Bulgaria Requires It: What to Know About AGMs

In Bulgaria, the annual general meeting (AGM) is more than a routine, it’s a legal obligation. All companies, whether limited liability (OOD) or joint-stock (AD), must bring shareholders together at least once a year to approve the results of the past financial period and make key decisions.

When must the AGM take place?

Each company must hold its AGM before 30 September every year. The law doesn’t assign a fixed month, but it sets a hard deadline. Missing this deadline can delay the submission of financial statements and lead to legal or administrative consequences.

Companies with more than 50 employees must include a staff representative in the meeting. However, this person only participates in an advisory capacity and does not vote.

How is the AGM conducted?

The law allows three recognised formats:

• In person, with shareholders attending physically.
• Online, using video or teleconferencing tools.
• In writing, if all shareholders agree and sign the resolution.

The company must send a written notice to shareholders at least seven days before the meeting. This notice should include the agenda and clearly state whether the meeting will be physical, virtual, or written.

For companies with a sole shareholder, a written invitation can be waived if that person provides signed written consent for the resolutions.

What decisions are made during the AGM?

The AGM is the place where critical decisions are taken. These include:

1. Approving financial statements and profit distribution
2. Appointing or removing the company manager
3. Changing the company’s capital
4. Admitting or removing shareholders
5. Authorising property acquisitions or sales
6. Deciding on dividend payouts
7. Launching or closing branches
8. Approving legal action or additional contributions

Agenda items can be proposed by either the board or the shareholders. Proposals must be submitted in writing ahead of the meeting.

What voting and quorum rules apply?

The AGM requires a quorum of more than 50% of the capital. If that level isn’t reached, a new meeting must be scheduled, at least 14 days after the initial date.

In most cases, resolutions pass by simple majority. However, some decisions, such as dissolving the company, may need a three-fourths majority, depending on the law or company statutes.

Can shareholders use a proxy?

Yes. Shareholders can appoint a proxy to attend and vote on their behalf. The proxy must be:

• In writing
• Clearly identify the shareholder and proxy
• Include instructions for voting (if applicable)
• Signed by both parties

While the law doesn’t require a standard form, using a structured template avoids confusion and ensures compliance.

What are the financial reporting obligations?

Companies must prepare their annual financial statements by 30 March. These must be published by 30 June and submitted to the Commercial Register no later than 30 September.

The format depends on company size:

• Micro and small companies may submit simplified reports.
• Medium and large companies must file full reports, including balance sheet, income statement, cash flow, and explanatory notes.

If a company meets two of the following thresholds, BGN 2 million in assets, BGN 4 million in sales, or 50 employees, it must also appoint a certified auditor.

What needs to be filed after the AGM?

The company must file resolutions that involve:

• Manager changes
• Capital increases or reductions
• Partner entries or exits
• UBO updates

These changes become valid only after registration in the Commercial Register. If the legal representative is based outside Bulgaria, the company must appoint a local contact person as well.

What are the risks of non-compliance?

Failing to hold the AGM or to file required documents on time can lead to fines. In more serious cases, managers may be held liable for damages, especially if they provide incorrect data during filings.

To stay compliant, companies must act within legal deadlines and keep filings accurate.

What’s next?

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For more insights into processes in other jurisdictions, explore our article, Power of Attorney (PoA) in Sweden: How to Choose, create, and use it legally.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:

Request a demo – See Klea in action for your organisation
Start a trial – Experience firsthand how automation reduces workload and improves efficiency
Talk to our experts – Get tailored recommendations based on your entity management needs

Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.

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