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Changing a company director in Bulgaria requires attention to the company’s current management structure and legal framework. In Limited Liability Companies (LLCs), each appointed manager may represent the company independently unless the Articles of Association require joint representation. Article 141 of the Companies Act governs this structure. In Single Person Limited Liability Companies (SPLLCs), the sole owner may act as the manager or appoint one instead.
Also, make sure the proposed director meets eligibility requirements. The director must be a natural person, even if they are not a shareholder. If the shareholder is a legal entity, its appointed representative handles management duties.
Bulgaria director appointment or removal: What is required?
To appoint or remove a director in Bulgaria, the General Meeting must pass a resolution. In SPLLCs, the sole owner makes this decision. Prepare or amend the management contract to reflect the new appointment. Article 147 applies particularly to SPLLCs.
Moreover, the new director should understand their responsibility to manage and represent the company diligently and in the shareholders’ interest.
How should Board Meetings be conducted for director changes?
In LLCs, there is no formal board, but the General Meeting of quotaholders makes key decisions. These must be documented and properly notified.
In JSCs, board structure dictates the process. A one-tier system has a Board of Directors meeting at least quarterly. In a two-tier system, the Supervisory Board appoints and oversees the Management Board. Any director changes must be approved and detailed in official meeting minutes.
What documents must be prepared?
For removing or resigning a director, the company must prepare a Shareholder Resolution to formalise the decision, a Statement of Authenticity to confirm the truthfulness of the facts stated, and a Power of Attorney if the filing will be handled by a third party.
For appointing a new director in Bulgaria, the required documents include a Shareholder Resolution confirming the appointment, a notarised Declaration of Consent from the incoming director, a Declaration of Non-Competition ensuring no conflict of interest, a notarised and apostilled Specimen Signature, and an Updated Shareholder Extract which must be notarised, apostilled, issued within the past year, and officially translated into Bulgarian.
If the shareholder’s representative is a legal entity, it is necessary to provide a Director Company Extract or alternative supporting documentation, along with a notary statement that verifies the representative’s authority to act on behalf of the shareholder.
Can a foreign national become a director in Bulgaria?
Yes. Foreign nationals can be appointed as directors in Bulgaria. While no work permit is necessary, they must obtain a long-term residence permit if they plan to live in the country.
Which details must be filed with Bulgarian authorities?
The information required for the Bulgarian Commercial Register includes the full name, date of birth, country of origin, and the Bulgarian Personal Identification Number (PIN), if applicable.
For Joint Stock Companies (JSCs), the filing must indicate if the director is a legal entity and, if so, provide the details of the individual who will act as their representative. Additionally, the submission must confirm that the proposed director has not managed a company declared insolvent in the last two years without satisfying creditor claims, and that they have not breached obligations under the oil stock legislation.
For Limited Liability Companies (LLCs), it is essential to confirm that the director is a natural person and to specify whether the director will represent the company jointly with others or individually.
You must file the appointment or resignation with the Commercial Register. According to Article 140, the change takes effect only after registration. For LLCs, resignation must be filed within one month. For JSCs, the deadline is six months. Appointments should be filed promptly to ensure legal validity.
If deadlines are missed, the resigning director has the right to file the resignation independently.
Following registration, the change is automatically published in the State Gazette. The company does not need to take any additional steps for publication.
Should the UBO Register be updated after a director change in Bulgaria?
Only update the UBO register if the new director gains ownership or control that makes them a UBO under the Bulgarian AML legislation.
What are the legal duties of a new director in Bulgaria?
Based on Articles 141–143 and 147, the director has several obligations. They must oversee daily operations in accordance with Bulgarian law and the decisions made by the shareholders. They are also expected to avoid any conflicts of interest or competitive business involvement as prohibited by Article 142. In addition, they must maintain accurate records of the company’s affairs, as stipulated under Article 143.
The director must also fulfill anti-money laundering responsibilities, including declaring and updating Ultimate Beneficial Ownership data, adopting internal procedures, and maintaining compliance policies. Social and labour law compliance is equally important, requiring the director to ensure workplace standards and fair practices are maintained. Confidentiality is a continuing duty, extending even after the director’s term ends.
What responsibilities remain for the outgoing director in Bulgaria?
The outgoing director must ensure a full and proper transfer of responsibilities to the incoming director. This includes handing over all company-related assets, records, and pending matters. They must also disclose any transactions or obligations that remain unresolved at the time of departure. Company property must be returned in full, and they are required to continue respecting any non-compete clauses outlined in their contract or governing documents.
Article 145 makes them liable for any losses caused through misconduct or omissions.
What’s next?
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For more insights into processes in other jurisdictions, explore our article, New Rules for Dominican AGMs: What You Need to Do for Compliance and Results.