Procedure for changing a manager
The manager of a limited liability company may be replaced at any time by a resolution of the General Meeting. The resolution is adopted by a simple majority (more than half of the capital), unless the articles of association require a higher majority.
The General Meeting resolution is subject to notarisation of signatures and content. This notarisation may be avoided if the articles of association expressly provide for an alternative form of decision-making.
Foreign national as manager
EU citizens may freely be appointed as managers of Bulgarian companies. For non-EU citizens, there is also no legal prohibition, but they must present additional documents — legalised and apostilled, where applicable.
Timeline
Document preparation and filing the registration application takes approximately 5 business days. The Commercial Register usually renders its decision within an additional 4–5 business days. It is important to ensure a smooth transition — the outgoing manager should be duly discharged from liability with an express protocol.
Required documents
- General Meeting resolution (notarised)
- New articles of association
- Declarations of the new manager (under Art. 141 CA, Art. 142 CA, Art. 13 para. 4 CRA)
- Power of attorney (if a lawyer is authorised)
- Management agreement (optional)
- State fee
Frequently asked questions
Need assistance?
Our lawyers can assist you with the manager replacement — from preparing the resolutions to Commercial Register filing and discharge from liability.