Company Transfer in Bulgaria – Legal Procedure, Share Transfer and Corporate Changes

Transferring ownership of a company in Bulgaria involves more than simply signing a contract. It is a legal procedure that requires compliance with corporate legislation, proper documentation, and registration with the Bulgarian Commercial Register. Whether you are selling an existing business, transferring company shares, or appointing a new managing director, every step should be completed correctly to protect the interests of both parties.

Professional legal guidance helps ensure that the transaction is completed efficiently while minimizing legal and financial risks.

Transfer of Company Shares

The most common method of transferring ownership is through the sale of company shares. This procedure is particularly common for limited liability companies (Ltd. and single-member Ltd.), where ownership is represented by shares in the company's capital.

A share transfer agreement must be executed with notarized signatures and content in accordance with Bulgarian law. The agreement specifies the purchase price, the rights and obligations of the parties, and all relevant conditions of the transaction.

Following the transfer, the buyer becomes the new owner of the company and acquires all associated rights and liabilities. Existing assets, receivables, contractual relationships, and obligations remain with the company and pass under the control of the new shareholder.

According to Article 15, Paragraph 3 of the Bulgarian Commercial Act, the seller may remain jointly liable towards creditors together with the purchaser, up to the amount received from the transaction. This statutory protection aims to safeguard the interests of third parties.

Company Transfer Procedure in Bulgaria

A company transfer begins with the preparation of the required corporate documents and the signing of a notarized share purchase agreement. Once executed, the transaction must be registered with the Bulgarian Commercial Register in order to become legally effective.

The registration package generally includes:

• Resolution approving the transfer of shares;

• Declarations required under the Commercial Register Act;

• Specimen signature of the newly appointed managing director, certified by a notary where applicable;

• Additional corporate documents depending on the specific transaction.

If the company has employees, outstanding salaries, social security contributions, and employment-related obligations should be settled before the transfer is completed. This reduces the risk of future disputes and provides greater legal certainty for the buyer.

Changes Following the Transfer

After acquiring a company, the new owner often decides to update its registered information. These changes may include:

• Appointment of a new managing director;

• Change of the registered office or business address;

• Amendment of the company's business activities;

• Updating the articles of association;

• Other corporate changes reflecting the new ownership structure.

Completing these changes simultaneously with the transfer is generally the most efficient approach, as it reduces administrative procedures and allows all amendments to be registered together.

Appointment of a New Managing Director

A change in ownership frequently results in the appointment of a new managing director responsible for representing and managing the company.

The appointment requires a shareholders' resolution together with the managing director's written consent and the required registration documents. Once approved, the new management is entered into the Commercial Register, making the appointment officially effective.

Change of Registered Office and Business Activities

If the company relocates its registered office or expands its business operations, these changes must also be registered.

Updating the registered address requires the relevant corporate resolutions, while amendments to the company's business activities must comply with Bulgarian legislation. Many companies choose to include a broader description of permitted activities together with the standard wording allowing "any other activity not prohibited by law," providing greater flexibility for future growth.

Frequently Asked Questions About Company Transfer in Bulgaria

What is required to transfer a company in Bulgaria?

To transfer ownership of a company, the parties must sign a notarized share purchase agreement and complete the registration of the transfer with the Bulgarian Commercial Register. Depending on the specific transaction, additional corporate documents and declarations may also be required to ensure full legal compliance.

What documents are needed for a company transfer?

The required documentation typically includes a shareholders' or owner's resolution approving the transfer, declarations under the Commercial Register Act, a notarized specimen signature of the new managing director (if one is appointed), and the share transfer agreement. Additional documents may be necessary depending on the company's legal structure and the nature of the transaction.

Who is responsible for the company's liabilities after the transfer?

Once the transfer has been completed, the new owner assumes control of the company together with its existing rights and obligations. Under Bulgarian law, however, the seller may remain jointly liable to creditors up to the amount received from the transfer, as provided by the Bulgarian Commercial Act.

Can the managing director be changed during the company transfer?

Yes. In many cases, the appointment of a new managing director takes place simultaneously with the transfer of ownership. Registering both changes together often makes the process faster and reduces administrative formalities.

How long does a company transfer take in Bulgaria?

The duration depends on the complexity of the transaction, the preparation of the required documentation, and the processing time of the Bulgarian Commercial Register. In straightforward cases, the entire procedure is usually completed within several weeks, although more complex transactions may take longer.