Selling your Bulgarian EOOD? Transferring ownership to a business partner or family member? Or restructuring your corporate holdings? Transferring shares in a Bulgarian EOOD (single-member LLC) means selling 100% of the company's shares to a new owner. Under Article 129 of the Bulgarian Commercial Act, this requires a written contract with notarized signatures of both parties and notarized content — all certified simultaneously by the notary. This guide covers the entire process: every document you need, the exact steps from notary to Trade Registry, what it costs, tax implications for both seller and buyer, and how to complete the transfer remotely if either party is abroad.
When to Transfer Shares
In a Bulgarian EOOD, one person holds 100% of the company's shares. Transferring those shares means changing who owns the company. The company itself — its EIK number, bank accounts, contracts, employees, assets — remains the same. Only the ownership changes. Here are the most common reasons for an EOOD share transfer.
- Selling the company: The most common scenario. The current owner sells 100% of shares to a buyer who wants to acquire an existing company — often because it already has a bank account, VAT registration, trade history, or specific licenses. This is faster and simpler than registering a new company from scratch. See our guide on registering a company as an EU citizen for comparison.
- Bringing in partners: If the sole owner wants to bring in one or more partners, they transfer part of their shares. This converts the EOOD into an OOD (multi-member LLC). We cover this in detail below.
- Corporate restructuring: A parent company or holding structure acquires the EOOD as part of a group reorganization. Common for entrepreneurs consolidating multiple Bulgarian entities under a holding company.
- Succession planning: The owner transfers shares to a family member — a child, spouse, or relative — as part of wealth transfer or retirement planning.
- Exit by a non-resident owner: A foreign owner who no longer needs a Bulgarian entity transfers the company rather than going through the lengthier liquidation process. Selling is faster: 3-5 days versus 6+ months for liquidation.
Step-by-Step Process
Here is the exact sequence. Your lawyer handles steps 2-7; both parties are needed only for the notarization in step 3.
- Lawyer prepares all documents. Your lawyer drafts the share transfer contract, the sole owner decisions (old and new owner), the amended Founding Act, declarations, and the Application Form A4. All documents must be in Bulgarian. The lawyer also coordinates the notary appointment.
- Company clears employee and social security obligations. Before the transfer can proceed, the company's manager must confirm that there are no outstanding wages, social security contributions, or employee compensations for the past three years. This is a mandatory requirement under Art. 129(1) of the Commercial Act — the Trade Registry will reject the application without these declarations.
- Both parties sign the transfer contract before a notary. The seller and buyer (or their authorized representatives via Power of Attorney) appear before a Bulgarian notary to sign the share transfer contract. Under Art. 129, the notary must certify both the signatures and the content of the contract simultaneously. This means both parties must be present at the same notary appointment — or represented by attorneys-in-fact with valid PoAs. The notary verifies identities, reads the contract, and certifies everything in one session.
- Old owner issues a sole owner decision. The seller (as the current sole owner) issues a written decision: (a) approving the transfer of 100% of shares to the buyer, (b) releasing the current manager (if the manager is changing), and (c) authorizing the amendment of the Founding Act. This decision does not require notarization.
- New owner issues a sole owner decision. The buyer (as the new sole owner) issues a written decision: (a) accepting the shares, (b) appointing a new manager (often themselves) or confirming the existing manager, (c) approving the amended Founding Act with all current details, and (d) specifying the company's representation method. If a new manager is appointed, the new manager must provide a notarized consent declaration and specimen signature per Art. 141(3) of the Commercial Act.
- 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. The application includes the transfer contract, both sole owner decisions, the amended Founding Act, all declarations, and proof of fee payment.
- Trade Registry reviews and registers. The registrar reviews the application within 1-3 business days. If everything is in order, the ownership change is registered and immediately visible in the public Trade Registry database. The new owner appears as the sole shareholder. If the registrar finds an issue, they provide instructions to correct it within a deadline (usually 3 business days).
Simultaneous notarization is mandatory: Under Art. 129 of the Commercial Act (as amended to prevent document falsification), the notary must certify both the signatures and the content of the share transfer contract at the same time. You cannot have the seller sign one day and the buyer another. Both parties — or their authorized representatives — must appear before the same notary in a single session.
Documents Needed
A share transfer requires more documentation than a simple company amendment. Here is the complete list for transferring 100% of shares in an EOOD.
| # | Document | Notarization | Notes |
|---|---|---|---|
| 1 | Share transfer contract | Required | Written contract between seller and buyer. Must have notarized signatures AND notarized content, certified simultaneously by the notary (Art. 129 Commercial Act) |
| 2 | Sole owner decision (old owner) | Not required | Written decision by the seller approving the share transfer and authorizing amendment of the Founding Act |
| 3 | Sole owner decision (new owner) | Not required | Written decision by the buyer accepting shares, appointing manager, and approving the amended Founding Act |
| 4 | Amended Founding Act | Not required | Updated to reflect the new owner's name, the new manager (if changed), and all current company details |
| 5 | Manager consent + specimen signature | Required (if new manager) | If a new manager is appointed, they must provide a notarized consent declaration and specimen signature (Art. 141(3)). Not needed if the existing manager continues |
| 6 | Declaration under Art. 129(1) | Not required | Manager declares no outstanding wages, social security, or employee compensations for the past 3 years |
| 7 | Declaration under Art. 141(8) | Not required | New manager declares they have not managed companies that went insolvent with unsatisfied creditor claims (only if manager is changing) |
| 8 | Declaration of true circumstances | Not required | Standard declaration under the Commercial Register Act attesting that submitted information is accurate |
| 9 | Application Form A4 | Not required | Standard Trade Registry form for registering changes. Completed in Bulgarian |
| 10 | State fee payment | N/A | EUR 15 electronic / EUR 30 paper. Payment receipt or electronic confirmation attached to application |
Bundle with other changes: If the share transfer also involves a new manager, company name change, or address update, file everything in a single Trade Registry application. You pay the EUR 15 state fee only once, regardless of how many changes are included.
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Get a Fixed-Price Quote →Costs
A share transfer costs more than a simple company amendment because of the mandatory notarization of both signatures and content. 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, the state fee is not refunded. You must correct the issue and re-file with a new payment.
Notary Fee
The notary fee for a share transfer contract is proportional to the transaction value, calculated per the official Notary Tariff. The notary certifies both signatures and the content of the contract. For a typical EOOD with low nominal capital (EUR 1-2), the notary fee is modest — approximately EUR 15-50 depending on the declared transaction value. For higher-value transactions, the fee increases on a sliding scale. A 20% VAT applies on top of the notary fee.
Lawyer Fee
Your lawyer handles the full package: drafting all documents (transfer contract, both sole owner decisions, amended Founding Act, all declarations), coordinating the notary appointment, filing with the Trade Registry electronically via KEP, and monitoring the application until registration. If a new manager is also being appointed, the lawyer coordinates the additional notarization of the specimen signature and consent declaration.
Selling vs. liquidation: Transferring an EOOD to a new owner takes 3-5 business days and costs a fraction of what a formal liquidation would. Liquidation requires a minimum 6-month creditor notification period, multiple NRA clearances, and significantly higher fees. If you want to exit your Bulgarian company and there is a willing buyer, a share transfer is almost always the better option.
Tax Implications
The tax treatment differs significantly for the seller and the buyer. Understanding these obligations before the transfer is essential.
Seller: Capital Gains Tax
The seller pays tax on the capital gain — the difference between the sale price and the documented acquisition cost of the shares (what the seller originally paid to acquire or register them).
- Bulgarian tax resident seller: The capital gain is taxed at 10% flat tax as part of the seller's annual personal income tax return. The gain is declared in the annual tax return filed by April 30 of the following year.
- Non-resident seller (individual): Bulgaria levies a 10% withholding tax on the capital gain. The buyer (or the company, depending on the arrangement) is responsible for withholding and remitting the tax to the NRA. However, if a double tax treaty exists between Bulgaria and the seller's country of tax residence, the treaty may reduce or eliminate the Bulgarian tax. Many treaties allocate the right to tax share disposals exclusively to the seller's country of residence.
- Corporate seller: If the seller is a legal entity, the capital gain is included in the company's taxable profit and subject to Bulgaria's 10% corporate income tax (CIT). The combined CIT + dividend tax rate when profits are distributed is 15% (10% CIT + 5% dividend withholding tax).
Acquisition cost for original founders: If the seller originally registered the EOOD (rather than buying it), the acquisition cost is the capital they contributed at incorporation — typically EUR 1-2 for a minimum-capital EOOD. This means almost the entire sale price is taxable as capital gain. Plan accordingly.
Buyer: No Tax on Purchase
The buyer does not pay any tax on the purchase itself. There is no transfer tax, stamp duty, or acquisition tax on share transfers in Bulgaria. However, the new owner has post-transfer obligations.
- Self-insured person registration: If the new owner also serves as manager (which is typical for EOODs), they must register as a self-insured person with the NRA within 7 days of starting their management activity. This triggers monthly social security contributions (minimum approximately EUR 200-350/month depending on the chosen insurance base and coverage type).
- KEP (qualified electronic signature): The new manager needs to obtain a KEP from a licensed Bulgarian certification provider. This is mandatory for signing annual financial statements, tax returns, and other electronic filings with the NRA and Trade Registry.
- Bank account update: The new owner/manager must provide a new specimen signature at the company's bank and update all authorized signatories. See the post-transfer checklist below.
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Book a Free Consultation →Remote Transfer via Power of Attorney
Both the seller and the buyer can complete the entire share transfer without physically being in Bulgaria. The key instrument is a Power of Attorney (PoA) that authorizes a representative — typically the lawyer — to sign the transfer contract and all related documents on their behalf.
How It Works
- Prepare the PoA: Your lawyer drafts a Power of Attorney in Bulgarian that specifically authorizes the representative to sign the share transfer contract, the sole owner decision, and all related Trade Registry documents.
- Notarize abroad: The party signs the PoA before a notary in their country of residence. The notary certifies the signature.
- Apostille: For countries that are parties to the Hague Apostille Convention (which includes all EU member states), the PoA must be apostilled by the competent authority in the country where it was notarized. For non-Hague countries, the PoA must be legalized through the Bulgarian consulate.
- Sworn translation: The apostilled PoA is translated into Bulgarian by a sworn translator.
- Sign in Bulgaria: The authorized representatives of both parties appear before the Bulgarian notary to sign the share transfer contract. The notary certifies the signatures and content simultaneously, as required by Art. 129.
Timeline for remote transfers: The apostille and courier process adds 5-10 business days to the overall timeline. Plan for 7-14 business days total for a fully remote share transfer, compared to 3-5 days when both parties are in Bulgaria. If a new manager is also being appointed remotely, the notarized specimen signature and consent declaration must also be apostilled and translated.
Bulgarian Consulate Alternative
Instead of using a local notary + apostille, both sellers and buyers can sign documents directly at the nearest Bulgarian embassy or consulate. Under Art. 84 of the Bulgarian Notary Act, Bulgarian diplomatic and consular representations abroad can authenticate signatures on private documents. Documents signed at a Bulgarian consulate do not require a separate apostille — they are directly valid in Bulgaria. However, consulate appointments can take weeks to schedule in some countries.
EOOD to OOD: What Happens If You Split Shares
If the sole owner of an EOOD transfers all 100% of shares to a single new buyer, the company remains an EOOD — only the owner changes. The company type stays the same.
However, if the owner transfers part of their shares to one or more buyers — for example, selling 50% and keeping 50%, or selling 30% to one person and 20% to another — the company converts from an EOOD to an OOD (multi-member LLC). This is because an EOOD by definition has exactly one owner, and an OOD has two or more.
Additional Requirements for EOOD-to-OOD Conversion
- Partnership agreement: The co-owners must agree on how the OOD will be governed — voting rights, profit distribution, decision-making procedures, and exit mechanisms.
- Amended Founding Act: The Founding Act must be completely rewritten to reflect the OOD structure: multiple owners, their respective share percentages, the general meeting of shareholders as the supreme governing body, and representation rules.
- Share proportions: Shares in an OOD can be split in any proportion — 50/50, 60/40, 90/10, or any other arrangement the parties agree on. For a detailed comparison, see our guide on EOOD vs. OOD in Bulgaria.
The conversion from EOOD to OOD is registered with the Trade Registry as part of the same share transfer application. No separate filing or additional state fee is required.
Bringing in a Partner?
We handle the share transfer and EOOD-to-OOD conversion in a single filing. Partnership agreements, amended Founding Act, and Trade Registry registration included.
Get a Fixed-Price Quote →After the Transfer: What to Update
Once the Trade Registry approves the share transfer, the new owner is officially registered. But several things need to happen next.
Bank Account
The new owner/manager must provide a new specimen signature at the company's bank — either in person at the branch or via a notarized specimen. Present a current Trade Registry extract showing the new owner and manager. The old owner's bank access must be revoked. Most banks process this within 3-7 business days. Until this is done, the company may not be able to make bank transactions.
NRA Registration
The NRA receives automatic updates from the Trade Registry about the ownership change. However, the new owner/manager must separately register as a self-insured person within 7 days of starting their management activity. The old owner/manager must de-register as a self-insured person within 7 days of ceasing. Your company's accountant handles both filings.
KEP (Qualified Electronic Signature)
The old manager's KEP cannot be used by the new manager. The new manager must obtain their own KEP from a licensed Bulgarian certification provider. This is essential for signing annual financial statements, VAT returns (if applicable), and all electronic filings with the NRA and Trade Registry.
Accountant Notification
Notify your accountant immediately. They need the new owner's and manager's personal details for all ongoing NRA filings, social security declarations, and payroll (if the manager receives a management fee). The accountant will also ensure the next tax filings reflect the correct authorized representative. For a full overview of ongoing obligations, see our guide on EOOD annual obligations.
Contracts and Counterparties
While the company's contracts remain legally valid after a share transfer (the company is the same legal entity), it is good practice to notify key counterparties — landlords, suppliers, clients, and service providers — about the change in ownership and management. Some contracts may contain change-of-control clauses that require notification or consent. If you are running the company from abroad, ensure your local service providers (registered address, mail forwarding) are updated with the new owner's contact details.
"Can I do this myself without a lawyer?" The share transfer contract must be prepared in Bulgarian and signed before a Bulgarian notary with simultaneous certification of both signatures and content. The Trade Registry application must be filed electronically via KEP. In theory, if you speak Bulgarian, have a KEP, and can draft legally compliant documents, you could do it yourself. In practice, errors mean the state fee is forfeited and you re-file and pay again. The most common rejection reasons are: improperly notarized contracts (signatures and content not certified simultaneously), missing declarations about employee obligations, and incorrectly amended Founding Acts. A lawyer ensures first-time approval and handles the entire process — typically within 3-5 business days.
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Frequently Asked Questions
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Does the buyer pay any tax when purchasing EOOD shares?
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Disclaimer: This article provides general guidance on transferring EOOD shares in Bulgaria 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.