Companies and their transfer in Bulgaria

According to the Bulgarian commercial law, a company is an independent legal subject – a set of rights, obligations and factual relations. Being an independent legal subject, it may be transferred within various transactions. This means, that the enterprise may be transferred completely or partially to another person. According to Article 15 (1) of the Commercial Act, the transfer of an enterprise requires a contract with signatures attested by a notary public and a registration in the commercial register. The registration in the commercial register does not have constitutive effects; the transaction becomes legally effective with the conclusion of the contract.

The Bulgarian legislation assumes that the transferee of an enterprise must possess commercial qualities. If he does not possess commercial qualities, he is (according to Article 6 of the law on the commercial register) obligated to apply for a registration as transferee within a time period of 7 days after the transfer.

Article 16a of the Commercial Act regulates a protection of the creditors. It obligates the transferee to manage the newly transferred enterprise separately within a term of six months after the transfer. Thereby, transferor and transferee are jointly and severally liable for the obligations of the enterprise and creditors of revocable liabilities shall firstly address the transferor.