Transferring shares in a Bulgarian OOD or EOOD: steps, documents, fees and tax

Iva Petkova, attorney · Updated 24 September 2026 · 7 min

When the other partners must consent, what form the contract takes, which declarations the Commercial Register requires, and what costs and tax the seller should expect.

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A share in a Bulgarian limited liability company (an OOD, or an EOOD where there is a single owner) can be sold, given away or exchanged, but the transaction is strictly formal: the Commerce Act requires a notarised contract, often a resolution of the general meeting, and entry in the Commercial Register. A missed step usually leads to a refused registration, and sometimes to nullity of the resolution or the contract.

Partners’ consent and checks before the deal

Shares may be transferred freely between existing partners. A transfer to an outsider is possible only if the buyer is admitted as a partner and the company has no unpaid wages, compensation or mandatory social security contributions that have fallen due, including for staff whose employment ended within three years before the transfer (Art. 129(1) of the Commerce Act).

Admission of a new partner is decided by the general meeting by a majority of more than three quarters of the capital, unless the articles of association require more (Art. 137(1)(2) and 137(3)). The minutes must bear signatures and content notarised simultaneously, unless the articles allow simple written form; otherwise the resolution is void (Art. 137(4) and (5)). A resolution may also be adopted without a meeting, with the written consent of all partners (Art. 139(2)).

In an EOOD the sole owner takes these decisions, in the same form (Art. 147(2)). If the whole share is sold, the buyer becomes the sole owner and the memorandum of association is updated; if only part is sold, the company continues as an OOD with articles of association. In an OOD, splitting a share requires the partners’ consent unless agreed otherwise (Art. 131).

The Commerce Act gives OOD partners no statutory right of pre-emption, but the articles may create one, prohibit transfers for a period or set a higher majority for admission. The company’s file in the register shows whether a pledge or an attachment is registered over the share. It should also be confirmed that the seller’s capital contribution has been paid, as the buyer is jointly and severally liable with the seller for contributions due at the time of transfer (Art. 130).

Form of the contract and documents for registration

The contract must be in writing, with signatures and content notarised simultaneously (Art. 129(2)), and a power of attorney to sign it must be in the same form (Art. 37 of the Obligations and Contracts Act). The application on form A4 is accompanied by a declaration that the facts stated are true (Art. 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act). It must be filed with (Art. 21(3) of Ordinance No 1 of 14 February 2007):

• the contract and the buyer’s application to be admitted as a partner;
• the resolution of the general meeting or of the sole owner and, if any partner was absent, the notices and proof of their delivery;
• the updated articles or memorandum of association, certified by the manager (Art. 119(4) of the Commerce Act), and a copy with personal data redacted;
• the declarations of the manager and the transferor under Article 129(2), on the prescribed form;
• where the buyer is a legal entity, a decision of its competent body to take part and, for a foreign company, a document proving its existence and who represents it.

In those declarations the manager and the transferor state that no amounts under Article 129(1) are owed to employees. The Registry Agency notifies the General Labour Inspectorate, and a false declaration is a criminal offence (Art. 313 of the Criminal Code). No certificate from the National Revenue Agency is currently required. An amendment to Article 129(2), published in State Gazette No 69 of 31 July 2026 and in force from 2 April 2027, adds an electronic check with the National Revenue Agency: registration will proceed only if neither the company nor the transferor has unpaid enforceable social security contributions.

The updated articles must now state the capital and shares in euro. Following an amendment to the Act on the Introduction of the Euro in the Republic of Bulgaria (the Euro Act), in force from 8 September 2026, companies have 36 months from the introduction of the euro to update their constitutive documents, but the converted text must be filed with the first application for which the law requires the articles to be submitted, as it does for a share transfer (Art. 32). No state fee is charged for that filing. If the beneficial owners change and are not registered as partners, their details must also be registered (Art. 63 of the Measures against Money Laundering Act).

Registration, fees and when the transfer takes effect

The application must be filed within seven days (Art. 6(2) of the Commercial Register Act), electronically with a qualified electronic signature or on paper. The state fee is EUR 7.67 for electronic filing and EUR 15.34 on paper. The registration officer decides once three working days have passed from receipt; if a document is missing, the officer issues instructions to be complied with within the same period, failing which the application is refused (Arts 19(2) and 22(5)). A refusal may be appealed within seven days of service to the regional court for the company’s seat (Art. 25).

The notary’s fee is set by the Tariff of Notarial Fees as a percentage of the value involved, on a sliding scale. The tariff amounts are in leva and are converted at BGN 1.95583 to EUR 1, and a VAT-registered notary also charges VAT. Notarising the minutes of the general meeting is charged separately.

Admission of a new partner takes effect on registration (Art. 140(4) of the Commerce Act), and a registered fact is deemed known to third parties acting in good faith from registration (Art. 7 of the Commercial Register Act). Courts and legal writers differ on what effect the contract itself has before registration, which is why payment of the price and the handover of management are usually tied to registration.

Tax for the seller

For an individual resident in Bulgaria for tax purposes, income from selling shares is taxable under the Personal Income Tax Act. The gain on each sale is the sale price less the acquisition price; the year’s gains are reduced by losses on sales of shares and other financial assets and by a flat 10 per cent deduction for expenses (Art. 33(3) and (4)). An acquisition price not supported by documents, including for a share received as a gift, is taken as zero. The tax rate is 10 per cent, and the income is reported in the annual tax return filed between 10 January and 30 April of the following year (Arts 48 and 53).

A non-resident individual owes a final tax of 10 per cent on the positive difference between the sale price and the documented acquisition price and pays it personally by the end of the month following the quarter of the sale (Arts 37(1)(12), 37(4), 46 and 67), unless a double tax treaty provides otherwise. Where the seller is a Bulgarian company, the result forms part of its taxable profit, subject to 10 per cent corporate income tax.

Transferring the business instead

Instead of the partners selling their shares, the company may transfer its business as a going concern (Art. 15 of the Commerce Act). The contract takes the same notarial form and is entered in the Commercial Register and, where real estate is included, with the Registry Office. The transferor must notify creditors and debtors and, unless otherwise agreed with the creditors, remains jointly and severally liable with the transferee up to the value of the rights received. As a rule, outstanding wages, compensation and contributions due to employees must be paid before the transfer (Art. 15(4) and (5) of the Commerce Act).

Common mistakes

• minutes of the general meeting in simple written form where the articles do not allow it;
• a power of attorney with only the signature notarised, or one agent signing for both parties without express consent (Arts 37 and 38 of the Obligations and Contracts Act);
• overlooking a pre-emption or consent clause in the articles;
• signing the Article 129(2) declarations while wages or contributions are unpaid;
• signing abroad without first checking the form, translation and legalisation or apostille.

Petkova & Minkov Law Firm advises on share transfers and Commercial Register filings. The team works in Bulgarian, English, Russian and German.

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