Manager Duties in a Bulgarian OOD: Liability and Compliance

A Bulgarian OOD manager is both the company's executive organ and its registered representative. That position brings broad operational responsibility, but it does not mean that every company debt, missed filing, or employee mistake automatically becomes the manager's personal liability. The source of the duty, the manager's conduct, fault, causation, and the particular remedy all matter.

This guide explains the practical duty map for managers of limited liability companies (OODs and single-member EOODs) and the controls that reduce avoidable exposure.

This guide provides general information as at 1 August 2026. It is not legal, tax, accounting, employment, data-protection, insolvency, or criminal-law advice for a particular manager or company.

Manager Duties at a Glance

The Manager's Legal Position

Articles 135 and 141 of the current Commercial Act make the manager an OOD organ even when the person holds no shares. The manager organises and directs the company in accordance with the law and general-meeting decisions and represents it externally. The relationship must also be documented in a written management agreement signed for the company by a person authorised by the members or sole owner.

These are different legal capacities. The organ appointment and Commercial Register entry establish corporate authority; the management agreement governs remuneration, reporting lines, targets, leave, confidentiality, termination, and contractual liability. A weak or unsigned agreement does not make the registered manager a harmless nominee. Our guide to the management and control agreement explains how the two layers should fit together.

Representation and Multiple Managers

Where several managers are appointed, each may represent the OOD separately unless the company agreement provides otherwise. If genuine joint representation is required, the rule must be drafted and registered correctly. By contrast, ordinary internal limits—such as requiring member approval above a spending threshold—generally do not restrict the manager's authority against third parties. A breach can still create internal liability to the company.

Maintain a live authority matrix covering contracts, banking, electronic signatures, procurement, employment, litigation, and powers of attorney. Banks and important counterparties should receive prompt evidence after a registered change, but operational notification does not replace the Registry filing.

Member Decisions and Corporate Records

The general meeting reserves decisions including amendments to the company agreement, admission or exclusion of partners, approval of annual accounts and profit allocation, capital changes, appointment and release of managers, branches, certain property transactions, and company claims against a manager. The manager prepares reliable information for those decisions and implements them after checking their scope and validity.

The manager must convene the ordinary meeting at least annually and act on a qualifying partner request. Article 138 also requires an immediate meeting where losses exceed one quarter of the capital or net asset value falls below the registered capital. Unless the company agreement sets another arrangement, written invitations with the agenda must arrive at least seven days before the meeting. The company must keep its share book and general-meeting minute book, and Article 143 makes the manager responsible for their regular maintenance.

A useful decision file contains the notice and proof of receipt, supporting papers, conflicts disclosed, attendance or representation evidence, vote, signed minutes, implementation owner, filing deadline, and completion evidence. Do not repair missing approvals by backdating records.

Care, Loyalty, Conflicts, and Non-Competition

For an OOD, it is more accurate to start with the manager's statutory functions, the management agreement, and Article 145 liability for damage caused to the company than to import every board-duty formula used for other company forms. In practice, a manager should make informed decisions, protect company property and confidential information, document material alternatives, and avoid using the position for an undisclosed personal benefit.

Article 142 contains a specific non-compete rule. Without company consent, a manager may not enter transactions on their own or another person's account, participate in specified competing partnerships or OODs, or hold management positions in other companies where a similar business is conducted. Breach can lead to damages. Before the company gives consent, identify the activity, counterparty, duration, information barriers, abstention process, and person who will monitor the conditions.

Related-party agreements, manager remuneration, owner expenses, and transfers of company opportunities deserve independent approval and arm's-length evidence. The hidden profit distribution guide explains the separate tax risks when company value benefits an owner or related person without a defensible business basis.

Accounting, Reports, Tax, Payroll, and UBO Data

Article 16 of the current Accounting Act places concrete responsibilities on management: approve the chart of accounts, organise current accounting, select the accounting form and system, ensure the preparation and publication of financial statements and reports, arrange a statutory audit where required, oversee inventory, and establish document flow and retention. Accepted annual financial statements and applicable reports are generally published in the Commercial Register by 30 September of the following year.

Outsourcing bookkeeping does not outsource the manager's statutory role. The monthly close should reconcile bank, cash, receivables, payables, payroll, VAT, fixed assets, related parties, and tax ledgers. Management should challenge unusual entries and keep evidence that estimates and going-concern assumptions were considered. Payroll records have a 50-year statutory retention period; core accounting, tax, and audit records generally require ten years. See our annual financial statements guide for the reporting workflow.

Tax and social-security liabilities ordinarily belong to the company. The National Revenue Agency's official explanation of personal property liability under Article 19 shows why unpaid public debt alone is insufficient: the provision requires a qualifying manager or representative, specified bad-faith conduct, and a causal connection to the debt becoming uncollectible. False or omitted information and bad-faith asset depletion are therefore very different from an ordinary business loss.

Every OOD should maintain an accurate beneficial-ownership analysis and make a B7 filing when a registerable UBO circumstance exists. The Registry's B7 guidance should be checked against the ownership chain and any applicable filing exception. A company is not subject to a full customer-due-diligence programme merely because it is an OOD; those wider AML controls apply where its activity makes it an obliged entity under the anti-money-laundering legislation.

Capital, Profit, and Payments to Owners

Capital and profit decisions belong to the members. The manager should not pay a dividend without approved accounts and a valid profit-allocation decision. Before execution, confirm the recipient, entitlement, distributable amount, tax and withholding treatment, banking trail, and effect on liquidity. Owner withdrawals, unrecorded benefits, and a supposed dividend advance cannot be made lawful by a convenient accounting label.

Keep registered capital distinct from additional cash contributions, shareholder loans, and retained earnings. Where losses or cash needs arise, present members with accurate options rather than moving funds informally. Transactions that strip value during financial distress require especially careful review.

Solvency Monitoring and the 30-Day Filing Duty

The OOD is insolvent when it cannot pay qualifying due obligations; an OOD may also be over-indebted where its assets are insufficient to cover its liabilities. These are legal tests, not simply a negative bank balance. Maintain a rolling cash forecast, aged creditor schedule, disputed-debt register, tax and payroll calendar, covenant report, asset valuation evidence, and written record of rescue assumptions.

Under Article 626 of the Commercial Act, the debtor must seek commencement of insolvency proceedings within 30 days after insolvency or over-indebtedness occurs. The people obliged to apply may be jointly liable to creditors for damage caused by delay under Article 627. Article 227b of the official Criminal Code also addresses a manager or representative who fails to seek proceedings within 30 days after suspension of payments. Criminal liability requires its own legal elements and procedure; it is not established merely by a late invoice.

Do not wait for the annual accounts. Once warning signs appear, obtain current books, a filing-date balance sheet, asset inventory and valuation, creditor and debtor lists, employment arrears data, security documents, and advice from an insolvency specialist. Our company insolvency guide covers the legal tests and filing package in more detail.

Employees, Safety, Data, and Delegation

The company is normally the employer and data controller. It must operate lawful hiring, payroll, working-time, dismissal, occupational health and safety, and personal-data systems. The manager's practical duty is to appoint competent owners, fund the controls, receive exception reports, and correct known failures. Personal administrative, civil, or criminal exposure depends on the particular statute, the manager's role, fault, and conduct—not simply the job title.

Delegation to an accountant, HR lead, data-protection adviser, safety service, or lawyer is essential in a growing business, but it should be real and supervised. Use written scopes, access rights, dual approvals, deadlines, escalation triggers, service review, and proof of completion. A manager who receives a warning cannot make it disappear by forwarding the email.

With multiple managers, assign operational portfolios but preserve shared visibility over cash, tax, payroll, litigation, sanctions, key contracts, and solvency. Check the registered representation rule before signing. Joint management does not mean that every manager is automatically liable for every act; decision involvement, allocated responsibility, knowledge, fault, and causation remain relevant.

Appointment, Removal, Resignation, and Handover

The general meeting may revoke a manager's authority at any time. Appointment and deletion are registerable, and their effect toward good-faith third parties is tied to entry. A resigning manager gives written notice to the company. If the company does not apply for deletion within one month, Article 141 permits the manager to file the deletion personally, even before a replacement is appointed.

An orderly handover should cover original corporate books, electronic signatures and tokens, bank authority, accounting exports, tax and Registry credentials, contracts, employee matters, disputes, powers of attorney, data incidents, licences, deadlines, and distress warnings. Revoke access proportionately and preserve evidence. Registry deletion ends future representative authority; it does not retrospectively erase exposure for earlier damage, delayed filings, misstatements, or offences.

A Practical Control Cycle

At appointment, verify the Registry record, company agreement, member decisions, management agreement, beneficial owners, licences, bank mandates, powers of attorney, latest accounts, tax status, employees, litigation, insurance, and solvency position. Build one obligations calendar with named preparer, reviewer, signatory, evidence location, escalation point, and substitute for each deadline.

Each month, review cash, overdue liabilities, payroll and tax exceptions, complaints, incidents, conflicts, and filings. Each quarter, test access rights, delegations, related-party balances, contract authority, records, and insurance notifications. Before the annual meeting, reconcile the accounts and share book, prepare the decision pack, document going-concern analysis, and schedule Registry publication. Minutes should record decisions and evidence—not manufacture a paper trail after a problem has arisen.

When Personal Exposure Can Arise

The main routes should be analysed separately:

• Civil liability to the company: Article 145 covers damage caused by the manager; the management agreement may add duties and remedies.
• Creditor liability for delayed insolvency: Article 627 focuses on damage caused by delay, not all unpaid company debts.
• Tax and social-security liability: Article 19 requires its specific bad-faith and causation conditions.
• Administrative liability: a statute may fine the company, the manager, a responsible official, or more than one of them; the sanctioning provision must be identified.
• Criminal liability: offences require proof of their elements and the individual's conduct; corporate status alone is not guilt.
• Personal wrongdoing toward third parties: fraud, misrepresentation, tort, or unauthorised conduct may create exposure distinct from the company's contract.

Directors' and officers' insurance can fund defence and covered claims, subject to policy wording, notification duties, exclusions, deductibles, and limits. It cannot authorise unlawful conduct or reliably remove criminal penalties, intentional misconduct, or non-insurable administrative sanctions. Indemnities and member releases also have statutory and third-party limits.

Lion Consult can review the manager's appointment, management agreement, authority matrix, annual compliance calendar, conflict controls, and distress protocol and coordinate filings with the company's accountant. Discuss your OOD governance with our team.

Manager exposure is highly fact-specific. Before making a distribution, executing a disputed member resolution, resigning, responding to an authority, or delaying an insolvency filing, obtain advice based on the current records, registered representation, and applicable sector rules.

Frequently Asked Questions

Does an OOD manager personally owe the company's debts?

Normally no. An OOD is a separate legal person. Personal exposure requires a specific basis, such as damage caused to the company, delayed insolvency filing, qualifying bad-faith tax conduct, a statutory offence, or personal wrongdoing.

Can an accountant or lawyer assume the manager's statutory responsibility?

Specialists may prepare filings and operate controls, but delegation does not remove the manager's statutory oversight role. Written scopes, review, escalation, and completion evidence remain important.

Can each manager represent an OOD separately?

Yes, unless the company agreement establishes another representation arrangement. Genuine joint representation should be drafted and registered correctly; ordinary internal spending limits generally do not bind third parties.

When does the 30-day insolvency filing period begin?

It begins when the statutory insolvency or over-indebtedness condition occurs, not simply when one invoice becomes overdue. Management should obtain current financial evidence and legal advice immediately when warning signs arise.

Can a manager resign if the company refuses to file the deletion?

Yes. After written resignation notice, the company has one month to seek deletion. If it does not, Article 141 permits the manager to apply personally, even if no replacement has been appointed.

May an OOD manager operate a competing business?

Article 142 restricts specified competing transactions, participations, and management positions involving similar activity unless the company gives consent. Any consent should define and document its scope.

Does Commercial Register deletion erase earlier liability?

No. Deletion ends future representative authority but does not retrospectively remove possible exposure for earlier damage, delayed filings, misstatements, tax conduct, or offences.