Any commercial company in Bulgaria may appoint a procurator (business manager) to manage its enterprise. More often, Bulgarian companies owned by foreign individuals or legal entities appoint a procurator to carry out all and any commercial activities of the company. However, the representative power of the procurator is more limited than that of the general manager of the company.

The authorization of the procurator (the so-called procura) must bear notarised signatures. As well, a specimen of the signature of the procurator shall be submitted for recording in the Commercial Register.

There is no obstacle for the company owners to authorize several individuals for either a separate or a joint management. The mixed version of representation is preferred for concluding contracts of higher value, for drawing loans and credits, etc.

The conclusion of a procura agreement between the company and the procurator is mandatory. The contract may be concluded for an indefinite or for a definite period of time.

The procurator is entitled to a monthly remuneration, which amount shall be agreed by the parties in the contract. As well, various bonuses for achieved results can be provided.

The procurator (business manager) has the right:
  • to represent the company before any third parties – banks, insurance companies, state and municipal authorities;
  • to perform all actions and transactions related to the management of the company’s activity (e.g. to conclude contracts for sale, rent, loan, insurance, to file claims on behalf of the company, etc.);
  • to organize the commercial activity, the production process, the accounting and to operate with the bank accounts of the company;
  • to authorize third parties to perform certain actions, e.g. lawyers, accountants, etc.

The procurator may be explicitly assigned to execute the functions of the employer on the labour relationships. For example, to conclude, amend and terminate labour contracts, to execute the disciplinary responsibility of the employees, to send the employees on business trips, etc.

The procurator signs documents by adding his/her own name to the company’s name and an additional text, indicating the procura.

The procurator (business manager) has no right:
  • to authorize other persons with his/her rights under the law;
  • to transfer or encumber any real estate of the company, unless expressly authorised thereto;
  • to carry out competitive activity, unless otherwise agreed in the procura contract.

An authorisation has effect in respect of third parties only after recording in the Commercial Register.

The procurator’s authorization may be revoked at any time. The withdrawal is also subject to entry in the Commercial Register.

The procura agreement may also be terminated in the following cases:
  • by mutual agreement between the parties;
  • upon expiration of the term of the contract, if such has been agreed;
  • unilaterally by the procurator by serving prior written notice;
  • in case of death of the procurator;
  • in case of transformation, liquidation or opening of insolvency proceedings of the company, etc.

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