With several subsequent amendments to the Commercial Act (CA) of the Republic of Bulgaria (RB), the transfer of shares in the limited liability companies took different forms and order.
With State Gazette, issue No. 105 of year 2016, Article 137, para. 4 of the CA provides the form of notarised signatures and the contents of the General Assembly/Sole Owner decisions, simultaneously, unless the written form is explicitly provided for in the Contract of Association of the company, regarding the following decisions taken for:
- acceptance and exclusion of partners, giving consent for the transfer of a new shareholder’s share;
- decrease and increase of the capital;
- election of a Manager, determination of his remuneration and release;
- acquisition and expropriation of real estates and real rights over them.
Thus, by law is given the freedom of the Partners / resp. the Sole Owner of the capital to explicitly accept a valid written form for the above-mentioned cases in the Company Act, and then the notary certification of the signatures and the contents made at the same time on the minutes will not be necessary.
Otherwise, decisions adopted in violation of para. 4, Article 137 of the Commercial Act are null and void.
Separately, as of 22.12.2017, a legal entity in which employees are employed may be transferred after the transferor has paid the outstanding but unpaid salaries, benefits, and statutory social security contributions of employees, including employees whose employment relationship was terminated within three years prior to the transfer of the shares/entity.
In practice, in the event of unpaid salaries, benefits and statutory social security contributions for employees, the shares/legal entity cannot be transferred.
With the amendment to the Commercial Act with the transitional provisions of the Law on Amendments to the Labour Code (in force from 22.12.2017), on the transfer of shares, the fact of absence of unpaid salaries, benefits, and statutory social security contributions of employees - including the employees whose employment relations have been terminated within three years prior to the transfer of the company share - shall be proved by the employer with certification under Art. 15, para. 4 and Art. 129, para. 1 of the Commercial Act.
The law left a void regarding the verification of this circumstance, which was somewhat overcome by the introduced declaration in a model approved on 16.02.2018 by the Minister of Justice and the Minister of Labour and Social Policy, for the verification of the above data.