Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GMP. |
Convening notice. |
Usually signed by the MD. |
To be received by each Partner at least 7 calendar days before the GMP (unless the AoA provides otherwise). |
Yes, however, a scan copy is sufficient for each of the Partners. |
No. |
Yes, if the appointment is adopted in absentia or it is obvious that all Partners have attended the GMP and no objections are made. |
Notice to be given in writing addressed to each of the Partners. |
2 |
GMP. |
Minutes/ Resolutions of the GMP (one document). |
Yes, to be signed by all of the voting Partners. |
At the date stipulated in the convening notice (unless waived, cf. Step 1). |
No. |
Yes, signatures and content to be concurrently notary certified (unless the AoA explicitly provides for simple written form of such decisions). |
No, however, no physical meeting is required if all Partners concur. |
The appointment becomes effective towards the Company (internally) as of the date of the GMP 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 GMP; (iii) Standard declarations (under Art. 141, Para. 8, Art. 142 of the Commercial Act); (iv) Authenticity declaration; (iv) Specimen signature/consent of the new MD (one document). |
Yes, online form to be signed by the MD (or by a proxy) and declarations, specimen signature/consent to be signed by the new MD. |
No later than 7 calendar days from the GMP. |
Yes, however, for the purpose of the filing, scan copies are sufficient. |
Yes, specimen signature/consent of the new MD to be notary certified. |
No. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
0-14 days** *Less than 7 days only possible if Step 1 is waived. **Notarization may take additional time. |
Step | Action | Documentation | Signatures? | Timing | Originals? | Notarization/ Certification? |
Waiver of Step? |
Miscellaneous |
---|---|---|---|---|---|---|---|---|
1 |
Convening of GMP. |
Convening notice. |
Usually signed by the MD. |
To be received by each Partner at least 7 calendar days before the GMP (unless the AoA provides otherwise). |
Yes, however, a scan copy is sufficient for each of the Partners. |
No. |
Yes, if the dismissal is adopted in absentia or it is obvious that all Partners have attended the GMP and no objections are made. |
Notice to be given in writing addressed to each of the Partners. |
2 |
GMP. |
Minutes/ Resolutions of the GMP (one document). |
Yes, to be signed by all of the voting Partners. |
At the date stipulated in the convening notice (unless waived, cf. Step 1). |
No. |
Yes, signatures and content to be concurrently notary certified (unless the AoA explicitly provides for written form of such decisions). |
No, however, no physical meeting is required if all Partners concur. |
The dismissal becomes effective towards the Company (internally) as of the date of the GMP 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 GMP; (iii) Authenticity declaration. |
Yes, online form to be signed by the MD (or by a proxy) and authenticity declaration to be signed by the MD. |
No later than 7 calendar days from the GMP. |
Yes, however, for the purpose of the filing, scan copies are sufficient. |
No. |
No. |
The dismissal of the MD is usually accompanied by the appointment of a new MD. If the Company does not have any MDs for a period of more than 3 months, the public prosecutor may claim for the dissolution of the Company. |
1
Step 1
|
2
Step 2
|
3
Step 3
|
|||
0-14 days *Less than 7 days only possible if Step 1 is waived. |
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 35EMAIL: vladimir.penkov@penkov-markov.eu
WEB: www.penkov-markov.eu