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European economic interest grouping (EEIG) in Bulgaria

According to Article 280a of the Commercial Act of Bulgaria, the European economic interest grouping (EEIG) is a legal entity with the aim to facilitate and develop the economic activity of its partners. The activity of the EEIG is concentrated on the making of profits. It is subject to the following restrictions:

  • The EEIG may not manage or control the commercial activity of its partners;
  • Not more than 500 persons may be involved in one EEIG.

The persons that participate in an EEIG may be natural or legal persons. At least two partners are required to found an EEIG. Though there must always be an international element present to found an EEIG. The EEIG is founded on the basis of Articles of association and after its registration in the commercial register although it is not a trading company. The grouping may maintain establishments in other member states that are no branches. The EEIG has its seat in one member state which may only be changed under specific conditions.

The bodies of the grouping are the Association of the partners and one or more managers. The manager represents the grouping. Actions of the manager on behalf of the grouping are effective even if they are made outside the scope of the grouping activities.

The partners are obligated to pay a contribution if the expenditures exceed the receipts. In this context, the partners are liable jointly and unlimitedly according to the respective national laws. This liability is subsidiary to the liability of the grouping. All claims towards the partners of an EEIG expire within 5 years after the publication of the dissolution of the company.

The membership may be acquired only by the unanimous resolution of the partners. A unilateral termination of the membership is only possible if such a condition is laid down in the articles of association or by a unanimous resolution concerning this matter. According to Article 280 b of the commercial Act the following conditions must be fulfilled to dissolve the grouping:

  • an unanimous resolution of the partners;
  • a resolution of the partners after the expiry of the existence period or after the achievement of the goal because of which the grouping was founded;
  • if the statutory conditions are not present anymore;
  • under the application of certain legal provisions;
  • on the request of each person that has a legitimate interest in it;
  • for important reasons.