Managing Director(s)

In Limited Liability Companies (“LLC”), the Managing Director (“MD”) is part of an organizational structure alongside with the General Meeting of Partners (“GMP”). The LLC may be described as a hybrid business entity having certain characteristics of both a corporation and a partnership or sole proprietorship (depending on how many owners there are) and it is one of the most prevalent business forms in Bulgaria. There is no Supervisory Board or similar corporate bodies in the LLC.

[...]

Division of Duties: The MD is responsible for the operational performance and “day-to-day” business activities of the Company and organizes and guides the activities of the Company in compliance with the law and the resolutions of the GMP. Furthermore, the MD has to convene the GMP at least once a year and takes part in it but only in a consultative capacity without the right to vote, if he/she is not a Partner in Company. On the other hand, the GMP establishes the overall strategy of the Company, makes certain “material” decisions and appoints the MD with simple majority (more than ½ of the registered Capital) which makes it the supreme decision-making body.

Composition: One or several persons may be appointed as MDs for an indefinite period of time. In case several MDs have been appointed, each one of them may act independently, unless the Articles of Association (“AoA”) provide otherwise. Other restrictions of the representative power of the MDs shall not have effect with regard to third parties. If more than one person are appointed as MDs, they do not form a collective corporate body. Either a Partner in the Company or a third person can be appointed MD.

Appointment/Dismissal Competence: The MD is appointed/dismissed by the GMP. The decision for the appointment/dismissal of the MD has legal effect towards third parties after its entry in the Commercial Register, whereby the decision itself is subject to notary certification of its content and signatures put, unless the AoA explicitly provides for simple written form of such decisions. The empowerment of the MD can be withdrawn at any time and his/her name has to be removed from the Commercial Register.

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
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
0-7 days*
2
Step 2
0 days
3
Step 3
0-7 days

0-14 days**

*Less than 7 days only possible if Step 1 is waived.

**Notarization may take additional time.

Dismissal
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
0-7 days*
2
Step 2
0 days
3
Step 3
0-7 days

0-14 days

*Less than 7 days only possible if Step 1 is waived.

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