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Executive Board

The Executive Board (“EB”) is a collective management body which is part of an organizational structure along with the Supervisory Board (“SB”) in case of a two-tier managing system. As per legal definition the Joint Stock Company is managed by an EB which acts under the control and supervision of the SB.

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Division of Duties: The most important tasks of the EB are defining corporate strategy, long-terms goals, setting the budget and allocating corporate resources. The EB is responsible for the “day-to-day” business activities of the Company. The EB is obliged to report on its activity to the SB at least once every 3 months and also has to inform the Chairman of the SB of all circumstances arisen which are of substantial matter to the Company. On the other hand, the SB supervises and controls the activities of the EB and may require the latter to provide information and/or report on any matter concerning the Company.

Composition: The number of EB members can be between 3 and 9. Legal entities may become EB members if the Articles of Association (“AoA”) allow it. Please note that no person may simultaneously serve on both the EB and the SB of the Company. The EB may delegate authority to one or several of its members (“Executive Member(s)”) (in Bulgarian: “Изпълнителен/и член(ове)”) to represent the Company (which is subject to approval by the SB and the names of the empowered representatives have to be listed in the Commercial Register). The authority delegated may be revoked at any time. The EB also makes key staff appointments within the Company.

Appointment/Dismissal Competence: The SB appoints the EB members and dismisses them at its own discretion at any time. The EB members are elected by the SB for not more than a 5 years’ term of office, unless a shorter term is provided in the AoA, with 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
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice.

Yes, to be signed by the Chairman of the SB.

Depending on the AoA and the Rules of Procedure of the SB (“RoP”).

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

No.

No (unless otherwise set out in the AOA/the RoP).

Usually notice to be given in writing to each SB member.
2

SB Meeting.

Minutes/ Resolutions of the SB Meeting (one document).

Minutes/ Resolutions to be signed by all attending SB members.

At the date stipulated in the convening notice.

No.

No.

No, however, no physical meeting is required if allowed in the AoA and all of the SB members concur.

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

Filing with the Bulgarian Commercial Register.

(i) Online form;

(ii) Minutes/ Resolutions of the SB Meeting;

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

(iv) Authenticity declaration;

(v) Specimen signature/consent (one document) of the new EB member (only for Executive Members).

Yes, online form to be signed by an Executive EB Member (or by a proxy).

Standard declarations and specimen signature/consent (if required) to be signed to be signed by the new EB members.

Authenticity declaration to be signed by an Executive EB Member.

No later than 7 calendar days from the SB Meeting.

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 EB member (if required).

No.
1
Step 1
No specific requirements
2
Step 2
0 days
3
Step 3
0-7 days

0-7 days + as set out in the RoP*

*Notarization may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice.

Yes, to be signed by the Chairman of the SB.

Depending on the AoA and the Rules of Procedure of the SB (“RoP”).

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

No.

No (unless otherwise set out in the AOA/the RoP).

Usually notice to be given in writing to each SB member.
2

SB Meeting.

Minutes/ Resolutions of the SB Meeting (one document).

Minutes/ Resolutions to be signed by all attending SB members.

At the date stipulated in the convening notice.

No.

No.

No, however, no physical meeting is required if allowed in the AoA and all of the SB members concur.

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

Filing with the Bulgarian Commercial Register.

(i) Online form;

(ii) Minutes/ Resolutions of the SB Meeting;

(iii) Authenticity declaration.

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

No later than 7 calendar days from the SB Meeting.

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

No.

No.

The EB should not fall below 3 members as the public prosecutor may otherwise claim for the dissolution of the Company.
1
Step 1
No specific requirements
2
Step 2
0 days
3
Step 3
0-7 days

0-7 days + as set out in the RoP
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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