Selling your EOOD? Stepping back from day-to-day management? Or simply appointing a professional manager? Changing the director (manager) of a Bulgarian EOOD is a standard Trade Registry amendment, but it requires more formality than a simple name or address change. The new manager must provide a notarized specimen signature and a notarized consent declaration — both mandatory under the Bulgarian Commercial Code. This guide walks you through the entire process: every document, the exact steps, what it costs, special rules for foreign directors, and the full checklist of things to update after the change is registered.
When to Change the Director
In a Bulgarian EOOD (single-member LLC), the manager is the person who legally represents and runs the company. The sole owner appoints the manager, and the manager does not have to be the owner — it can be any individual. Here are the most common situations that trigger a manager change.
- Selling the company: When an EOOD is sold, the new owner almost always replaces the existing manager with themselves or their own appointee. The manager change is typically filed together with the ownership transfer. For more on company sales, see our guide on running a Bulgarian company from abroad.
- Appointing a professional manager: Some owners prefer to appoint a local Bulgarian professional to handle day-to-day operations, sign documents, and deal with authorities — especially if the owner lives abroad.
- Personal reasons: The current manager wants to step down — perhaps due to retirement, relocation, health, or a dispute with the owner. Under the Commercial Code, a manager can resign by written request, and the company must register the change within one month.
- Restructuring: The company is growing and needs a manager with different skills, or the owner wants to separate ownership from management for governance or liability reasons.
- Adding a second manager: An EOOD can have multiple managers. Under Article 141(2) of the Commercial Code, each manager may act independently by default, unless the Founding Act requires joint representation. This is useful when you want two signatories or need local and international representation.
Documents Needed
A manager change requires more documentation than a simple name or address change because the new manager must provide notarized documents. Here is the complete list.
| # | Document | Notarization | Notes |
|---|---|---|---|
| 1 | Sole owner decision | Not required | Written decision by the sole owner: (a) releasing the old manager, (b) appointing the new manager, (c) defining the representation method (sole or joint), and (d) authorizing amendment of the Founding Act |
| 2 | Amended Founding Act | Not required | Updated to reflect the new manager's name and representation rights. Must be a complete, current version with all other clauses intact |
| 3 | Consent declaration with notarized signature | Required | New manager's written consent to accept the management role (per Art. 141(3) of the Commercial Code). The signature on this declaration must be notarized |
| 4 | Notarized specimen signature | Required | The new manager's specimen signature, notarized by a Bulgarian notary. This is the official signature sample filed with the Trade Registry |
| 5 | Declaration under Art. 141(8) | Not required | New manager declares they have not served as a manager of a company that went insolvent with unsatisfied creditor claims in the past 2 years and have not breached oil stock obligations |
| 6 | Application Form A4 | Not required | Standard Trade Registry form for registering changes to an existing company. Completed in Bulgarian |
| 7 | Declaration of true circumstances | Not required | Standard declaration under the Commercial Register Act attesting that submitted information is accurate |
| 8 | State fee payment | N/A | EUR 15 electronic / EUR 30 paper. Payment receipt or electronic confirmation attached to application |
Notarization is mandatory: Unlike a name change or address change (where no notarization is needed), a manager change requires the new manager to personally appear before a Bulgarian notary to sign the consent declaration and specimen signature. If the new manager is abroad, these documents can be signed before a local notary and apostilled, or signed at the nearest Bulgarian consulate.
Step-by-Step Process
Here is the exact sequence. Your lawyer handles steps 2-6; the new manager's involvement is needed only for the notarized documents in step 3.
- Sole owner issues a decision. The sole owner of the EOOD prepares a written decision that: (a) releases the current manager from their duties, (b) appoints the new manager by full name and personal identification number, (c) specifies whether the new manager represents the company independently or jointly (if there are multiple managers), and (d) authorizes the amendment of the Founding Act. This decision does not require notarization — it is in simple written form.
- Lawyer prepares documents. Your lawyer drafts the amended Founding Act (reflecting the new manager), the Application Form A4, the declaration of true circumstances, and the declaration under Art. 141(8) of the Commercial Code. All documents must be in Bulgarian.
- New manager provides notarized documents. The new manager visits a Bulgarian notary to sign: (a) the consent declaration accepting the management role, and (b) the specimen signature. Both documents require the notary to certify the manager's signature. The manager must present a valid ID (Bulgarian ID card or passport for foreign nationals). If the new manager is outside Bulgaria, they can sign before a local notary with an apostille, or at a Bulgarian consulate.
- Lawyer files with the Trade Registry. The lawyer submits the complete application electronically via the Trade Registry portal using a qualified electronic signature (KEP). The state fee of EUR 15 is paid electronically. Paper filing (EUR 30) is possible but rarely used.
- Trade Registry reviews and registers. The registrar reviews the application within 1-3 business days. If everything is in order, the change is registered and immediately visible in the public Trade Registry database. The old manager is removed and the new manager is listed. If the registrar finds an issue, they issue instructions to correct it within a deadline (usually 3 business days).
- Post-registration updates. Once registered, the new manager must update the bank specimen, and both old and new managers must handle their respective social security declarations with the NRA. See the full checklist below.
KEP requirement: Electronic filing with the Trade Registry requires a qualified electronic signature (KEP). Your lawyer uses their own KEP to file on your behalf. The new manager does not need a KEP for the filing itself — only the notarized specimen and consent declaration signed in person. However, the new manager will need their own KEP for future company operations (signing annual financial statements, filing tax returns, etc.).
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A manager change costs more than a simple name or address change because of the mandatory notarization. Here is what to expect.
State Fee
- Electronic filing: EUR 15 — standard approach used by lawyers filing via KEP
- Paper filing: EUR 30 — filed in person at a Registry Agency office. Slower, more expensive, rarely used
If the application is rejected (for example, because the specimen signature was not properly notarized), the state fee is not refunded. You must correct the issue and re-file with a new payment.
Notary Fees
The notary certifies the new manager's signature on two documents: the consent declaration and the specimen signature. Notary fees for signature certification in Bulgaria are modest — typically EUR 5-15 per document. If the new manager signs abroad, additional apostille and sworn translation costs apply (varies by country, but typically EUR 30-80 total).
Lawyer Fees
Your lawyer handles the full package: drafting all documents, coordinating with the notary, filing with the Trade Registry, and monitoring the application. Lawyer fees depend on complexity — a straightforward manager change for a single EOOD is at the lower end, while bundling it with an ownership transfer or other amendments increases the scope.
Bundle your amendments: If you are planning other changes — such as updating the registered address, company name, or business activity — file them together with the manager change in a single application. You pay the state fee only once (EUR 15), regardless of how many changes are included.
Foreign Director: Additional Requirements
Foreign nationals can serve as managers of Bulgarian EOODs without restriction. No work permit is required for the management role itself. However, foreign directors must provide additional documentation.
- Certified passport copy: A copy of the foreign director's passport, certified by a Bulgarian sworn translator into Bulgarian. The passport must be valid at the time of filing.
- Declaration under Art. 141(8): The standard declaration that the person has not managed companies that went insolvent with unsatisfied creditor claims in the past 2 years. For foreign nationals, this declaration is particularly important because the Trade Registry cannot verify this against foreign registries.
- Notarized documents from abroad: If the new manager cannot come to Bulgaria, the consent declaration and specimen signature can be signed before a notary in their country of residence and apostilled (for countries that are parties to the Hague Apostille Convention) or legalized through the Bulgarian consulate. The documents must then be translated into Bulgarian by a sworn translator.
- LNCH (personal foreigner number): If the foreign manager will be managing the company from Bulgaria — signing contracts, appearing before authorities — they will need a Bulgarian LNCH (personal number for foreigners). This is obtained from the local Migration Directorate. If managing purely remotely, the LNCH is not strictly required for the Trade Registry filing, but it will be needed for NRA registration as a self-insured person.
Residence permit: Simply being appointed as a manager of a Bulgarian company does not grant the right to reside in Bulgaria. If the foreign manager plans to live in Bulgaria, they need a separate long-term residence permit. However, having a management role in a Bulgarian company can support a residence permit application. See our guide on registering a company as an EU citizen for EU-specific residence rules.
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Once the Trade Registry approves the manager change, the new manager is officially registered and the old manager is removed. But several things need to happen next.
Bank Specimen Signature
The new manager must provide a new specimen signature at the company's bank. This is done either in person at the bank branch (the bank employee witnesses the signature) or via a notarized specimen submitted to the bank. You also need to present a current Trade Registry extract showing the new manager. The old manager's authorization and bank access must be revoked. Most banks process this within 3-7 business days.
NRA (Automatic)
The National Revenue Agency receives automatic updates from the Trade Registry. You do not need to file a separate notification with the NRA about the manager change itself. However, social security registration changes are separate (see below).
Social Security Re-registration
This is the step most people forget. Both the old and new manager have social security obligations.
- Old manager: Must file a declaration with the NRA to de-register as a self-insured person within 7 days of ceasing their activity. This is filed at the territorial directorate of the NRA where the person has their permanent address registration.
- New manager: Must file a declaration with the NRA to register as a self-insured person within 7 days of starting. The declaration specifies the chosen type of social security coverage (the minimum covers pension insurance for disability, old age, and death; optional coverage includes general sickness and maternity).
Your company's accountant typically handles both filings. Missing the 7-day deadline can result in penalties, so coordinate with your accountant before the Trade Registry filing.
KEP Transfer
If the old manager held a qualified electronic signature (KEP) used for company filings, that KEP becomes invalid for company use after the manager change. The new manager needs to obtain their own KEP from a licensed Bulgarian certification provider. This is essential for signing annual financial statements, VAT returns (if applicable), and other electronic filings with the NRA and Trade Registry.
Accountant Notification
Notify your accountant immediately. They need the new manager's personal details for payroll (if the manager receives a management fee), social security declarations, and all ongoing NRA filings. The accountant will also update the company's internal records and ensure the next tax filings reflect the correct authorized representative.
For a comprehensive overview of all ongoing obligations, see our guide on EOOD annual obligations in Bulgaria.
Common Mistakes to Avoid
These are the errors we see most frequently when business owners try to handle a manager change without legal guidance.
- Not notarizing the specimen signature. This is the number one cause of Trade Registry rejections for manager changes. Unlike a name or address change, the new manager's specimen signature must be notarized under Art. 141(3) of the Commercial Code. A simple signature on paper is not sufficient. The state fee is forfeited if the application is rejected, and you must re-file and pay again.
- Forgetting to update the bank. The Trade Registry change does not automatically update your bank. Until the new manager provides a specimen at the bank, the old manager's signature remains authorized on the account. This creates a gap where no one can sign bank documents — or worse, the wrong person still has access.
- Not de-registering the old manager's social security. If the old manager remains registered as a self-insured person after the change, they continue to accrue social security obligations. The NRA will expect monthly contributions even though the person is no longer managing the company. The 7-day deadline for filing the cessation declaration is strict.
- Delaying the Trade Registry filing. Until the change is registered, the old manager is still legally authorized to represent the company to third parties acting in good faith. If you have already agreed on a manager change, file immediately — do not wait weeks or months. The Commercial Code requires filing within 7 days of the decision.
- Not updating the KEP. The old manager's KEP cannot be used by the new manager. If you have upcoming NRA deadlines (annual tax return, VAT filings), make sure the new manager obtains a KEP before the old one becomes unusable.
"Can I do this myself without a lawyer?" Technically, yes — if you have a Bulgarian KEP, can prepare legal documents in Bulgarian, and can coordinate the notarization. In practice, a manager change is more complex than a name or address change because of the notarization requirements. Errors mean the state fee is forfeited and you re-file and pay again. Most business owners use a lawyer because: (1) the documents must be in Bulgarian, (2) the notarized specimen must follow a specific format, (3) the lawyer can bundle the manager change with other amendments for a single state fee, and (4) the lawyer monitors the application and responds to any registrar instructions within the correction deadline.
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Frequently Asked Questions
Does the new manager's specimen signature need to be notarized?
How much does it cost to change the manager of a Bulgarian EOOD?
Can a foreign national be the manager of a Bulgarian EOOD?
When does the old manager's authority officially end?
Can a Bulgarian EOOD have more than one manager?
How long does the Trade Registry take to process a manager change?
Do I need to update the bank after changing the manager?
What happens with social security when the manager changes?
Disclaimer: This article provides general guidance on changing the manager of a Bulgarian EOOD based on current legislation as of April 2026. Specific requirements may vary depending on circumstances. All fees are in EUR (Bulgaria adopted the euro on January 1, 2026). The combined corporate income tax and dividend tax rate in Bulgaria is 15% (10% CIT + 5% dividend tax). This article does not constitute legal advice. For personalized guidance, consult a qualified Bulgarian lawyer. Last updated: April 8, 2026.