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Supervisory Board

The Supervisory Board (“SB”) is a collective body which appears in Joint Stock Companies with two-tier managing system in combination with an Executive Board (“EB”). In general, the SB has to represent the Company only in its relationship with the EB and cannot take part in the management of the Company.

[...]

Division of Duties: The SB’s main role is to advise and supervise the EB in performing its tasks as a corporate management body with particular focus on relationship with Shareholders, compliance with applicable legislation and regulations, the financial reporting process, etc. It is also entitled to require at any time information and documentation with respect to the management of the Company from the EB. On the other hand, the EB runs the “day-to-day” affairs of the business, represents the Company before third parties, allocates resources and defines corporate strategy. The remuneration of the EB members is being determined by the SB and the latter has the right to dismiss the EB members at any time.

Composition: The SB consists of at least 3 and up to 7 members. Legal entities can be members of the SB but only if the Articles of Association (“AoA”) provide so. Please note that no person may simultaneously serve on both the EB and the SB of the Company.

Appointment/Dismissal Competence: The SB members are elected by the General Meeting (“GM”) (by simple majority) for not more than a five years’ term of office unless a shorter term is provided in the AoA. However, the first SB members are elected by 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
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

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

(ii) Convening notice.

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

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.

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

Standard declarations to be signed by the new SB member and authenticity declaration for to be signed by an Executive EB Member.

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.

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.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

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

(ii) Convening notice.

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

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

No later than 7 calendar days from the GMP.

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

No.

No.

The SB 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