The owners of a Bulgarian limited company hold shares in its capital — not share certificates that change hands with a signature. A transfer goes through a set procedure: the right consent, an agreement in a specific notarial form, declarations required by law and an entry in the Commercial Register. A mistake in form can make the transfer void, so the details matter as much as the price.
Before signing: what a buyer should check
The buyer takes over the company with everything inside it, including its debts. A short review before the agreement saves most later disputes.
- The articles of association: pre-emption rights, consent requirements and any restriction on transfers.
- Liabilities: tax and social security arrears, loans and guarantees, unpaid salaries, pending court cases.
- Contracts and licences that may end, or need consent, when ownership changes.
- The register file: the registered partners and managers, and whether the capital has been paid in.
- Property: if the company owns real estate, the same title checks as for a direct purchase.
- Beneficial owners: what is registered today and what will have to change.
The steps
Consent
A transfer between existing partners is free unless the articles provide otherwise. A transfer to an outsider requires a general meeting decision admitting the new partner, taken by three quarters of the capital. In an EOOD the sole owner decides alone.
Agreement
A written share transfer agreement, signed before a notary who certifies the signatures and the content together. If a party signs through an attorney, the notary checks the power of attorney before certifying.
Declarations
The seller and the manager declare that the company has no unpaid salaries or social security contributions owed to its employees. A new partner confirms in writing that it accepts the articles.
Registration
The manager applies to enter the transfer, the new partner and any amended articles in the Commercial Register — usually online with an electronic signature.
Beneficial owners
If the people who ultimately own or control the company change, the new information is entered in the register. Banks will ask for it as well.
Selling part of the shares of an EOOD brings in a second owner, so the company becomes an OOD and needs articles for several partners. Selling all of them simply changes the sole owner.
Paying the price safely
The agreement is the moment to protect both sides. Common solutions are an escrow account released on registration, payment in instalments secured by a pledge on the shares sold, or warranties from the seller about the company’s debts, backed by a retention from the price. What matters is that the payment and the change of ownership are tied together, so neither side ends up having performed while the other has not.
Tax on the gain
| Seller | Bulgarian tax |
|---|---|
| Individual resident in Bulgaria | 10% on the gain — the price less the documented acquisition cost — declared in the annual tax return |
| Individual living abroad | 10% on the gain under Bulgarian law; many double tax treaties give the right to tax share gains only to the seller’s country of residence, except often for companies whose value comes mainly from Bulgarian real estate |
| Company | The gain forms part of its taxable profit; a Bulgarian company pays 10% |
Treaty relief has to be documented, usually with a certificate of tax residence from the seller’s home country, so it should be arranged before the price is paid.
Questions clients ask
Can we sign without being in Bulgaria?
Yes. Either party can sign through an attorney, or sign before a notary abroad in a form the Bulgarian notary will accept. Because the agreement needs signatures and content certified together, the power of attorney should be drafted with care — see our guide on powers of attorney signed abroad.
What happens to the company’s debts after the sale?
They stay with the company. The buyer does not become personally liable, but economically it inherits them through the value of the shares — which is why the review before signing matters. A seller who has personally guaranteed company loans is not released automatically; the release has to be agreed with the lender.
When does the buyer become a partner?
The agreement binds the parties once signed, but banks, authorities and counterparties deal with the partners shown in the Commercial Register. In practice the buyer can exercise its rights once the transfer is entered — usually within days of filing.
This guide is general information about Bulgarian law as it stood on the date of publication. It is not legal advice for your specific case.
