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Company Ownership Change

Changing the ownership of a commercial company is among the most common corporate procedures in Bulgarian practice. Whether it involves a voluntary transfer of shares or a unilateral withdrawal of a shareholder — every step requires precise legal support.

How is ownership changed?

In limited liability companies (LLC / OOD), ownership change is carried out in two main ways: through voluntary share transfer by resolution of the General Meeting, or through unilateral withdrawal of a shareholder.

The transfer of shares requires the execution of a notarised agreement. The General Meeting resolution is also subject to notarisation, unless the articles of association provide otherwise.

Joint-stock companies (JSC / AD)

In joint-stock companies, the transfer method depends on the type of shares. Bearer shares are transferred by simple delivery, while registered shares are transferred by endorsement (notation on the back of the share certificate). Share transfers are not subject to registration in the Commercial Register — they are reflected only in the shareholders' register.

Timeline

The entire ownership change procedure takes approximately 5 business days for document preparation and application filing, plus about 1 week for the Commercial Register to issue its decision. In cases of more complex transactions or where additional documents are required, the timeframe may be longer.

Required documents

  • Share transfer agreement (notarised)
  • General Meeting resolution
  • Updated articles of association
  • Manager's declarations
  • Power of attorney (if a lawyer is authorised)
  • Certificate of no outstanding employee obligations

Frequently asked questions

Can a shareholder transfer their shares without the consent of the others?
In principle, transferring shares to a third party requires a General Meeting resolution with a 3/4 majority of the capital. However, transfers between existing shareholders do not require such approval, unless the articles of association provide otherwise. In case of unilateral withdrawal under Art. 125, para. 2 of the Commercial Act, the consent of the other shareholders is not required.
What are the tax implications of an ownership change?
When transferring shares, individuals owe a 10% income tax on the difference between the sale price and the nominal value of the shares. Legal entities include the sale proceeds in their overall taxable result. We recommend a preliminary consultation to optimise the tax burden.
Is the manager's consent required for the transfer?
The manager does not give consent in the strict sense of the word, but is obliged to file the application for registration of the change with the Commercial Register. If the manager refuses, the new owner may do so through an authorised lawyer, provided the relevant resolutions are in place.

Need assistance?

Our lawyers can assist you throughout the entire ownership change process — from document preparation to registration with the Commercial Register.

Related services

Share Transfer

Notarised agreement and Commercial Register filing

Shareholder Resignation

Voluntary or unilateral withdrawal

Change of Manager

Manager replacement by General Meeting resolution