A transfer of shares in a limited liability company in Bulgaria depends on whether the buyer is already a shareholder or it is a third party.
There are no legal restrictions based on the nationality of the seller and the buyer.
The transfer of a whole company under the Bulgarian Commercial Act means transfer of 100% shares of the shareholders or the sole owner of the capital in Limited Liability Company (LLC).
A transfer of a company share from one partner to another is freely. No approval from the General Assembly of the company is needed.
In case the buyer is a third party, the share transfer shall be in compliance with the requirements for admitting a new partner.
Firstly, a Share sale and purchase agreement shall be signed. The signatures of the parties and the content of the contract shall be notarised simultaneously.
Therefore, it cannot be notarized first by one of the parties and then in the next day by the other party.
So, there are two options:
- to sign the contract before the Notary Public in Bulgaria, or
- to sign it in the Bulgarian Embassy or Consulate abroad.
Secondly, the buyer provides to the company a request for acceptance as a shareholder. As well, the buyer declares that it accepts and agrees with the terms and conditions of the effective Article of Association of the company.
Thirdly, the General meeting of the shareholders or the sole owner of the capital approve the share transfer from the seller to the buyer and accept the buyer as a new partner or a new sole owner in the company. For these decisions, a record with simultaneous notarisation of the signatures and contents shall be created, unless a written form is provided for in the Article of Association.
In addition, the shareholders sign a new updated Articles of Association of the company.
For purposes of registering the share transfer in the Bulgarian Commercial register, a standard form affidavit by the managing director of the company and the seller of the shares that there are no unpaid payable wages, compensations and statutory social security contributions of workers and employees and employees, including to workers and employees whose employment relationships have been terminated up to three years prior to the transfer of the company share is also required.
The necessary documents for the registration of the transfer of shares in a limited liability company in Bulgaria are:
- a standard form application for entry of circumstances concerning a LLC;
- a Share sale and purchase agreement with the signatures and contents notarised simultaneously;
- a request for acceptance as a shareholder;
- resolutions of the General meeting or the sole owner regarding the share transfer, an admission of a new shareholder, etc.;
- a new updated Articles of Association dully signed by the shareholders or the new sole owner of the capital;
- a copy of the Articles of association, where the personal data, other than those required by law, is deleted;
- a standard form affidavit that there are no unpaid payable wages, compensations and statutory social security contributions of workers and employees and employees, including to workers and employees whose employment relationships have been terminated up to three years prior to the transfer of the company share;
- a standard form affidavit that the circumstance to be registered with the Commercial Register are true and genuine;
- a Power of attorney issued to the lawyer that shall file the corporate changes with the Commercial Register;
- a bank receipt evidencing the payment of the statutory fee for registration of the share transfer with the Commercial Register.
In case of a sole owned LLC, the new sole owner may adopt decisions on new registered address, general manager’s change, etc.
The title ownership to the shares pass from seller to the buyer as of the day of the duly execution of the agreement in the form required by law.
The transfer of the shares become effective vis-a-vis third parties as of the date of its registration with the Commercial Register.
Usually, the change of title ownership of the shares takes around 4 days as of the date of submission of the documents to the Commercial Register.
For more information regarding the share transfer of a Bulgarian company please do not hesitate to contact us by e-mail: firstname.lastname@example.org or call us on: +359 2 851 72 59.