We coordinate the documents for a sale or transfer of ownership interests, including corporate approvals and the registration of the new ownership structure.
A client preparing a share transfer and ownership change had gathered information but was unsure how to proceed. Resolutions, powers of attorney, declarations and registry steps still needed to be organised. ARG brought them into a clear process so the client could identify the outstanding work and understand why each part required attention.
The document package depends on who is acquiring the interest and the ownership structure intended after completion. Admission of an outside buyer, an internal transfer and a change between OOD and EOOD structures require different corporate decisions. Signing authority, unpaid capital and registered attachments can also affect preparation and registration. These points need to be checked against the company’s records before the parties settle the signing timetable.
ARG can help when you need to
Provide the EIK, seller, buyer, exact interest and resulting capital structure. Confirm whether the buyer is already a member or must be admitted as a new participant.
Check title, registered attachments and outstanding capital contributions. The buyer can share liability for unpaid contributions under Article 130, independently of the agreed purchase price.
Prepare admission decisions where applicable, updated articles and the transfer agreement. The agreement requires simultaneous notarisation of signatures and contents; overseas signing needs a suitable document route.
For an outside buyer, address Article 129’s employee-claim condition and declarations. Plan related management, beneficial-owner, banking and sector-permission changes before completion.
A share transfer changes who holds a participation interest in an OOD or EOOD, the Bulgarian limited liability company. The interest carries membership rights rather than ownership of particular company assets. The company keeps its legal identity, EIK identification number, contracts and liabilities. A purchaser of half the capital therefore becomes a participant in the company; they do not personally acquire half of each asset or a separate part of its business.
This route can support the admission of an investor, a sale to a new owner, a transfer between existing participants or a reorganisation within a group. First establish the exact interest being transferred and the ownership structure that should result. A sale of part of an EOOD can create an OOD with several members. Acquisition of all OOD interests by one person produces sole ownership. The updated constitutional document must reflect that result, including the distribution of capital and decision-making arrangements.
The rules explained here concern OOD and EOOD interests. Shares in an AD, the Bulgarian joint-stock company, and transactions involving an entire commercial enterprise follow different rules. Likewise, a member's withdrawal or inheritance of an interest is not automatically treated as a negotiated sale. ARG identifies the legal event before coordinating the documents, so a familiar foreign expression such as share transfer does not conceal a different Bulgarian procedure.
That question determines a central part of the preparation. Under Articles 122 and 129 of the Commercial Act, a transfer between existing members does not require the admission of an outsider. A new participant applies in writing and accepts the articles; the competent corporate organ decides on admission and consent to the transfer. Review the current articles, voting requirements and any relevant contractual arrangements before fixing a signing date.
Article 137 governs the general meeting's competence and the form of specified decisions. Some decisions require simultaneous notarisation of signatures and contents unless the articles provide for written form. This is separate from Article 129's mandatory notarisation of the transfer agreement itself. An ordinary signed agreement, an electronic scan or an internal written-form clause does not replace that contract form. Where parties sign abroad, resolve representation and document authentication before arranging completion.
For an outside buyer, Article 129(1) requires the relevant position on overdue employee remuneration, compensation and compulsory social-insurance contributions to be addressed. The condition includes qualifying former employees whose employment ended within the preceding three years. Prepare the prescribed seller and manager declarations against actual payroll and employment records. A company with no current employees can still have a relevant employment history; a statement about today's staffing is not a sufficient review of the condition.
The Supreme Court of Cassation's Interpretative Decision No. 1/2020 of 31 May 2023, point 7, confirms that this negative condition does not apply to transfers between existing members. The distinction concerns the statutory transfer rule. It does not extinguish the company's employment liabilities or remove the commercial reason for assessing them. Explain the buyer's existing membership accurately rather than treating every change of ownership as the same route.
A registered attachment over the relevant interest can prevent registration of a later transfer. The same interpretative decision addresses that obstacle and the evidence needed where earlier transfers were not registered. Review the ownership chain and register before committing to completion. A seller's promise to resolve an attachment is a contractual undertaking, not the removal of the registered restriction. The transaction timetable must allow the obstacle to be dealt with through the appropriate procedure.
Also establish whether contributions due on the transferred interest have been paid. Article 130 makes the buyer jointly liable with the seller for contributions outstanding at transfer. This is distinct from the price paid to the seller and from debts owed by the company to third parties. If the company also owes money to the departing shareholder, document how that claim will be treated. Transfer of the ownership interest does not automatically assign or forgive a shareholder loan.
An A4 application records the resulting corporate changes in the Commercial Register. The Commercial Register Act, Articles 15 and 21, determines applicant authority and the registration officer's review. The transfer particulars must match the new member or sole-owner information, the constitutional document and any linked manager change. A valid underlying transaction and an accurate filing are separate requirements; the register does not cure an agreement signed without the required authority or form.
The practical objective is a coherent ownership record that counterparties and institutions can use. Confirm whether the transaction requires an updated beneficial-owner disclosure, bank notifications or a regulated-sector consent. Company ownership, management authority and permission to conduct a licensed activity are different questions. Planning all three before completion helps the new owner exercise the rights they intended to acquire and prevents a completed share sale from leaving essential operational steps unresolved.
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.
Send ARG the company's EIK, current articles or constitutive act, available ownership documents and the proposed transaction terms. Identify the seller, buyer, interest to be transferred, price and intended ownership after completion. Confirm whether the buyer is already a member and whether the manager, address, representation arrangements or activity will change. These facts determine the corporate decisions and supporting evidence rather than merely filling blanks in a standard contract.
For a foreign corporate party, provide a current record of legal existence and representatives, together with any required decision approving the transaction. For individuals, provide the identifying documents required for execution. If a representative will sign, establish the scope and form of the power of attorney. Translation and apostille or legalisation requirements depend on the document and issuing jurisdiction. Check them before signature, especially when a foreign notarial procedure must support a Bulgarian contract requiring simultaneous certification of signatures and contents.
Agree when the price becomes payable and what must be delivered before that point. The contract should address the ownership being transferred, relevant disclosures, seller commitments and the consequences if a required condition is not met. Where the company has trading history, obtain the accounting and contractual evidence needed to assess its position. The appropriate level of due diligence depends on the business and the interest acquired, including whether the buyer receives control or remains a minority member.
A minority investor should examine how decisions will be taken after admission: voting thresholds, access to information, profit distribution and the arrangements for a future exit. A buyer acquiring all interests needs a complete handover of records and effective management arrangements. Those commercial differences should be reflected in the revised articles and any separate agreement between participants. A share-transfer contract alone may not settle the future relationship between the people who will run and finance the company.
The preparation combines the transfer agreement with admission materials where needed, corporate resolutions, the revised constitutional document, prescribed declarations and any manager appointment documents. The parties execute the transfer in the required notarial form. The authorised applicant then submits the A4 package and monitors the registration outcome. If the registry issues instructions or a refusal, the response should address the identified legal or documentary issue within the applicable procedure.
After registration, compare the published result with the signed documents. Check the transferred interest, resulting members or sole owner, manager and mode of representation. Under the Registry Agency's 3 September 2026 euro guidance, an amendment of the constitutional document on another ground also brings its euro capital figures into the update process; the general deadline is stated as 31 December 2028. A change in OOD or EOOD membership is therefore a practical occasion to align the revised document with the current capital position.
Update the company's internal records, banking mandates and correspondence arrangements. Review beneficial ownership under Articles 61–63 and supplementary §2 of the Measures Against Money Laundering Act; a B7 filing depends on the resulting control structure and the applicable statutory exceptions. The bank separately checks the new owners, source of funds and expected activity. Its customer-identification requirements are not completed merely by presenting a registered share transfer.
The seller's tax position needs its own analysis of identity, residence, acquisition cost, sale terms and relevant treaty facts. Deal separately with any shareholder loan and continuing personal guarantee; departure as a member does not itself release an undertaking given to a lender. Agree who keeps or receives each corporate and accounting record, and put current reporting responsibilities in place. ARG coordinates the transaction and these connected relocation requirements with the relevant legal, accounting and banking participants, using the agreed scope and the company's actual records.
Compare the related procedures in this category, including their requirements and the stage at which you need them.
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