The Bulgarian Trade Act (TZ) covers various forms of ownership transfer – through the transformation of a company; by merger, absorption and divestment; as well as through the change of its legal status.
The Competition Protection Act (ZZK) regulates control over concentrations of enterprises.
Types of transfer
In absorption, all the assets of one or more commercial enterprises are passed on to an existing enterprise, which then becomes their assignee.
In mergers, all of the assets of two or more enterprises are moved into one newly-founded enterprise, which subsequently becomes their assignee.
In divestment, all of the assets of a commercial enterprise are passed on to two or more commercial enterprises.
In all these cases, the previous enterprise ceases trading without liquidation.
Where an enterprise divests itself of part of its assets, a new company is formed. The previous enterprise then continues operating with the assets it has retained.
Sole traders can also be transformed by transferring all their assets to a sole-trader.
Sole traders may be transferred as a whole, with rights, debts and actual relations, to a legal entity by means of a contract that has been notarised and registered with the Commercial Register.
Ownership on public company shares is made in accordance with stock trading rules.
The most popular and quickest way to transfer ownership on capital in a limited company (OOD) is by selling entity stakes. The new owner may be a private individual or a legal entity. Sales are made by way of a notarised agreement and are registered with the Commercial Register.
Taking over an existing company is a worthwhile alternative to setting up a new business.
Company transfer procedures
When agreements to transfer businesses are made, the procedure allows the enterprise, with all its rights and obligations, to be transferred by written agreement, with the signatures being verified by a notary. Enterprise transfers are registered with the Commercial Register jointly by the expropriator and the assignee.
Whenever ownership is transferred by contract, this document is also registered with the Registry Agency.
Special regulations apply for the transformation of companies involved in supplementary pension insurance. They need prior permission for transformation from the Financial Supervisory Commission.
Where the acquisition constitutes a concentration of economic activity, the Bulgarian Competition Protection Commission shall be required to assess the concentration.
Enterprises must inform the Competition Protection Commission of the concentration after having concluded agreements, published an invitation to tender, or acquired control; though this must be done prior to real steps are taken to implement the transaction.
Until the Competition Protection Commission makes a ruling, all legal and actual actions related to the planned concentration are prohibited. If this is infringed, the participants in the concentration shall be subject to a fine equivalent to 10% of their total turnover for the previous financial year.
Notifications of concentrations must be submitted jointly by the enterprises being merged, jointly established or acquiring joint control, as well as by the person acquiring sole control.
Measures to assess concentrations shall be launched within three days of receipt of the notification by the Competition Protection Commission, or after all the necessary information has been submitted.
The notification is published on the Commission's e-register, allowing any interested parties to provide information or their opinions on the effect the concentration will have on the market.