Transfer of companies is a general term which refers to different situations – in terms of both the different types of transfer transactions and the different legal instruments for carrying out the transfer.

General Information

Transfer of companies is most often associated with the transfer of company shares or the transfer of a company’s commercial enterprise (or an autonomous part of it, but not with the sale of separate assets). Transfers are usually carried into effect through sale-purchase contracts but there are no legal barriers for using alternatives, such as contracts for donation or exchange. There is legal succession in other situations as well – upon inheritance or the various forms of transformation (which are included in the separate service Transformation of Companies).

The commercial enterprise is a set of rights, obligations and factual relations and as such it is transferable by a transaction in writing with notarization of signatures and content made simultaneously; transfer needs to be entered into the Commercial Register simultaneously into the files of both the transferor and the transferee.

The company shares represent the participation of the shareholder in a limited liability company as a set of property and non-property membership rights and obligations; the transfer of company shares in a limited liability company is regulated by the law and the contract also needs to be concluded with notarization of signatures and content made simultaneously, as well as entered into the Commercial Register.

Detailed information about these and other frequently used procedures, including information about the necessary documents and costs, may be found in the articles of the Info Center – see also the links listed in the right section of the page under Related Procedures.

Experience

As a lawyer practicing corporate and company law I have extensive experience in providing legal services in transactions for transfer of companies. In my practice I have had numerous occasions to assist my clients in procedures as the above mentioned (transfer of shares, transfer of a commercial enterprise), as well as in other procedures having similar effect, such as: shareholders leaving unilaterally limited liability companies; accepting new shareholders by increasing the capital, etc. (see also Filings with the Commercial Register).

Requesting the Service

For requesting the service you need to contact me via any of the ways listed on the website, so that we schedule an appointment for discussing the terms and details of the work to be assigned. Currently only the transfer of company shares may be requested as a service remotely (at a distance) – via phone or email, as well as online (via the Internet) through the Request an Electronic Service page.

Necessary information will be provided and specified in the process of requesting the service; you will also need to provide identification documents for the respective persons (scanned copies of such documents are to be provided in the case of remote requests).

What Does the Service Cover

The service covers full assistance with carrying out and entering of the transfer of your company in the Commercial Register with the Bulgarian Registry Agency – more particularly:

drafting the necessary documentation (also in a bilingual Bulgarian-English form where foreign participation is involved);

accompanying the client to a bank, notary public or other depending on the particular situation;

providing full instructions for signing and preparation of the documentation (in the case of remote services);

filing the documents with the Commercial Register.

Clients could also benefit from the opportunity to receive an additional assistance – legal advice and consultations on various matters and issues falling under corporate, commercial and tax law and relating to the transfer of the company, such as: liability of capital owners and directors for obligations and debts of the company; tax effects of the transactions, etc.

Time for Completion

Documents are usually drafted within 2 business days from receiving the necessary information and the advance payment (when applicable). The signed documents are submitted by the end of the day (business) of their receipt – via electronic way by using an electronic signature (original paper documents are returned to the client or stay with the latter in the case of remote services). Registration of the transfer usually takes around 4 business days from filing the respective application.

In certain situations it may be necessary to undertake some preparatory steps which may extend the total time for the completion of the service – for example, when transferring an enterprise, it would be necessary to obtain a certificate under Art. 77 of the Tax and Social Insurance Procedure Code which may take up to 2 months.

Fees

My fee for assistance in a company transfer procedure is in most cases at the minimum amounts as per Ordinance No. 1 of 09.07.2004 on the minimum amounts of attorney fees. On page Fees you can find more particular information on the fees for the various types of services – including the one for transfer of shares in the capital of an LLC (200 levs), for transfer of a commercial enterprise (200 levs), etc.

Please, note that amounts indicated therein are for information and reference purposes only – in some cases the fee could be higher (for example, when the material interest of the transaction exceeds BGN 5,000). In certain cases the fee needs to be pre-paid in part or in full.

If you want to request the above presented service or have any questions, please don’t hesitate to contact me via any of the ways listed on the website, including via Viber or Skype (see below or visit the Contact page).