Running a company in Bulgaria often involves making adjustments over time. These can be changing your registered address, removing a current or appointing a new manager, or increasing your company’s capital, these corporate actions must be completed in accordance with Bulgarian law and registered with the Commercial Register in order to be valid for each third party (including Bulgarian banks, partners, clients etc.).
Below, we outline the most common corporate changes, the legal requirements, and how we can guide you through and assist with the process efficiently.
Change of Registered Address
This is maybe the most usual corporate action which is required when you are switching offices and have no access to your previous location. The registered address of your company is where all official correspondence is sent and where legal notifications are deemed delivered. This is why it is so important to be up to date at the first time possible.
When is it necessary?
- Moving to a new office location.
- Relocating from one city to another.
- Changing the seat of business for tax or operational reasons.
Procedure:
- A resolution of the managing body (e.g., General Meeting of Shareholders or sole owner’s decision);
- An amendment of the company’s Articles of Association;
- Additional documents required for submitting the change;
- Submission of the change to the Commercial Register within 7 days from the decision.
It takes around 1-2 business days for approval by the Commercial register and then there is 3-days lawful period that needs to pass in order for the change to be mirrored on the company’s profile and be visible and mandatory for all the third parties.
Appointing or Removing a Manager
The company’s manager (or executive director) represents the business before third parties, signs contracts, and is responsible for day-to-day operations. This is the most important role in each company and appointing a reliable person is more than required. The appointed manager of a Bulgarian company has unlimited power when it comes to third parties and only limitation could be only between the manager and the company itself – in their internal agreements which are not public for other parties.
Adding a new manager:
- Shareholder decision or board resolution;
- Written consent from the new manager with a notarized signature;
- Declaration under Art. 141(8) of the Bulgarian Commercial Act (stating no conflicts or prohibitions);
- Additional documents required for submitting the change;
Removing a manager:
- Decision by the shareholders or competent corporate body;
- Filing with the Commercial Register to officially remove their powers;
- Additional documents required for submitting the change.
There are cases when with the registration of the Bulgarian company, the initial manager is written in the shareholders agreement. This is not wrong, but it is not a mandatory requirement and if this is the case, a new shareholders agreement should be made – either with the new manager’s names or without any names (which is not prohibited by law). If the manager is not mentioned, it is easier for subsequent changes when needed.
Increasing Share Capital
A capital increase can be used to fund expansion, attract investors, or strengthen your company’s financial standing.
Methods include:
- Cash contributions from shareholders.
- Non-cash contributions (assets, rights, or receivables).
- Conversion of company debt into equity.
Procedure:
- General Meeting resolution with the required majority;
- Amending the Articles of Association;
- Payment of the new capital into the company’s bank account;
- Additional documents required for submitting the change;
- Registration with the Commercial Register.
If the capital will be increased with non-cash contributions or with a conversion of a debt, an assessment is needed prior to that. It is mandatory in order to know the exact price of the assets imported in the company’s capital.
Why Timely Registration Matters
All corporate changes take legal effect only after they are recorded in the Commercial Register. Delays or omissions can result in:
- Legal uncertainty in contracts;
- Tax and compliance issues;
- Potential fines under the Commercial Register and Register of Non-Profit Legal Entities Act.
There are instructional term of 7-days for uploading in the Bulgarian commercial register after each change. Depending on the change, there are 1-3 business days for reviewing and approving it and then 3 more additional days for publishing on the company’s profile. After this term expires and the change is visible in it, it is mandatory for each third party and should be taken into account.
How Legalla Can Help
Our team handles the full process – drafting documents, arranging notarizations when needed, and submitting applications to the Commercial Register with e-signature. We ensure that your corporate actions are completed quickly, accurately, and in full compliance with Bulgarian law. If you have plans for any corporate changes of your Bulgarian company, don’t hesitate to reach out and assign us this task.