting shall be deemed legally held provided that at least half of all members of the Association attend the session thereof. In case a quorum may not be achieved the meeting shall be adjourned for one hour with the same agenda to be considered and shall be legally held notwithstanding the number of members attending the General Meeting.

(2) Minutes of each General Meeting shall be taken and shall be signed by the Chairperson/s and the secretary of the meeting.

(3) The minutes together with a list of the members that attend the General Meeting and papers regarding summoning and session of the General Meeting shall be filed in a special register.

Resolutions

Art. 30. (1) (amended – decision of the General Meeting of 21.02.2023) Resolutions of the General Meeting shall be passed by majority of votes of the attending members. A person with whom there is a two-way telephone or other connection, guaranteeing the establishment of his/her identity and allowing his participation in the discussion and decision-making, is considering as presented. The vote of this member of the General Assembly is certified in the minutes by the chairperson of the meeting.

(2) Resolutions of the General Meeting shall be passed, as follows:

1. (amended – decision of the General Meeting of 21.02.2023) Resolutions under Art. 28, p. 1, p. 5 and p.6 of the Articles herein – by majority of 2/3 votes of the attending members;

2. Other resolutions shall be passed by ordinary majority of votes of the attending members.

(3) (new – decision of the General Meeting of 21.02.2023) The decisions of the General Meeting may be taken in absentia if all members with the right to vote have expressed their consent to the decision in writing.

Art. 31. (1) The General Meeting shall not pass resolutions regarding matters that have not been listed in the agenda.

(2) Resolutions passed at the General Meeting shall come into force immediately, unless otherwise specified in the resolution itself.

(3) Resolutions regarding facts subject to registration shall be requested for filing by the Chairperson/s of the Association.

(4) Where the General Meeting passes a resolution to expel a member, it shall notify within 14 (fourteen) days the expelled member and hear the explanations related to the expulsion thereof.

Right to vote

Art. 32. (1) Each member shall have a single vote.

(2) A member of the General Meeting shall not vote on matters regarding legal entities, that the member manages or may control the passing of resolutions.

(3) (new – decision of the General Meeting of 21.02.2023) Associate members shall not have voting right.

Managing Board

Art. 33. (1) The Managing Board shall put the resolutions passed at the General Meeting into effect and shall manage the Association’s activities.

(2) The Managing Board shall:

1. manage and organize the overall activities of the Association;

2. dispose of the Association’s property pursuant to the requirements of the Articles of Association;

3. convene the General Meeting according to the provisions herein;

4. cause the resolutions of the General Meeting to be put into effect and the aims of the Association to be achieved;

5. allocate and execute the budget approved at the General Meeting;

6. prepare and put forward for discussion at the General Meeting the draft budget of the Association and the report of the Association’s performance;

7. define the number, powers and remuneration of the Association’s administration.

8. pass Rules for control over the donations;

9. define the rules for and organize the performance of the Association’s activities;

10. proposes to the General assembly admission and expel of members;

11. pass resolutions concerning other essential matters in regard to the practical management of the Association.

12. resolve the membership of the Association in other organizations;

13. resolve the incorporation of auxiliary bodies for performance

14. resolve the conditions for granting rights over the trade mark of the Association to third parties

(3) The Managing Board shall convene regular sessions each month.

(4) (new – decision of the General Meeting of 21.02.2023) The decisions of the Managing Board may be taken in absentia if all members with voting rights have expressed their consent to the decision in writing.

(5 – former para 4, decision of the General Meeting of 21.02.2023) The Managing Board shall report to the General Meeting for its activities on a regular basis (once a year).

Members of the Board

Art. 34. (amended – decision of the General Meeting of 21.02.2023) The Managing Board shall include nine individuals – representatives of the members of the Association, including two Chairpersons thereof. The Associated members shall not have the right to nominate their representatives as members of the Management Board.

Art. 35. (1) The General Meeting shall elect the members of the Managing Board, whose term of office shall be three years. Members of the Board might be reelected without any limitation.

(2) Members of the Board shall perform their duties for no remuneration.

(3) The Chairpersons of the Association shall be the Chairpersons of the Managing Board as well.

(4) The term of office of a member of the Managing Board shall be ceased before the period set in case of:

1. legal disability – full or limited, or death;

2. intentionally caused damages to the Association;

3. prolonged inability to perform the obligations for a period of 6 (six) months;

4. breach of his/ her obligations;

5. resignation;

6. request made by the Association’s member who have nominated the member of the Managing Board.

(5) A member of the Managing Board may resign if he /she declares his/ her resignation at a regular session of the General Meeting. In such case request for resignation in writing shall not be required.

(6) In case a request for resignation is filed to the General Meeting, it shall consider the request within 6 months.

Art. 36. (1) The members of the Managing Board shall have equal rights and obligations, regardless of any internal division of functions among them.

(2) The Members of the Board should perform their duties to the benefit and in the interest of the Association.

Convening of the Managing Board

Art. 37. (1) The Chairperson/s shall convene the sessions of the Managing Board.

(2) The sessions of the Managing Board shall be legally held if at least five members thereof attend the meeting.

(3) If a Chairperson does not convene a session of the Board within the terms, stipulated in Art. 33, par. 3 the Board might be convened by each member thereof.

(4) The Managing Board shall pass resolutions provided that at least half of its members attend the session thereof. In addition, an attending member shall be deemed a member with whom a conference call or other connection has been maintained that guarantees the identification of that member and his / her participation in the discussions and voting. The vote of such member shall be certified in the Minutes of the session by the chairperson of the meeting.

Art. 38 (1) The Resolutions shall be passed by the majority of votes of all attending members. Resolutions under Art. 33, par. 2, p. 2, p. 9 and under Art. 44, par. 2 shall be passed by the majority of all members of the Managing Board.

(2) Minutes shall be kept for each session of the Board and for all resolutions passed. Minutes shall be signed by the members of the Board who attended the session and shall be filed in a special register.

(3) The Managing Board may pass a resolution without convening a session thereof, provided that all members of the Board sign the Minutes regarding the resolution adopted without comments or objections to this effect.

Chairperson/s

Art. 39. The Chairpersons of the Association shall be physical persons with full legal capacity – members of the Managing Board.

Art. 40. The Chairperson’s term of office shall be the term specified in Art. 35, par. 1 of the Articles of Association.

Art. 41. (1) The Chairpersons of the Association shall:

1. act on behalf of the Association together or individually. Therefore, each of them shall present a specimen of his/her signature verified by a notary public to the Register of Non-Profit Legal Entities kept by the Registry Agency with the Ministry of Justice.

2. organize the execution of the Resolutions passed by the General Meeting or the Managing Board.

3. convene the Managing Board.

(2) The Chairpersons shall perform, execute and conclude any and all acts, deals and transactions related to the Association’s activities and may authorize third parties to perform particular acts.

(3) The Chairpersons shall report their activities to the General Meeting.
Art. 42. The term of office of each Chairperson shall be ceased by the General Meeting:

1. at the request of the Chairperson filed in writing to the General Meeting;

2. if he / she acts contrary to his /her duties and thus impedes the normal running of the Association’s activities;

3. in case of prolonged inability to perform the obligations for a period of 6 (six) months;

4. in case of legal disability – full or limited;

5. in case of death.

VI. WINDING-UP

Art. 43. (1) The Association shall wind up its activities by a resolution passed at the General Meeting.

(2) The Association shall be dissolved by a court order passed by the competent Regional Court pursuant to the provisions of the Non-Profit-Making Entities Act.

Art. 44. (1) Liquidation procedure shall be carried out in case of winding-up, unless the Association is reorganized.

(2) The liquidation procedure shall be carried out by the Managing Board of the Association or by a person appointed by the Board. The liquidation trustee shall execute the acts provided for in the Commercial Act, shall convert the Association assets into cash and shall satisfy the Association’s creditors.

(3) Assets remaining after the payments to the Association’s creditors have been made shall be distributed pursuant to a resolution passed at the General Meeting.

(4) Persons that have acquired assets as provided for in Par. 3 shall bear responsibility for the Association’s liabilities up to the amount of what have been acquired.

VII. ADDITIONAL AND FINAL CLAUSES

§ 1. The Articles of Association herein are adopted at the General Meeting of “Bulgarian Association for Development of the Leasing Business”, dated this 14 June 2005 and held in the city of Sofia as well as at the General Meeting of “Bulgarian Association of the Leasing Companies”, dated this 1 September 2005 and held in the city of Sofia The running and resolutions passed at the Meetings are certified in writing and shall constitute an integral part of the Articles of Association herein. The Articles of Association are amended at the General Meeting of “Bulgarian Association for Leasing”, dated 21 February 2017 and held in the city of Sofia. The running and resolutions passed at the Meetings are certified in writing, and shall constitute an integral part of the Articles of Association herein, and amended at the General Meeting of “Bulgarian Association for Leasing”, dated 19 February 2019, held in the city of Sofia, which running and resolutions passed are certified in writing, and shall constitute an integral part of the Articles of Association herein, and amended at the General Meeting of the “Bulgarian Leasing Association”, held on 21.02.2023 in the city of Sofia, for the conduct of which and for the decisions made thereon, a Protocol was drawn up

§ 2. Any and all matters not settled in the Articles of Association shall be subject to the effective Bulgarian civil legislation.

 

§ 3. The Articles of Association are made in Bulgarian and in English. The Bulgarian wording shall prevail in case of discrepancies between the Bulgarian and the English versions of these Articles of Association and interpreting thereof.

ETHICAL CODE
OF
THE MEMBERS OF BULGARIAN ASSOCIATION FOR LEASING

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The “BULGARIAN ASSOCIATION FOR LEASING”, GUIDED BY THE DESIRE for:

  • Improvement of the Bulgarian commercial and tax legislation through the implementation of the European standards and criteria focusing on the leasing activity;
  • Protection of the interests of the Members of the Association and popularization of leasing as a method for financing;
  • Improvement of the competition ability and stimulation of the loyal competition in the leasing market through the creation of tax advantages for leasing;

 

 

 

As giving a GREAT IMPORTANCE TO the ethical principles,

 

The Association RECOMMENDS the consideration of these principles in the relations as well as between the Association and its Members, and as between its Members – the leasing companies and their Customers – the lessees and the Suppliers.

 

The Ethical code consists of the following parts:

 

  1. Aims of the Code of Ethics of the Bulgarian Association for Leasing (BAL);
  2. Relations between the leasing companies – members of BAL;
  • Relations between the leasing companies and BAL;
  1. Relations between the leasing companies and the Customers;
  2. Relations between the leasing companies and the Suppliers;
  3. Ethical rules for the members of the Management Board;
  • Closing rules.

 

 

 

  1. AIMS OF THE ETHICAL CODE OF BULGARIAN ASSOCIATION FOR LEASING

 

The present document is an act of free will, referred to hereinafter as “The Code” and adopted by the Bulgarian Association for Leasing, referred to hereinafter as “the Association” or “BAL” with the following aims:

 

Article 1         To establish in written form ethical principles for the Bulgarian leasing companies – Members of the BAL, referred to hereinafter as “the Members”

 

Article 2          To promote mutual understanding, fair and free competition between the Members, to create the best possible conditions for the protection of the legal rights and interests of the clients, for the development of the leasing business and the maintaining of the good reputation of the Association and its Members.

 

 

 

  1. RELATIONS BETWEEN THE LEASING COMPANIES, MEMBERS OF BAL

 

Article 3          The Members of BAL should follow the principle of fair and loyal competition in business relations among them, by using only lawful and ethical means.

 

 

Article 4         The relations among the Members are based on accessibility, mutuality and trust, as Members exchange current and precise information.

 

 

Article 5          The Members do not use in their advertising unfair or misleading information related to their activity or one of their competitors and do not apply advertising approaches, which are in contradiction with good commercial practice and harm or could harm the relations among them or the ones with their Customers.

 

 

 

Article 6          The attraction of new Customers has to be done by the Members through emphasizing of the advantages of their offers, and not through negative evaluations  of the offers of the other Members;

 

Article 7          The employees of the Members of the Association have to restrain from negative comments and evaluations about the other Members.

 

 

III.       RELATIONS BETWEEN THE LEASING COMPANIES AND THE ASSOCIATION

 

Article 8          The Association represents and protects the interests of the Members in front of the Official authorities, the other institutions and organizations, and in the conduction of internal and international seminars with the relevant means. The Association helps for discussions and proposals in front of the competent official authorities, based on the opinion of its Members concerning the legislation in the area of leasing activity.

 

 

 

 

Article 9          The Association conducts under its management periodical meetings and informs the Members about the legislation in force, adopted by the Parliament, the Ministries and the official authorities, concerning the leasing activity and gives information to the Members and the publicity for international agreements, conventions or other international regulations in the area.

 

 

 

Article 10         The Association helps the settling of different disputes between the Members including through the engagement of proper experts for their clarification, interpretation and solving.

 

 

Article 11         The Members follow the principle of mutual fairness and trust in the Association and they do not permit any harm to its good name. In cases of violations of ethical values and misconduct, the Members who adopted the present ethical principles inform the Association.

 

 

  1. RELATIONS BETWEEN THE LEASING COMPANIES AND THE CUSTOMERS

 

Article 12      In the process of conclusion of deals with the Customers, the Members respect the interests and the rights of their Customer by obeying the law, the internal rules of the leasing company as well as the present Code.

 

 

 

Article 13      The Members identify the Customer – lessee prior to the signing of a leasing contract for leasing product or service in compliance with regulatory requirements. They do not enter into contractual relations and do not perform any business activity with anonymous or unfair persons and also in the cases, prohibited by the law.

 

 

Article 14      The Members (including their employees) have to refuse and not provoke the receiving of any undisclosed material or non-material benefits in order to perform or restrain from performing certain business, even if the acceptance of such benefits would not be considered as a crime.

 

 

 

Article 15         The Members do not obstruct in any way the realization of the right of their client to choose a leasing company, a type of leasing product or service.

 

 

Article 16         The relations between the Members and the Customer are committed in written form, clearly and in understandable way, as the clauses include the rights and the obligations of both parties.

 

Article 17         The Members present full, fair and accessible information on their main products or services offered, on the way of accounting of the due payments and the price of the leasing services.

 

 

Article 18         The written conditions and terms of the leasing contracts and services are presented in understandable language, without misleading terminology and expressions and by avoiding foreign words, following the principles of the fair and balanced description of relations between the Member and the Customer

 

 

 

Article 19         The Members consult their Customers depending on the specific case by giving precise and professional information regarding the deals and the particularities in the usage of the separate asset.

 

 

 

Article 20         In the process of offering their products and services towards the Customers, the Members have to avoid the application of business and tax practices which could harm the reputation and the possibilities for the development of the leasing business.

 

 

  1. RELATIONS BETWEEN THE LEASING COMPANIES AND SUPPLIERS.

 

 

Article 21         Relationships between a Member and a Supplier of goods or services are negotiated freely, in compliance with the regulatory requirements and the principles of fair and loyal competition in business relations, avoiding the application of business and tax practices which would be harmful to the reputation and prospects of the leasing business.

 

           

 

  1. ETHICAL RULES FOR THE MEMBERS OF THE MANAGING BOARD OF BAL

 

Article 22         Members of the Managing Board of the Association have to restrain from using their positions to popularize any Member, to attract Customers or to receive any other personal benefits for them or for the Members, which they represent.

 

 

Article 23         In cases of public events, the members of the Managing Bodies of BAL clearly divide their functions in this capacity in the Association, from their functions in the Member – company, which they represent. In their statements at such events, the members of the Managing Bodies have to indicate exactly if the expressed opinion or a statement is on behalf of the Association, on behalf of the Member- company or a personal one.

 

 

 

VII. CLOSING RULES

 

Article 24         The Present Ethical Code is adopted by the Management Board of the Association on 17th October 2006 and amended by the General Assembly of the Association on 21st February 2017 and by the General Assembly of the Association on 21st February 2023.

 

 

 

Article 25         The Members could accept the present Code voluntarily, through a written declaration with which they take the obligation to obey its principles and provisions. The present Ethical Code as well as the list of the Member companies which adopted the Code is published on the web – site of the Association. Each Member who has adopted the Code and is included in the list could be defined as a Member of BAL who accepts and follows the Ethical Code of the Association.

 

 

Article 26         Under the articles of the present Ethical Code, the members of the Management of the Association are members of the Management Board or members of special committees, constituted with a decision of the Management Board. Following the ethical rules of the Code in relation to the obligations of the members of the Management Board is obligatory.

 

Article 27         The employees of the Association have to keep a neutral position in disputes between the Members in relation to the Ethical Code.

 

Article 28         The Management Board observes the application of the Ethical Code as for this aim it can approve the creation of a special commission which can review specific cases and can present information to the Management Board.

 

Article 29         The Management Board can decide if there is any violation of the Ethical Code and how serious the violation is. Based on such decision, the Management Board can decide to recommend to specific Members certain measures, the application of which can correct their behaviour and conform to the Code. In cases of heavy and systematic violations of the Code, the Management Board can decide to expel the violating Members from the list of the member companies who follow the Code. The expelled from this list Members could not present themselves as Members of BAL who accept and follow the Ethical Code of the Association.