We review the target company, coordinate the purchase documents and organise ownership and management changes, highlighting inherited business risks.
A client planning to acquire a ready-made Bulgarian company was unsure how to organise the corporate work. The ownership and management decisions needed to be reflected in documents, filings and supporting evidence. ARG brought those requirements into one checklist, giving the client a process they could follow and consistent instructions for the work.
The purchase review connects those decisions with the company’s history. Its records may reveal tax, employment, contractual or ownership issues that affect the transaction. The transfer documents, corporate approvals and registration steps must support the intended ownership and management structure. Banking and beneficial-owner requirements also need attention where they affect the buyer’s ability to operate the company.
ARG can help when you need to
Provide the EIK, current ownership documents and seller details. The company keeps its identity and historic obligations, so its records must support the reason for your purchase.
Prepare accounts, bank records, tax and VAT information, and payroll evidence where relevant. A claim of inactivity needs documentary support and does not replace the statutory share-transfer declarations.
The transfer agreement needs simultaneous notarisation of signatures and contents. Admission decisions, updated articles, any manager change and foreign powers of attorney must fit the same transaction.
Identify the ultimate controlling individuals and prepare the bank update, company records and access arrangements. Plan any beneficial-owner filing and sector-specific consent before relying on immediate trading.
You acquire the ownership interests in an existing Bulgarian legal entity. In an EOOD, one person owns all the capital; an OOD has two or more members. Both are limited liability companies under the Commercial Act. Their ownership interests are commonly called company shares in English, although they are not the tradeable securities issued by a joint-stock company. The company's EIK, its unique identification number, remains the same after the purchase.
That continuity explains both the attraction and the principal consideration. The company keeps its assets, contracts, accounting records and obligations when its owner changes. If it signed a lease, borrowed money or incurred a tax liability before completion, changing the shareholder does not erase that position. Your purchase agreement can allocate responsibility between buyer and seller, but it does not remove a creditor's rights against the company. Start by identifying what existing feature has value for your project and what evidence establishes it.
A share purchase also differs from buying a commercial enterprise under Article 15 of the Commercial Act. An enterprise transaction concerns an organised combination of rights, obligations and business relationships. A share purchase changes who owns the company that already holds them. Buying selected assets is another route. ARG connects the proposed transaction with your relocation and business objectives so that the documents reflect what you actually intend to acquire.
An existing company can be appropriate where maintaining a particular corporate identity, contract or established operation matters. A company described as a shelf company is usually offered on the basis that it was incorporated in advance and has not traded. That description is a commercial claim to investigate, not a separate legal form or a state certification of its history. A longstanding registration does not itself establish turnover, business substance, creditworthiness or eligibility for a tender.
Consider a new incorporation alongside the acquisition. If you need an ordinary Bulgarian company for a new activity and have no commercial reason to preserve an existing entity, formation may provide a clearer starting point. If an existing agreement or permission is the reason for purchasing, check the underlying terms: a change of ownership can require notice, consent or a fresh regulatory assessment. Confirm that the feature you are paying for will remain usable under your ownership before agreeing the price.
Begin with the company identifier, current constitutional documents, ownership history and manager's registered powers. Compare the seller's claimed interest with the supporting acquisition documents. Check recorded share attachments and relevant pledges, litigation and insolvency information, and any restrictions in the articles or related agreements. Registry records establish public corporate information; they are not a complete record of every obligation the company has undertaken.
For a genuinely inactive company, ask for the records that explain its position throughout the relevant period: bank statements, accounting balances, tax submissions and inactivity declarations where applicable. For a trading company, extend the review to customer and supplier contracts, financing, leases, employment, receivables, related-party balances and licences. Reconcile reported figures with underlying records rather than relying on a balance sheet showing a small amount of capital. Registered capital is not a statement of the money currently available in the bank.
The Accountancy Act, Articles 37 and 38, separates the rules for statutory audit from publication of financial statements. A company can lawfully fall outside mandatory audit requirements. This does not make its figures independently verified. Equally, a published inactivity declaration needs to match the facts. Inactivity for reporting purposes is a statutory category; it is not established merely because a company issued no sales invoices.
Tax review should cover the company's reporting history, VAT position, payroll, social insurance and transactions that might later be examined. An NRA certificate of existing or absent liabilities is useful dated evidence. It does not rule out a later assessment for an earlier period, a private debt or an undisclosed transaction. Obtain it close enough to completion to support the decision and reconcile it with the accounting records. Annual corporate-tax reporting and financial-statement publication are separate obligations, so evidence of one does not establish compliance with the other.
Article 129 of the Commercial Act distinguishes transfers between existing members from transfers to an outside buyer. The latter require compliance with admission rules and the statutory condition concerning unpaid employee remuneration, compensation and compulsory social-insurance contributions, including relevant former employees. The transaction package must address the prescribed declarations and the actual employment position, even when the seller describes the company as dormant.
The share-transfer agreement requires simultaneous notarisation of signatures and contents. The form of the associated corporate resolutions is a separate question: Article 137 permits written-form resolutions for specified decisions where the articles provide for that alternative. A written-form clause in the articles does not remove the notarisation required for the transfer contract itself. Check these requirements before booking signatures, particularly where a participant signs abroad or through a representative.
The A4 application records the resulting corporate changes in the Commercial Register. The supporting package normally covers the transfer, admission where relevant, revised ownership and constitutional documents, and any manager change. The Registry Agency's Ordinance No. 1, Articles 19–21, provides the documentary framework. A registry entry does not repair a defective transaction or replace scrutiny of the seller's authority. Completion therefore requires a valid underlying agreement and a coherent, properly filed corporate package.
Tell us where you live, how your business works and what you want to change. We will help you identify the questions to resolve and the next steps to consider.
Agree the commercial protections before committing to an unconditional purchase. The contract should identify exactly what is being sold, the price, the documents to be delivered and the conditions for completion. If due diligence identifies a particular historic exposure, address it expressly through the appropriate warranty, indemnity, price adjustment or retention. A general statement that the company is clean offers little practical protection unless the seller's commitments, disclosure and means of meeting a claim are clear.
For a company with assets or trading history, set a reference date for the financial information and deal with changes between that date and completion. Establish whether shareholder loans remain payable, will be repaid or will be transferred separately. The share price and an amount owed by the company to its former owner are different items. Record who receives each payment and under which agreement so the company does not emerge from the transaction with an unexpected demand from the seller.
Plan physical and digital handover as part of closing. The new manager needs the corporate records, accounting files, contracts, official correspondence and access arrangements necessary to operate the business. Inventory the bank mandates, electronic-service authorisations, company email and accounting platforms. Access linked personally to a departing manager should be replaced through the relevant provider's procedure. Transferring a shareholding does not automatically transfer that individual's electronic signature or banking credentials.
An individual buyer supplies identity details and the documents needed for the chosen signing route. A foreign corporate buyer also needs evidence of its legal existence, representatives and the decision approving the acquisition where required. Map the ownership chain through to the individuals who ultimately own or control it. Determine translation, apostille or legalisation requirements by the issuing country, document and applicable international arrangement; a foreign-language extract alone may not be suitable for the Bulgarian filing.
Where a representative signs, the power of attorney must cover the transaction and satisfy its formal requirements. Identify the company, interests and permitted actions clearly, including whether the representative may agree the price or make associated corporate decisions. Notarial signing, company resolutions and registry representation are distinct steps. ARG coordinates these steps with the relevant professional partners so that a document signed overseas can be used for its intended Bulgarian purpose.
An existing account belongs to the company, but the bank must assess changes in owners, controlling individuals, managers and expected activity. Prepare the acquisition documents, updated corporate records, business explanation, anticipated transactions and evidence of the funds used. Ask how the bank will recognise the new authorised signatories and whether it requires attendance. Treat this as a practical dependency if you need to receive customer payments immediately after completion.
The beneficial owner is the individual who ultimately owns or controls the entity, not simply the company appearing as its direct shareholder. Articles 61–63 and supplementary provision §2 of the Measures Against Money Laundering Act govern the relevant identification and disclosure. Review whether a B7 filing is needed after the acquisition, taking account of the statutory exceptions for information already available through the register. A bank's own customer checks remain separate from the public filing.
Review sector permissions and contractual notices alongside the ownership change. A licence can depend on management, qualifying holdings, premises, capital or professional competence. The necessary action is determined by that specific regime. Likewise, buying a Bulgarian company does not by itself give its foreign owner Bulgarian residence or unrestricted permission to work. Corporate ownership and the owner's immigration position must support the same business plan through their respective procedures.
Check the registered result against the agreed ownership, management, address and representation arrangements. Resolve any missing filing or inconsistent document before using an outdated extract with a bank or counterparty. Confirm who is responsible for the current accounting period, tax submissions, financial reporting and receipt of official notices. A midyear sale should leave a clear division of practical responsibilities and a complete record handover.
If the acquisition changes the constitutional document, incorporate the relevant euro capital figures in the revised text. The Registry Agency's 3 September 2026 guidance reports a general update deadline of 31 December 2028, with earlier updating when constitutional documents are amended on another ground, such as a change in the membership of an OOD or EOOD. Do not rely on the former rule describing every next registry application as the trigger.
To begin, send ARG the company's EIK, the seller's proposal, available accounts and corporate records, together with your intended activity, ownership, manager and funding arrangement. We coordinate the acquisition review, transaction preparation, registry changes and practical handover around those facts. You receive a defined route from an identified company and agreed purchase terms to documented ownership and an operationally prepared business.
Compare the related procedures in this category, including their requirements and the stage at which you need them.
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