Transfer Company Shares in Bulgaria: OOD & EOOD Guide

A transfer of company shares in a Bulgarian OOD or EOOD changes who owns the company; it does not move the company's assets to the buyer. The legal form is therefore deceptively compact. A short transfer agreement may sit on top of due diligence, partner approvals, employment-liability declarations, notarial formalities, regulatory clearances, and a Commercial Register filing.

The first question is whether the buyer is already a member. Bulgarian law treats that transfer differently from admission of an outsider. The second is whether the transaction transfers control. That determines which approvals and closing conditions may be needed beyond company law.

This guide provides general information as at 1 August 2026. It is not legal, tax, accounting, competition, investment-screening, or transaction advice for a particular buyer, seller, or company.

OOD Share Transfers at a Glance

What Is Actually Being Sold?

An OOD member owns a company interest (druzhestven dyal) connected to their participation in the capital. A certificate of participation is not a security. The seller is transferring membership and its economic and governance rights, not title to each bank account, contract, employee relationship, permit, or property held by the company.

The target company keeps its identity, UIC, assets, and liabilities after closing. This is why a buyer normally investigates historic tax, employment, litigation, compliance, financing, intellectual-property, and ownership risks: those exposures remain inside the acquired company. A transaction that instead transfers an undertaking or selected assets follows different rules, consents, tax analysis, and filing steps.

This guide concerns an OOD or EOOD. A variable-capital company (DPK) has a different statutory architecture: participation is tracked in its internal book, the articles can create classes and transfer conditions, and an OOD A4 filing is not a substitute for the DPK transfer process. See our guide to variable-capital company governance before transferring a DPK interest.

Existing Member or New Member?

Article 129(1) of the Registry Agency's current Commerce Act says that a transfer from one OOD member to another is free. The buyer is already inside the membership relationship, so the statutory new-member admission procedure does not apply. The transfer agreement still needs its mandatory notarial form and the change still needs to be entered in the Commercial Register.

“Free” does not mean that the company documents can be ignored. Review the current articles, all amendments, and any partners' agreement for rights of first refusal, lock-ups, tag or drag rights, valuation mechanisms, pledges, or agreed consents. A private restriction may create contractual liability or a dispute even where Article 129 does not require new-member consent.

A buyer who is not already a member must first apply in writing and state that they accept the articles. The general meeting decides on admission and consent to the transfer. Under Article 137, those decisions require more than three quarters of the entire capital, unless the articles set a higher threshold. It is not enough to obtain three quarters of the votes merely present at the meeting.

Minutes recording admission and consent require simultaneous notarial certification of signatures and content unless the articles expressly allow ordinary written form. A resolution adopted in the wrong form is void. Observe the meeting notice and agenda as well: the statutory default is written notice received at least seven days beforehand, unless the articles provide otherwise.

For an EOOD, the sole owner exercises the general meeting's powers. A sale of the entire capital replaces the sole owner; a partial sale turns the company into an OOD and requires coordinated articles and ownership fields. Our OOD registration guide explains the governance that the incoming owners will inherit.

Employee Liabilities: The Article 129 Gate

A transfer to a third party is permitted only if the company has no unpaid, due wages, employee compensation, or mandatory social-insurance contributions for current employees or employees whose employment ended during the three years before the transfer. Article 129(2) requires standard-form declarations from both the manager and the transferor before the transfer can be entered.

This is not a generic promise that the company has no debts. It is a focused statutory test, and a false declaration can carry serious consequences. Reconcile payroll, dismissed-employee settlements, and social-insurance ledgers before signing. If an amount is genuinely disputed, do not assume that labelling it a dispute solves the declaration question; examine whether it is due and unpaid.

The employee condition attaches to admission of a third-party buyer. A transfer between existing members remains within the first sentence of Article 129(1), but the filing package and the company's actual employment exposure should still be checked rather than copied from another transaction.

A Practical Transaction Sequence

1. Review Restrictions and Define the Deal

Confirm the precise seller, buyer, number and nominal value of interests, purchase price, payment mechanics, economic cut-off, and whether the seller keeps any interest. Check the articles, partner arrangements, registered pledges or attachments, marital-property questions, financing covenants, and sector licences. Establish who will be manager after closing and whether the representation method changes.

2. Perform Proportionate Due Diligence

The buyer should verify the public file and the company's private records. The depth depends on value and risk, but commonly covers title to the interests, capital contributions, accounts and tax, employees, material contracts, litigation, permits, data protection, sanctions, property, financing, and intellectual property. The transferor and successor are jointly liable for capital contributions already due on the transferred interest under Article 130, making unpaid capital a specific diligence item.

3. Obtain Corporate Approvals

For a newcomer, prepare their Article 122 application, convene the meeting, and approve admission, consent, the revised ownership allocation, and the updated articles. Coordinate any manager appointment or release. For an internal transfer, record any decisions actually required by the articles or by related changes; do not manufacture a new-member resolution where none is legally needed.

4. Sign in the Mandatory Form

The transfer agreement must be in writing with signatures and content certified by a notary simultaneously. The agreement should address the interests sold, price, payment, title assurances, closing conditions, warranties, claims, limitations, and handover. A foreign signing route must reproduce the Bulgarian form—not simply use a locally familiar signature certification—and the original may need apostille or legalisation and Bulgarian translation.

5. File A4 and Monitor the Case

The authorised applicant files form A4. The Registry Agency's official A4 guidance places OOD/EOOD changes in group A; field 24 records the transferor, successor, and date of the transfer basis. A standard package commonly includes:

• the notarised transfer agreement
• the new member's written application, where applicable
• the properly executed general-meeting or sole-owner resolution
• the manager's and transferor's Article 129 declarations, where required
• updated articles of association or founding act, certified by the manager
• a disclosure copy with unnecessary personal data removed
• current existence and authority evidence for a foreign legal-entity buyer, with authentication and Bulgarian translation as applicable
• applicant declarations, powers of attorney, and proof of the state fee
• manager documents if management also changes

The Registry Agency's current state-fee tariff sets the change-of-circumstances fee at EUR 7.67 for electronic filing and EUR 15.34 on paper after statutory euro conversion. The registration officer normally rules immediately after three working days have expired under Article 19(2) of the Registry Act; that review period does not include transaction preparation and can be affected by instructions or queue conditions. Notarial, translation, apostille, courier, and professional costs are separate. Registry instructions have short cure periods, so monitor the electronic file after submission rather than waiting for an email.

In 2026, a company making its first filing after euro adoption must also address the euro version of its capital and interests. The Registry Agency's official redenomination notice says an OOD must announce updated articles within 12 months of euro introduction and submit them with its first subsequent filing. The transfer numbers, A4 fields, and updated constitutional document must therefore reconcile in euro.

Regulatory Checks Before Closing

A share sale can be valid company-law work and still require a separate clearance. If the buyer obtains lasting decisive influence, test Bulgarian and EU merger control before implementation. The Bulgarian Commission on Protection of Competition's official concentration guidance explains that control includes the ability to impose or block strategic decisions; it is not determined only by a percentage. A notifiable concentration must not be implemented before clearance.

Third-country investment requires a separate screening analysis. The Bulgarian Investment Agency's current FDI-screening guidance describes prior authorisation for covered investments affecting security or public order, including relevant critical infrastructure, technologies, resources, and sensitive information. Its scope can reach an EU buyer controlled from a third country. Put any required clearance into the sale agreement as a genuine condition precedent.

Regulated businesses may also require notification, approval, or a new fitness assessment when control or a qualifying holding changes. Banking, insurance, payments, investment services, energy, electronic communications, defence, and other licensed sectors must be checked under their own rules.

Finally, reassess the company's beneficial-owner record. An ownership change does not mean that every A4 needs a B7, but where the recorded ultimate beneficial owner or control chain changes and is not already transparent from the register, the AML filing and supporting ownership evidence must be updated.

Tax and Accounting Without Shortcuts

The price belongs to the seller; it is not a contribution to the target's capital and is not automatically an expense of the target company. The buyer records an investment and should obtain accounting advice on initial value, transaction costs, impairment, and consolidation.

For a Bulgarian-resident individual seller, the Personal Income Tax Act has specific rules for gains and losses from financial assets, including company interests. The taxable result depends on acquisition cost, transaction history, seller status, and available exemptions; a headline “10% of the price” is wrong. For a corporate seller, the accounting gain or loss normally enters the tax financial result, subject to the Corporate Income Tax Act and any special rules. Related-party pricing must be supportable.

Non-resident sellers need a source-of-income and treaty analysis, including who must report or withhold and whether treaty relief can be applied at source. Residence, real-estate-rich entity clauses, and the seller's legal form can change the answer. The buyer should not promise a net price until the tax mechanics and evidence are settled. Our Bulgarian corporate-tax guide provides the wider company-tax framework.

Frequent Reasons for Refusal or Post-Closing Trouble

Registry refusals commonly follow mismatched party details or capital figures, missing new-member applications, insufficient approval majorities, resolutions in the wrong form, defective notarisation, incomplete Article 129 declarations, outdated foreign-company evidence, missing translations, or articles that do not match A4. In 2026, ignoring the euro update adds another consistency risk.

After entry, update the statutory books, bank mandates, accounting records, beneficial-owner information where necessary, licence records, internal signing authorities, and key contractual notices. Deliver originals and the corporate archive. If the seller was a manager, remember that sale of their interest does not by itself remove them as manager; that requires a separate decision and registry change.

Lion Consult can coordinate the Bulgarian corporate documents, notarial signing, foreign-document formalities, and A4 filing, while identifying the tax and regulatory workstreams that need specialist review. Discuss your proposed share transfer with our team.

Every transfer depends on the current articles, ownership chain, employee liabilities, tax residence, and regulated activities. Obtain transaction- specific Bulgarian legal and tax advice before signing or implementing it.

Frequently Asked Questions

Can an OOD member transfer their interest to another existing member freely?

Article 129(1) permits transfers between existing members freely, but the mandatory notarised agreement, registry filing, articles, and contractual transfer restrictions must still be observed.

What approval is needed when the buyer is not already an OOD member?

The buyer submits a written application accepting the articles, and the general meeting approves admission and the transfer by more than three quarters of the entire capital unless the articles require a higher majority.

Does the transfer agreement need notarisation?

Yes. Its signatures and content must be notarised simultaneously. New-member resolutions require the same form unless the articles expressly allow ordinary written form.

What is the employee-liability requirement?

A third-party transfer requires confirmation that no due wages, compensation, or mandatory social-insurance contributions remain unpaid for current employees or employees dismissed during the preceding three years. The manager and transferor submit statutory declarations.

How much does the Commercial Register filing cost and take?

The current change fee is EUR 7.67 electronically or EUR 15.34 on paper. The registration officer normally rules after three working days expire, but preparation, instructions, notarial work, and regulatory clearances add time.

Can a foreign person acquire a Bulgarian OOD or EOOD?

Generally yes, but foreign-company authority documents, authentication, translation, beneficial-owner reporting, FDI screening, merger control, and sector-specific approvals may apply.

Is tax charged on the whole purchase price?

Not automatically. Individual taxation normally focuses on the calculated gain, corporate sellers include the accounting result subject to corporate-tax rules, and non-residents need source and treaty analysis.