Corporate & Commercial
Overview
Advisory on corporate and commercial matters for sole traders and companies.
Corporate law is the part of legal work that is routine, and for that reason most often underestimated. A missed filing, a loosely drafted clause in the articles of association, or an unconsidered method of transferring shares rarely causes a problem at the time — it causes one years later, when the company is sold, falls into dispute with a shareholder, or is examined by a counterparty.
We act for companies throughout their life cycle: from incorporation and structuring the relationship between the owners, through day-to-day contract work and corporate changes, to reorganisation, sale or liquidation. Much of our practice is with small and medium-sized businesses where the owner is also the manager — there, legal advice has to account not only for the law but for how a decision will affect governance and tax treatment.
Alongside drafting, we conduct negotiations on commercial transactions and carry out legal due diligence on a company or business before acquisition.
What the service covers
- Incorporation of companies, branches and trade representative offices
- Articles of association, constitutive acts and shareholders' agreements
- Corporate changes and filings with the Commercial Register
- Transfers of shares and interests
- Convening and holding general meetings — notices, minutes, resolutions
- Corporate reorganisations — mergers, acquisitions, divisions, spin-offs
- Drafting and negotiating commercial contracts — supply, distribution, works, lease, franchise
- General terms and framework agreements
- Security over commercial transactions — pledges, mortgages, suretyship
- Legal due diligence on the acquisition of a company or business
- Corporate governance and directors' liability
- Liquidation and deregistration of companies
Who it is for
Companies and sole traders, shareholders and partners, foreign investors establishing or acquiring a Bulgarian company, and entrepreneurs at the outset, for whom the corporate structure is still to be chosen.
Frequently asked questions
How long does it take to incorporate a company?
Preparing the documents normally takes one to two working days once we have the shareholders' details and the scope of activity is settled. After filing with the Commercial Register, registration follows within a few working days. Practical delays usually come not from the register but from the bank, when opening the capital account, and from the certification of signatures.
Can I transfer shares in a limited liability company by simple contract?
No. A transfer of an interest in a Bulgarian limited liability company requires notarial certification of both the signatures and the content of the contract, carried out simultaneously. Beyond form there are substantive points that are often overlooked: whether a shareholders' resolution is required, whether obligations towards the company have been settled, and whether the articles provide for a pre-emption right.
Is due diligence worth it when buying a small company?
On smaller transactions the review can be narrowed to the most material risks — registrations, encumbrances over assets, long-term or penalty-bearing contracts, employment relationships, tax liabilities and pending proceedings. This costs far less than a full review and, in practice, covers most of the problems that surface after completion.
What is a manager's liability for the company's obligations?
As a rule, a manager is not personally liable for the company's obligations. There are exceptions that arise often in practice — liability for damage caused to the company through failure to exercise due care, liability in respect of concealed or unpaid public liabilities, and the consequences of failing to file for insolvency within the statutory period once the company has become insolvent.