In Bulgarian legislation the transformation of companies proceedings and the forms of transformation are governed by Chapter Sixteen of the Commerce Act. There are several forms of transformation, such as: take-over, merger, splitting, spinning off and by changing the legal form.

General Information

Transformation’s objectives are of both financial and legal nature, resulting from the effects of the transformation. The latter are generally expressed in the following:

one or more companies are terminated without liquidation;

the commercial enterprises (properties) of the transforming companies are transferred over to one or more receiving or newly-established companies (universal succession);

shareholders in the transforming companies obtain participation in the capital of the newly-established or receiving companies;

any permits and licenses held by the transforming company when terminated are transferred onto the receiving or newly-established company.

Additional information regarding some of the effects as outlined in the preceding paragraph can be also found on pages Transfer of Companies, Dissolution of Companies and Licenses and Registrations, as well as in the articles related to these services.

In most of the cases the transformation procedure is complex and could involve: several stages; drafting multiple specific from legal point of view documents; drafting, notarization and publication in the Commercial Register of a transformation plan or agreement; examination of the transformation and/or capital by a registered auditor; preliminary procedures before the NRA, etc.

More detailed information on the procedures regarding transformation by take-over (merger through absorption) and by changing the legal form, 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

So far I have had the occasion to work on transformations by take-over and by changing the legal form – my specific experience is related to the successful realization of several take-over transformations (a single-person JSCo. into another JSCo., a single-person LLC into another LLC) and several by changing the legal form transformations (a General Partnership into an LLC, a JSCo. into an LLC).

As a lawyer practicing corporate and company law I have the necessary experience and expertise to offer professional assistance in the realization of other forms of transformation as well.

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 the service can not be requested remotely (at a distance); only a legal consultation on matters related to the transformation of companies procedure can be requested online (via the Internet) – in case that you are interested in such service, please visit the Online Consultations page.

Necessary information will be provided in the process of requesting the service (at the meeting or later via phone or email).

What Does the Service Cover

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

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

accompanying the client to a notary public, cooperation with the appointed auditor and other depending on the particular situation;

filing the documents with the Commercial Register;

secondary recordation of the transformation in the Property Register (if applicable and subject to an additional fee).

Clients could also benefit from the opportunity to receive an additional assistance – legal advice and consultations on various matters and issues relating to the transformation procedure, such as: applying special rules and exemptions provided for by the law, tax effects of the transformation, etc.

Time for Completion

Documents are usually drafted within 7 business days from receiving the necessary information and the advance payment. 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 will be returned to the client). Registration of the transformation usually takes around 14 days from filing the respective application.

The total time for completion of the service might be significantly extended as a result of the need to undertake certain preparatory and additional steps depending on the specifics of the particular situation, such as: preliminary publication for a certain period of time of the transformation plan (agreement); obtaining a certificate under Art. 77 of the Tax and Social Insurance Procedure Code (which might take up to 2 months); examination of the transformation and/or capital by a registered auditor, etc.

Fees

My fee for assistance in a company transformation 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 transformation by change of the legal form (600 levs) and for transformation by take-over (900 levs).

The attorney fee needs to be pre-paid – not less than 50% of the amount being due in advance.

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).