Fee quote

Board of Directors

Joint stock companies with a one-tier managing system are managed by a Board of Directors (“BoD”). In comparison to the Joint Stock Company with a two-tier setup there are no Supervisory Board or similar bodies here. The BoD is appointed to act on behalf of the Shareholders.

[...]

Division of Duties:  The BoD has to conduct meetings regularly not less than once every 3 months to discuss the Company’s affairs and plans for future development. The BoD adopts its own Rules of Procedure and elects a Chairman and Vice Chairman amongst its members. The BoD must provide information to the Shareholders on the performance of the Company and its future plans and strategies on a regular basis.

Composition: The BoD consists of minimum 3 and maximum 9 members and legal entities can be members of the BoD (if the Articles of Association (“AoA”) allow it). The BoD may assign the management and representation of the Company to one or several executive members (“Executive Director(s)”) (in Bulgarian: “Изпълнителен/ни директор(и)”) amongst its members. However, these Executive Directors have to be fewer than the remaining BoD members.

Appointment/Dismissal Competence: The BoD members are elected by the General Meeting (“GM”) (by simple majority) for not more than a 5 years’ term of office unless a shorter term is provided in the AoA. However, the first BoD members are appointed by the GM for an initial term of no more than 3 years. There are no restrictions for reappointment.

Alternates: Not applicable.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Bulgaria on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Penkov, Markov and Partners before actually changing any board members in Bulgaria.

Appointment
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

(i) BoD Minutes/ Resolutions (one document) for the convening of the GM;

(ii) Convening notice.

Yes, Minutes/Resolutions to be signed by the BoD members and convening notice usually signed by an Executive Director.

At least 30 calendar days prior to the GM.

Yes, however, a scan copy is sufficient for each of the Shareholders.

No.

No (not even if all Shareholders concur).

Notice to be given either in writing to each Shareholder (if there are no bearer Shares issued and the AoA allows it) or published in the Commercial Register.
2

GM.

(i) Minutes/ Resolutions of the GM (one document);

(ii) List of participating Shareholders.

Yes, Minutes/ Resolutions to be signed by the Chairman, the Secretary of the GM and the vote tellers and list of participating Shareholders to be signed by such Shareholders and countersigned by the Chairman and the Secretary of the GM.

At the date stipulated in the Convening Notice.

No.

No.

No (and a physical meeting is always required).

The appointment becomes effective towards the Company (internally) as of the date of the GM and towards third persons (externally) upon registration with the Bulgarian Commercial Register (cf. Step 3).
3

Filing with the Bulgarian Commercial Register.

(i) Online form;

(ii) Minutes/ Resolutions of the GM;

(iii) List of participating Shareholders;

(iv) Standard declarations (under Art. 234, 237 of the Commercial Act);

(v) Authenticity declaration;

(vi) Specimen signature/consent (one document) of the new BoD member (only for Executive Directors).

Yes, online form to be signed by an Executive Director (or by proxy).

Standard declarations and specimen signature/consent to be signed by new BoD member (if required)

Authenticity declaration for to be signed by an Executive Director.

No later than 7 calendar days from the GMP.

Yes, however, for the purpose of the filing, scan copies are sufficient.

Yes, the standard declarations are to be notary certified, incl. the specimen signature/consent of new the BoD member (if required).

No.
1
Step 1
30 days
2
Step 2
0 days
3
Step 3
0-7 days

30-37 days*

*Notarization and physical meeting may take additional time.
Download/print Checklist Fee quote
Dismissal
Download/print Checklist Fee quote
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

(i) BoD Minutes/ Resolutions (one document) for the convening of the GM;

(ii) Convening notice.

Yes, Minutes/Resolutions to be signed by the BoD members and convening notice usually signed by an Executive Director.

At least 30 calendar days prior to the GM.

Yes, however, a scan copy is sufficient for each of the Shareholders.

No.

No (not even if all Shareholders concur).

Notice to be given either in writing to each Shareholder (if there are no bearer Shares issued and the AoA allows it) or published in the Commercial Register.
2

GM.

(i) Minutes/ Resolutions of the GM (one document);

(ii) List of participating Shareholders. 

Yes, Minutes/ Resolutions to be signed by the Chairman, the Secretary of the GM and the vote tellers and list of participating Shareholders to be signed by such Shareholders and countersigned by the Chairman and the Secretary of the GM.

At the date stipulated in the Convening Notice.

No.

No.

No (and a physical meeting is always required).

The dismissal becomes effective towards the Company (internally) as of the date of the GM and towards third persons (externally) upon registration with the Bulgarian Commercial Register (cf. Step 3).
3

Filing with the Bulgarian Commercial Register.

(i) Online form;

(ii) Minutes/ Resolutions of the GM;

(iii) List of participating Shareholders;

(iv) Authenticity declaration.

Yes, online form to be signed by an Executive Director (or by proxy) and authenticity declaration for to be signed by an Executive Director.

No later than 7 calendar days from the GMP.

Yes, however, for the purpose of the filing, scan copies are sufficient.

No.

No.

The BoD should not fall below 3 members as the public prosecutor may otherwise claim for the dissolution of the Company.
1
Step 1
30 days
2
Step 2
0 days
3
Step 3
0-7 days

30-37 days*

*A physical meeting may take additional time.
Download/print Checklist Fee quote
Fee quote

Penkov, Markov and Partners (“PM&P”) has provided all input about changing board members in [...] Bulgaria.

Established in 1990 Penkov, Markov & Partners is one of the first law firms in Bulgaria having nowadays the biggest and most significant client portfolios, and being respected both domestically and internationally.

PM&P advises clients on a wide range of legal matters with an emphasis on commercial and company law, banking and finance law, M&A, securities transactions, development of high-profile real estate projects, competition and antitrust law, licesing and know-how, IP law and litigation and arbitration.

For more information about PM&P and changing board members in Bulgaria, please use the below contacts:

TEL: +359 (0) 2 971 39 35
EMAIL: vladimir.penkov@penkov-markov.eu
WEB: www.penkov-markov.eu