Business owners often take a decision to have their companies transformed – for reasons of both legal and financial nature, in view of the effects of the transformation. You can prepare and submit the required documents personally, but the transformation procedure is usually complex and that will often make engaging the services of a lawyer necessary. If you need help, I am at your service – please, read on to find out detailed information about the offered legal service.

Quick Facts about the Service

You may find below answers to some of the most frequently asked questions regarding the company transformation service:

My fee for transformation of a company by change of the legal form is in most cases in the amount of 600 Levs. This is one of the most popular and preferred forms of transformation, but there are other types of transformation procedures as well – information about the fee for their implementation may be found on page Fees. It is important to know that changing an LLC into a single-person LLC and vice versa is not transformation within the meaning of the law – the fee for such service is in a much lower amount that you may find out more about on the Transfer of Companies page.
The state fee for entering a company’s transformation in the Commercial Register is in the amount of 90 Levs and the one for publication of acts – 20 Levs. You will also need to pay additional costs for notary fees and for engaging the services of an auditor (if needed), the amount of which will depend on the specifics of the particular situation.
The transformation is usually entered within 14 days from filing the documents with the Commercial Register. The latter are usually drafted within 7 business days from receiving the necessary information. 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), obtainment of a certificate under Art. 77 of the TSIPC (which might take up to 2 months), examination of the transformation and/or capital by a registered auditor, etc.
No, currently the service can’t be requested remotely (at a distance) – 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.
Necessary information depending on the specifics of the particular situation will be provided upon requesting the service or later via phone or email. Identification documents for the respective persons are to be provided upon requesting the service.
The service covers full assistance with carrying out and entering of the transformation of your company in the Commercial Register with the Registry Agency – more particularly: drafting the necessary documentation, accompanying the client to a notary public and cooperation with the appointed auditor (if necessary), 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 additional assistance in the form of legal advice and consultations on various matters and issues relating to the transformation procedures (e.g., application of the special rules and exemptions under the Commerce Act, tax effects of the transformation, etc.).

If you need additional information, please read on to find out more – both general information and links to detailed content on numerous aspects of the different transformation procedures.

General Information

In the 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 change of the legal form.

The effects of the transformation mentioned in the beginning 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 being terminated) are transferred onto the receiving or newly-established company.

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

The transformation procedures are 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 obtainment of documents from the NRA, etc.

A standard form application (of Group V: Application forms for transfer of a commercial enterprise, transformation and reorganization) along with the prepared documents enclosed thereto needs to be filed with the Commercial Register for the purposes of the implementation of the respective transformation procedure. The application may be filed either on paper or electronically (via the Internet) by being signed with an electronic signature – including by a lawyer authorized for such purpose.

Transformation Procedures

There are many specifics in the procedures relating to the different forms of transformation and that is the reason why such procedures have been explained in detail and developed in separate articles – part of the Info Center section of the website. Each article contains detailed information on the stages of implementation of the respective procedure along with complete lists of all necessary documents and applicable costs.

You may find in the right section of the page under Related Procedures a list of all articles published so far in the category of the service described herein, namely: the procedures for transformation by take-over (merger through absorption) and by change of the legal form.

So far I have had the occasion to work on transformations by take-over and by change of the legal form – my specific experience is related to the successful implementation of several take-over transformations (a single-person JSCo. into another JSCo., a single-person LLC into another LLC) and several by change of 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 with the implementation of other forms of transformation as well.

Questions and Answers

Although the articles contain detailed information, there are still many specific elements of the transformation procedures that might remain out of their scope. That is the reason why the website has been designed to allow online discussion of the published articles and posting questions to them – thus aiming to help clarify the respective topics through exchange of information and opinions on related matters of interest to the users.

You may find in the right section of the page under Related Questions a list of the latest questions published in the “Transformation of Companies” category. If you would like to see all questions, please visit the Questions and Answers page.

Still not finding the information you need?

If you are not finding the information you are looking for and have additional questions regarding the above described service, please don’t hesitate to contact me via any of the ways listed on the website, including via Viber or Skype. I am at your service and will gladly answer all of your questions so that you can make an informed decision as to whether or not to use the company transformation service.

If you would like to reach me, please use the contact information below or visit the Contact page (there is also a web form on the page that you may use to send me a message).