A single-member OOD (EOOD) is governed by the Articles of Association alone — there is no second party with whom to agree. However, we recommend a founder’s resolution setting out the director’s authority limits, dividend policy, and reserved matters. For companies that may admit investors or co-founders in the future, a shareholders’ agreement template prepared in advance saves significant time and negotiation cost when that moment arrives.
Corporate Law in Bulgaria
Company Governance, Shareholders, Restructuring & Corporate Transactions — for Foreign-Owned Bulgarian Entities
Shareholder Agreements
Corporate Governance
Restructuring & M&A
Fixed-Fee Services
AT A GLANCE
OOD Most common entity — we know it inside out
EU Full EU company law alignment
From €150 Hourly corporate law advisory
Fixed Fee options for standard services
Corporate law services for foreign-owned Bulgarian companies
Corporate law governs the internal life of a company — how it is structured, how decisions are made, how ownership is held and transferred, and how the relationships between shareholders and management are regulated. For a foreign entrepreneur operating a Bulgarian company, getting the corporate foundations right from the outset is critical to avoiding disputes, protecting investment, and enabling growth.
Bulgaria for Business VCC provides a full range of corporate law services to foreign-owned Bulgarian entities — from initial company formation and shareholder agreement drafting through to corporate restructuring, share transfers, M&A transactions, and ongoing corporate secretarial support. All services are delivered by EU-qualified lawyers practising Bulgarian law, with advice provided in English.
EU CORPORATE LAW: Bulgaria is an EU member state and Bulgarian corporate law has been substantially harmonised with EU company law directives — including the EU’s rules on cross-border mergers, single-member companies, disclosure requirements, and shareholder rights. Our lawyers advise on both Bulgarian domestic corporate law and the EU-level framework that applies to Bulgarian entities operating across member states.
Our corporate law services
We cover the full spectrum of corporate law needs for a foreign-owned Bulgarian company — from the moment of incorporation through the entire lifecycle of the business.
Shareholder agreements
Drafting and negotiating comprehensive shareholders’ agreements for Bulgarian OODs — covering voting rights, profit distribution, transfer restrictions, pre-emption rights, deadlock provisions, and exit mechanisms.
Corporate governance & directors’ duties
Advising on the duties and liabilities of directors (Управители) of Bulgarian companies, board decision-making procedures, shareholder resolutions, conflict of interest management, and corporate record-keeping obligations.
Share transfers & ownership changes
Legal management of share transfers between existing and incoming shareholders — transfer deeds, notarization, Commercial Register filings, and coordination of related corporate amendments.
Corporate restructuring
Legal support for mergers, demergers, contributions in kind, cross-border mergers, change of legal form, and reorganisation of group structures involving Bulgarian entities.
Mergers & acquisitions
Legal due diligence, transaction structuring, sale and purchase agreements, representations and warranties, and post-acquisition integration for acquisitions of Bulgarian companies.
Corporate secretarial support
Ongoing corporate secretarial services — preparation of shareholder resolutions, annual general meeting documentation, director appointment and removal filings, and maintenance of the company’s statutory records.
Shareholders’ agreements — what they cover and why they matter
The Bulgarian Commercial Act provides a basic legal framework for OOD governance — but it leaves many critical matters to the discretion of the shareholders. Without a well-drafted shareholders’ agreement, disputes over profit distribution, management authority, share transfers, and exit rights are resolved by the Commercial Act’s default rules — which may not reflect what the founders intended.
A comprehensive shareholders’ agreement fills these gaps and provides a private contractual framework governing the relationship between co-founders and investors. The table below sets out the key provisions that every well-drafted agreement for a Bulgarian OOD should address.
| Clause / provision | What it covers |
|---|---|
| Share capital & shareholding structure | Confirmation of each shareholder’s contribution, percentage shareholding, and class of shares (where applicable). Treatment of future capital increases. |
| Management & voting rights | Appointment and removal of director(s), voting thresholds for ordinary and extraordinary resolutions, reserved matters requiring unanimous or supermajority consent. |
| Profit distribution policy | Dividend policy — frequency, minimum distribution ratio, retained earnings targets, and conditions for distribution. Alignment with Bulgarian Commercial Act requirements. |
| Share transfer restrictions | Lock-up periods, pre-emption rights (right of first refusal), tag-along and drag-along rights, and restrictions on transfer to competitors or third parties. |
| Deadlock provisions | Mechanisms for resolving shareholder deadlocks — mediation, buy-sell (Russian roulette / Texas shoot-out) clauses, and forced exit procedures. |
| Non-compete and confidentiality | Post-exit non-compete obligations, non-solicitation of clients and employees, and ongoing confidentiality obligations for all parties. |
| Exit mechanisms | Put and call options, valuation methodology for share buyback, initial public offering provisions, and conditions for compulsory transfer on certain trigger events. |
| Governing law & dispute resolution | Confirmation of Bulgarian law as governing law, choice of dispute resolution forum (Bulgarian courts or international arbitration), and language of proceedings. |
IMPORTANT — SHAREHOLDERS’ AGREEMENT vs. ARTICLES OF ASSOCIATION: In Bulgaria, the Articles of Association (Дружествен договор) are a public document filed at the Commercial Register — they are visible to anyone. A shareholders’ agreement is a private contract between the parties, not filed publicly. Commercially sensitive provisions — deadlock mechanisms, exit rights, valuation formulae — are therefore typically placed in the shareholders’ agreement rather than the Articles. We advise on what belongs in each document.
Directors’ duties under Bulgarian law — what foreign directors need to know
Every director (Управител) of a Bulgarian company — regardless of nationality or country of residence — is subject to Bulgarian law governing directors’ duties and liabilities. Foreign directors of remotely managed Bulgarian companies should be aware of the following obligations.
| Duty / obligation | What it means for foreign directors of Bulgarian companies |
|---|---|
| Duty of loyalty | The director must act in the best interests of the company — not in their own personal interests or those of the majority shareholder at the expense of the company or minority shareholders. |
| Duty of care | The director must exercise the standard of care of a reasonably prudent business person in managing the company’s affairs. Bulgarian courts assess director conduct against this objective standard. |
| Conflict of interest | Directors must disclose any personal interest in transactions the company proposes to enter. Interested directors may not vote on such transactions without shareholder approval. |
| Prohibition on competition | Without explicit shareholder consent, a director may not personally conduct business in the same field as the company or participate in competing entities. |
| Liability for unlawful distributions | Directors who authorise dividend distributions that render the company unable to meet its obligations may be personally liable to creditors. Bulgarian law requires a solvency assessment before distribution. |
| Filing obligations | Directors are personally responsible for ensuring the company meets its Commercial Register filing obligations — changes of address, management, share capital, and annual confirmation filings. |
| Criminal liability | Bulgarian law imposes criminal liability on directors for certain acts — fraudulent trading, tax evasion through the company, and deliberate misrepresentation in company filings. |
DIRECTOR LIABILITY: Unlike shareholders (whose liability is limited to their share capital contribution), directors of Bulgarian companies can face personal liability for losses caused to the company, creditors, or third parties through breach of their duties. This applies to foreign directors managing Bulgarian companies from abroad just as it applies to local directors. Bulgaria for Business VCC advises directors on their obligations and helps implement governance structures that minimise personal risk.
Share transfer in a Bulgarian OOD — the process
The transfer of shares in a Bulgarian OOD is one of the most common corporate transactions we handle. Whether you are selling your company, admitting a new investor, restructuring ownership between group entities, or transferring to a family member, the process follows a defined legal procedure.
1
Instruction & initial review
You instruct Bulgaria for Business VCC to manage the share transfer. We review the existing Articles of Association and any shareholders’ agreement to confirm transfer restrictions, pre-emption rights, and approval requirements. We advise on any consents needed before the transfer can proceed.
Completed within 1–2 business days of instruction
2
Shareholder resolution (if required)
Where the Articles or shareholders’ agreement require shareholder approval of the transfer, we prepare the necessary general meeting resolution and obtain signatures from the relevant parties.
Prepared and circulated for signature
3
Share transfer agreement drafted
We draft the notarized share transfer agreement (Договор за прехвърляне на дружествени дялове) — covering the transferred shares, the purchase price or consideration, representations by the seller, and completion mechanics.
Draft delivered within 2–3 business days
4
Notarization
The signed transfer agreement must be executed before a Bulgarian notary. For parties located outside Bulgaria, we can arrange execution via a Power of Attorney — with instructions provided for notarization and apostille in your country.
Coordinated by Bulgaria for Business VCC
5
Commercial Register filing
We file the application for registration of the new ownership at the Bulgarian Commercial Register, together with all supporting documents. The new ownership is publicly registered within 3–5 business days.
Filed immediately after notarization
6
Post-transfer corporate updates
Following successful registration, we update the company’s internal register of shareholders, coordinate any required changes to the director (where the incoming shareholder is also the new director), and provide a full updated corporate file.
Completed within 1–2 business days of registration
Corporate law fees & pricing
We offer fixed fees for standard corporate law services, providing certainty of cost before engagement. Complex transactions — M&A, cross-border restructurings, contested matters — are quoted on a scope-of-work basis or at hourly rates.
| Service | What is included | Price (excl. VAT) |
|---|---|---|
| Company registration (OOD/EOOD) | Full legal documentation for company formation — Articles of Association, director declarations, POA (where needed), Commercial Register filing. | From €300 |
| Director appointment / removal | Resolution, Commercial Register application, and filing of director change. | From €150 |
| Share transfer (standard) | Transfer deed, notarization coordination, shareholder resolution, Commercial Register filing. | From €400 |
| Articles of Association amendment | Amendment of company name, registered address, share capital, business activities, or other Articles provisions. | From €200 |
| Shareholders’ agreement (standard) | Comprehensive shareholders’ agreement for a two- or three-party Bulgarian OOD — standard terms and bespoke provisions. | From €400 |
| Shareholders’ agreement (complex / multi-party) | Multi-shareholder or complex governance structures — investor rights, preference shares, anti-dilution, and bespoke exit mechanics. | From €800 |
| Corporate due diligence report | Legal review of a Bulgarian company’s corporate history, filings, encumbrances, and litigation exposure prior to acquisition. | From €600 |
| Share purchase agreement | Full SPA for acquisition of a Bulgarian company — representations, warranties, conditions precedent, and completion mechanics. | From €1,000 |
| Corporate restructuring advisory | Legal structuring for mergers, demergers, cross-border reorganisations, or group restructuring involving Bulgarian entities. | From €150/hr |
| Corporate secretarial retainer | Ongoing annual corporate secretarial support — shareholder resolutions, filings, register maintenance, and director advisory. | From €600/yr |
| Ad-hoc corporate legal advice | Hourly advisory on specific corporate law questions — shareholder disputes, governance issues, director duties, or transaction structuring. | From €150/hr |
All prices exclude Bulgarian VAT (20%). Fixed-fee services are confirmed in writing before work commences. For complex or multi-party transactions, a detailed scope and estimate is provided following an initial assessment call.
Frequently asked questions — corporate law
Yes. Bulgarian law imposes no nationality or residency requirements on directors (Управители) of Bulgarian companies. A foreign national can be the sole director — and sole shareholder — of a Bulgarian OOD or EOOD. There is no requirement for a local nominee director.
Shareholder resolutions in a Bulgarian OOD must be adopted by the general meeting of shareholders (Общо събрание). For standard resolutions, a simple majority of the voting share capital is sufficient. Certain matters — amendment of the Articles, increase or reduction of share capital, change of business activities, and admission of new shareholders — require a qualified majority (typically two-thirds or three-quarters of the share capital, as specified in the Articles or the Commercial Act).
A share transfer in a Bulgarian OOD requires: (1) a written transfer agreement (Договор за прехвърляне на дружествени дялове) executed before a notary; (2) a shareholder resolution approving the transfer (unless the Articles provide for free transferability); and (3) registration of the new ownership at the Bulgarian Commercial Register. The transfer takes legal effect against third parties only upon Commercial Register registration.
A director of a Bulgarian company can face civil liability to the company for losses caused by breach of duty (recoverable by shareholder action), personal liability to creditors if unlawful distributions were made or the company continued trading while insolvent, and criminal liability for fraud, tax evasion, or deliberate misrepresentation in company filings. Directors should maintain clear records of all decisions and ensure all filing obligations are met on time.
The standard Bulgarian OOD structure uses a single class of equal shares (дружествени дялове). The Commercial Act does not readily accommodate complex share class structures (preference shares, non-voting shares) in the OOD form. For more complex capital structures involving different shareholder rights, a Joint Stock Company (AD) offers greater flexibility. We advise on the optimal structure based on your investor and governance requirements.
The Registry Agency processes standard corporate filings within 3–5 business days. Certain changes — director appointment, address change, share capital increase — are submitted electronically and confirmed within this timeframe. Share transfers are processed similarly following notarization of the transfer deed. We handle all Commercial Register filings as part of our corporate law services.
Yes. Cross-border mergers involving Bulgarian entities are governed by the Bulgarian Commercial Act and EU Directive 2019/2121 on cross-border conversions, mergers and divisions. The process requires corporate resolutions in all jurisdictions involved, publication requirements, creditor protection measures, and coordinated filings in each country. We work with corresponding counsel in other EU jurisdictions where needed.
Speak to a corporate lawyer in Bulgaria today
Free initial consultation for all new corporate law enquiries. Fixed-fee proposals for standard services — shareholder agreements, share transfers, corporate restructuring, and company secretarial support.
Shareholders’ agreements from €400
Share transfers from €400
Corporate secretarial from €600/yr
Share transfers from €400
Corporate secretarial from €600/yr
Bulgaria for Business VCC — Your Trusted Partner for Business Expansion into Bulgaria and the European Union. All legal services are provided by lawyers qualified and registered with the Bulgarian Bar Association. All prices exclude Bulgarian VAT (20%). This document is for general information only and does not constitute legal advice.