Who decides and by what majority, when the minutes must be notarised, which documents and fees the Commercial Register requires, and from when a change takes effect.
In brief
- In an OOD the manager is appointed by more than half of the capital unless the articles provide otherwise, while the name, seat, address and objects are changed by more than three quarters of the capital or any higher majority the articles require.
- Minutes appointing a manager or admitting a partner need signatures and content notarised, unless the articles allow written form.
- The change is filed on form A4 within seven days, and the state fee is EUR 7.67 online or EUR 15.34 on paper.
- A new manager or partner acquires their position only on registration in the Commercial Register.
Appointing a new manager, moving the registered address, or changing the name or objects of an OOD or EOOD requires a decision by the owners that complies with the Commerce Act and the company’s articles, and entry in the Commercial Register under the Commercial Register and Register of Non-Profit Legal Entities Act (Commercial Register Act). Share transfers, capital in euro and liquidation are covered in our separate guides.
Who decides, by what majority and in what form
Changes are decided in an OOD by the general meeting of partners and in an EOOD by the sole owner of the capital, in the same form (Art. 147(2) of the Commerce Act). Majorities are counted on the whole capital, not only on the capital represented at the meeting (Art. 137(3)):
- amending the articles, including the name, seat, address and objects: more than three quarters;
- admitting or expelling a partner: more than three quarters;
- increasing or reducing the capital: unanimity;
- appointing or removing a manager and setting their remuneration: more than half, unless the articles provide otherwise.
The articles may require a higher majority. Where the general meeting admits or expels partners, consents to a transfer of a share to a new member, changes the capital, appoints a manager or decides to acquire or dispose of real estate, the minutes must bear signatures and content notarised simultaneously, unless the articles allow written form (Art. 137(4) and (5)). A change limited to the name, seat, address or objects needs only written form. The meeting is called by a written notice stating the agenda, which each partner must receive at least seven days in advance unless the articles provide otherwise, and a resolution may also be adopted without a meeting with the written consent of all partners (Art. 139).
Changing the manager
A manager’s authority may be withdrawn at any time (Art. 141(4)). The relationship with the new manager is governed by a written management contract, signed for the company by a person authorised by the general meeting or the owner (Art. 141(7)). A manager who wishes to step down notifies the company in writing; if the company does not file the removal within one month, the manager may file it personally (Art. 141(5)).
The application must be accompanied by (Art. 21(3) of Ordinance No 1 of 14 February 2007 on keeping, storing and access to the Commercial Register and the Register of Non-Profit Legal Entities):
- the minutes of the general meeting or the sole owner’s decision;
- the notices to partners with proof of delivery, unless all partners attended or the resolution was adopted without a meeting;
- the new manager’s notarised consent with a specimen signature (Art. 141(3) of the Commerce Act);
- the new manager’s declaration that the restrictions in Article 141(8) and (9) do not apply, on the Registry Agency’s template;
- a power of attorney where a lawyer files the application.
The application is filed by the new manager (Art. 15(7) of the Commercial Register Act) or by a lawyer holding an express power of attorney. If no legal representative permanently resident in Bulgaria is registered, a contact person permanently resident in Bulgaria who has given notarised consent must be registered (Art. 63(4)(3) of the Measures against Money Laundering Act). Documents in a foreign language are filed with a certified Bulgarian translation (Art. 18 of the Commercial Register Act).
Seat, registered address, name and objects
The name, seat, registered address and objects are mandatory contents of the articles (Art. 115(1) and (2) of the Commerce Act), so changing any of them amends the articles or, in an EOOD, the memorandum of association. The application is filed with the resolution, the updated text certified by the manager and a copy with personal data not required by law redacted (Art. 119(4) of the Commerce Act and Art. 21(3)(2) and (3) of Ordinance No 1).
The seat is the town or village, and the address is where the business is managed (Art. 12 of the Commerce Act). The register does not ask for a lease, but the company keeps its incorporation and change documents at the registered address (Art. 6(4) of the Commercial Register Act). If it has left without registering a new address, court papers are deemed served (Art. 50(2) of the Civil Procedure Code).
A new name must be written in Bulgarian, be truthful, not mislead and not be identical or similar to a protected trade mark unless the company has rights in it (Art. 7 of the Commerce Act). It can be reserved in advance for six months for EUR 10.23 online (Arts 35 and 36 of the Commercial Register Act). If the new activity requires a licence or permit, it must be submitted for registration (Art. 119(3) of the Commerce Act).
Partners and the updated articles
A new partner is admitted on a written application accepting the articles (Art. 122 of the Commerce Act) and by a resolution in notarial form. The new partner acquires a share (see our guide to share transfers) or takes part in a capital increase, which requires unanimity. A partner may leave on three months’ written notice, and the financial consequences are settled on a balance sheet as at the end of the month in which membership ends (Art. 125(2) and (3)). A company name containing the departing partner’s name may be kept only with that partner’s consent (Art. 10(2)), and where one partner remains, the name must include the designation of a single-member company (Art. 116(2)).
Whenever the articles are amended, the updated text is filed. If it still states the capital in leva, it is converted to euro with the first such application, with no state fee for its publication (Art. 32(4) of the Act on the Introduction of the Euro in the Republic of Bulgaria); our guide to capital in euro explains the details. A change in the beneficial owners is filed separately on form B7 (Б7), which is covered in a separate guide.
Application, fees and deadlines
Changes are filed on form A4, the application for registration of circumstances concerning a limited liability company, completing only the fields that change (Art. 7a of Ordinance No 1), together with a declaration that the facts stated are true (Art. 13(4) of the Commercial Register Act); where a lawyer files, the declaration is signed by the manager, not by the lawyer. Filing is online with a qualified electronic signature or on paper at the Registry Agency.
The state fee for registering a change is EUR 7.67 online and EUR 15.34 on paper (Art. 16a(3) and (4) of the Tariff of State Fees Collected by the Registry Agency); where one application registers several changes, the register’s system calculates the fee by their number. Notarial fees come on top. The deadline is seven days from the change occurring or the act being adopted (Art. 6(2) of the Commercial Register Act); missing it is punishable by a fine of BGN 1,000 to 5,000, that is EUR 511.29 to 2,556.46, which may be imposed every month until the filing is made (Art. 40(1) and (3)).
The registration officer decides once three working days have passed. If a document or the fee is missing, the officer issues instructions, to be complied with on form Zh1 (Ж1) within the same period, failing which the application is refused (Arts 19(2) and 22(5)). A refusal can be appealed within seven days of service to the regional court for the company’s seat (Art. 25), but a new application relying on documents already filed, with a new declaration under Article 13(4) and a new state fee, is often quicker (Art. 26).
When changes take effect and typical oversights
Amendments to the articles take effect after registration, and the appointment and removal of a manager and the admission and expulsion of a partner take effect on registration (Art. 140(3) and (4) of the Commerce Act). Circumstances that are not registered are deemed not to exist for third parties acting in good faith, while registered ones are deemed known from registration (Arts 7(1) and 10(2) of the Commercial Register Act). The new manager therefore acquires authority to represent the company only on registration. Typical oversights are:
- minutes appointing a manager or admitting a partner in simple written form where the articles do not allow it;
- missing notices or proof of delivery where not all partners attended;
- an application filed by the outgoing manager instead of the new one;
- no updated articles, or no copy with personal data redacted;
- a move to a new address that is never registered.
Petkova & Minkov Law Firm prepares and files Commercial Register changes. The team works in Bulgarian, English, Russian and German.
How we can help
We can prepare and file the change, taking account of the company’s articles and the register’s requirements.
- We check the articles for majorities and meeting procedure
- We draft the notices, minutes or decision and the manager’s declarations
- We arrange notarisation and translation of documents from abroad
- We file the application online and follow it to registration
- We appeal a refusal of registration to the regional court