Prom. SG. 48/18 Jun 1991, amend. SG. 25/27 Mar 1992, amend. SG. 61/16 Jul 1993,
amend. SG. 103/7 Dec 1993, suppl. SG. 63/5 Aug 1994, amend. SG. 63/14 Jul 1995,
amend. SG. 42/15 May 1996, amend. SG. 59/12 Jul 1996, amend. SG. 83/1 Oct 1996,
amend. SG. 86/11 Oct 1996, amend. SG. 104/6 Dec 1996, amend. SG. 58/21 Jul 1997,
amend. SG. 100/31 Oct 1997, amend. SG. 124/23 Dec 1997, suppl. SG. 39/7 Apr 1998,
suppl. SG. 52/8 May 1998, amend. SG. 70/19 Jun 1998, amend. SG. 33/9 Apr 1999,
suppl. SG. 42/5 May 1999, amend. SG. 64/16 Jul 1999, amend. SG. 81/14 Sep 1999,
amend. SG. 90/15 Oct 1999, amend. SG. 103/30 Nov 1999, amend. SG. 114/30 Dec
1999, amend. SG. 84/13 Oct 2000, amend. SG. 28/19 Mar 2002, amend. SG. 61/21 Jun
2002, suppl. SG. 96/11 Oct 2002, amend. SG. 19/28 Feb 2003, amend. SG. 31/4 Apr
2003, amend. SG. 58/27 Jun 2003, amend. SG. 31/8 Apr 2005, amend. SG. 39/10 May
2005, amend. SG. 42/17 May 2005, amend. SG. 43/20 May 2005, amend. SG. 66/12
Aug 2005, amend. SG. 103/23 Dec 2005
Part one. GENERAL PART
Chapter one. GENERAL PROVISIONS
(1) (Amended, SG No 83/1996) For the purposes of this Act a merchant shall mean any individual or
corporate body engaged by occupation in any of the following transactions:
1. purchasing goods or other chattels for the purpose of reselling them in their original, processed or finished
2. sale of one's own manufactured goods;
3. purchasing securities for the purpose of reselling them;
4. commercial agency and brokerage;
5. commission, forwarding and transportation transactions;
6. insurance transactions;
7. banking and foreign-exchange transactions;
8. bills of exchange, promissory notes and cheques;
9. warehousing transactions;
10. licence transactions;
11. supervision of goods;
12. transactions in intellectual property;
13. hotel operation, tourist, advertising, information, entertainment, impresario and other services;
14. purchase, construction or furnishing of real property for the purpose of sale;
(2) Merchants are:
1. the companies;
2. the cooperatives, except housing cooperatives.
(3) Any person which has established a business, which in accordance with its purposes and volume requires
that its activities be conducted on a commercial basis even if not listed under paragraph 1, shall also be
deemed a merchant.
The following shall not be deemed merchants:
1. natural persons engaged in farming;
2. artisans, persons providing services through their own labor or members of the professions, except where
their activity may be defined as a business within the meaning of Art. 1, paragraph 3;
3. persons providing hotel services by letting rooms in their own home.
Chapter two. COMMERCIAL REGISTER
(1) (amend., - SG 66/05)Each district court shall keep a commercial register in which it shall register all
merchants and all other relevant circumstances pursuant to this Act. For each merchant a separate case shall
be established and kept.
(2) Other registers for individual types of merchants may be kept by virtue of a law.
(1) Every merchant must apply for registration in the commercial register by declaring the circumstances
established by the preceding Art..
(2) (amend., SG 66/05) The circumstances subject to registration shall be declared on the name of the
merchant through a person or persons who represent the merchant ex lege, and in provided by the law cases –
also on behalf of another person. In case of change in the bodies or in the representation the application for
entry shall be performed by the newly elected body or representative.
(3) Any person under an obligation to apply for registration, or respectively to present the documents or
signatures provided for in this Act, shall do so within seven days of the occurrence of the circumstance,
unless the law provides otherwise.
The third persons can refer to all circumstances subject to entry, although the entry may not have been made
yet, unless a law explicitly stipulates an activity after the entry.
Everyone shall be free to inspect the commercial register and the documents pursuant to which the entries
have been made, as well as to obtain copies thereof.
(1) The court shall publish the registrations made in the commercial register in the State Gazette when
required by law.
(2) (new – SG 66/05) Before the elapse of 15 days after the promulgation of the registered circumstance, it
cannot be opposed to third persons who prove that was impossible to learn it.
Chapter three. TRADE NAME AND SEAT
(1) A trade name shall be the name under which a merchant shall carry on its business and under which it
(2) (Amend., SG, No 103 1993) In addition to the necessary content established by law, a trade name may
also denote the purposes of a business, the names of the partners, and a freely chosen extension. A trade
name must correspond to the truth, must not deceive, and must not be offensive to public order and morals.
(3) (SG, No 103 1993) The merchant shall mandatorily inscribe its trade name in Bulgarian. It may
additionally inscribe it in a foreign language.
The trade name of a branch shall incorporate the trade name of the merchant and the extension "branch".
Art. 9 (Suppl., SG, No 63 1994) The trade name of a merchant which has been declared in liquidation shall
carry the extension "in liquidation", and upon declaration of bankruptcy - "in bankruptcy".
(1) A trade name may be changed upon an application by the merchant which has registered it.
(2) Should a trade name contain the name of a retiring partner, it may be preserved only with that partner's
(1) A trade name may be used only by the merchant which has registered it.
(2) In case of use of another's trade name the interested parties shall be free to seek an injunction, as well as
damages for such use.
(1) A merchant's seat shall be the community where its registered office is located.
(2) A merchant's address shall be the address of its registered office.
(1) (prev. art. 13 - SG 84/00, amend., - SG 66/05))A merchant shall provide the following data on all its
commercial correspondence: trade name; seat and registered office; court of registration; registration number
and bank account. A merchant may also provide a forwarding address. Whereas a trade company shall point
out the amount of their capital, they shall also point out the part of which has been paid in.
(2) (new, SG 84/00) The trade correspondence of the branch, besides the data under para 1 for the merchant
who has opened the branch, shall obligatorily indicate the court in the commercial register where the branch
has been entered, as well as the number of its registration.
Art. 14. (amend., SG 58/03)
(1) Any relocation of a merchant's office to another community shall be declared for entry before the court
with which the merchant is registered.
(2) When the new seat is within the region of another court the court of the initial registration of the merchant
shall register the change and shall forward, ex-officio, the corporate case to the court at the new seat.
(3) The court at the new seat shall open a file of the merchant in the commercial register on the grounds of
the decision under para 2, ex-officio, or when it has been presented by a person authorised to declare the
(4) Where the change of the seat is subject to promulgation it shall be made by the court at the initial
registration of the merchant and by the court at his new seat.
Chapter four. ENTERPRISES AND TRANSACTIONS WITH THEM
(1) An enterprise as a set of rights, obligations and factual relations shall be transferable by a transaction in
writing with the signatures attested by a notary public. The transferor shall advise all creditors and debtors of
the effected transfer.
(2) (new, SG 58/03) When the whole enterprise of a trade company is transferred a decision taken pursuant to
art. 262p shall be required.
(3) (prev. para 2 - amend., SG 58/03) Absent another agreement with the creditors, upon the transfer of an
enterprise the transferor shall be liable jointly and severally with the transferee up to the size of the obtained
rights. Creditors of recoverable liabilities shall first address the transferor.
(1) (amend., SG 58/03) The transfer of an enterprise shall be registered in the commercial register in the
sections of both the transferor and the transferee.
(2) (new, SG 58/03) When the seats of the transferor and of the transferee belong to the regions of different
courts of law the transfer shall be entered by the court of registration of the transferor. The court of
registration of the transferee shall enter the transfer on the grounds of the decision of the court of registration
of the transferor, ex-officio, or where it is presented by a person authorised to declare the entry.
(3) The entries under the preceding paras shall be promulgated in the State Gazette by the court of seat of the
transferor and by the court of seat of the transferee.
(4) (Amended SG 104/1996; prev. para 2 - SG 58/03) Should the contract transfer real property or another
interest therein, the contract shall be registered with the recordation office as well.
Art. 16a. (amend, SG 58/03) (1) The transferee shall manage independently the trade company transferred to
him for a period of 6 months. The period shall run individually for the creditors of the transferor from the
date of promulgation of the transfer at the seat of the transferor, and for the creditors of the transferee - from
the date of promulgation of the transfer by the court at the seat of the transferee.
(2) Within the period under para 1 every creditor of the transferor or the transferee, whose receivable has not
been secured and has occurred before the date of the respective entry of the transfer, may require execution
or security in compliance with his rights. If the request is not satisfied the creditor shall have the right to
preferential satisfaction of the rights having had belonged to his debtor.
(3) The members of the managing body of the transferee shall be jointly and severally responsible before the
creditors for the individual management.
Chapter five. BRANCHES
(1) A merchant may open a branch outside the community where its seat is located.
(2) The branch shall be registered in the commercial register of the court in whose district its seat is located
on the grounds of a written application containing:
1. seat and subject of activity of the branch;
2. data for the person managing the branch and for the extent of his representative authority.
(3) Attached to the application under para 2 shall also be a notary certified consent along with a specimen of
the signature of the person managing the branch.
(4) (amend., - SG 66/05) The court in which the merchant has been registered shall forthwith forward a copy
of the decision for registration of the branch along with a copy of the registration of the merchant in the
commercial register. The branch shall be registered by the court under para 2, ex-officio, or when it is
procured by a person authorised to declare the entry. Besides the data under Para 1 in the lot of the branch the
whole data from the lot of the merchant shall be entered.
(5) All changes with respect of the branch shall be registered by the court of its district. Immediately after the
registration a copy of the court decision in the merchant's district shall be sent for registration in the file of
(6) (new, SG 58/03) The court in the district of the merchant shall send, ex-officio, to the court in the district
of the branch a copy of any decision by which changes regarding the merchant are entered for registration in
the file of the branch.
(7) (revoked – SG 66/05).
Art. 17a. (new – SG 66/05)
(1) A branch of a foreign person, registered with the right of performing trade activity under the national
legislation, shall be entered in the commercial register at the court per seat of the branch.
(2) Besides the data under Art. 17 Para 2, the application for entry shall contain data about:
1. the legal form and the firm or the name of the foreign person, as well as the firm og the branch if it is
different than this of the foreign person;
2. the register and the number of entry, under which the foreign person is registered, if the applicable law
3. the law of the state, applicable to the foreign person if it is not the law of a Member State of the European
4. the persons, who shall represent the foreign person as per the register, where it is registered, if such
register exists, the manner of representation as well as the liquidators and the receivers and their powers.
(3) The following data shall be entered in the register:
1. under Para 2, as well as each change in it, including closing of the branch;
2. about termination of the foreign person, initiation of liquidation, continuing of activity, termination and
finalization of the liquidation;
3. from all the acts of the insolvency-court, which ate subject of entry in the regisyer where the foreign
person is registered, as well as the decisions under Art. 759, Para 1 and Art. 760, Para 3 id such exist;
4. about the deletion of the foreign person.
(4) At the register shall be submitted a copy of:
1. the act of establishment, agreement or articles of association of the foreign person, which contains all
amendments and supplementations, including after the inscription of the branch;
2. each annual financial report of the foreign person, after being registered or presented as per legislation of
the state where it is registered.
The rules pertaining to a merchant shall apply mutatis mutandis to the seat and registered office of a branch
and its relocation.
A branch shall keep its account books as an independent merchant, without preparing a separate balance
sheet. The branch of a legal person which is not a merchant within the meaning of this Act and the branch of
a foreign person shall further prepare a balance sheet.
Actions based on disputes arising from a direct relationship with a branch may be brought against the
merchant at the seat of the branch as well.
Chapter six. AGENCY
(1) (Amended, SG No 70/1998) A procurator shall be a natural person commissioned and authorized by a
merchant to manage its firm for compensation. Such authority may be given to more than one person for
either a separate or joint exercising of the procuration. The signatures on the procurator's mandate
(procuration) shall be notarized and it shall be submitted by the merchant for registration in the commercial
register together with a specimen signature of the procurator.
(2) A procurator shall sign by adding his own name to the merchant's trade name and an extension indicating
(1) A procurator shall be entitled to perform or effect any acts or transactions related to the carrying on of the
business activities, to represent the merchant, and to authorize third parties to perform specific acts. He may
not authorize third parties with those of his powers which are derived by operation of law.
(2) A procurator may not alienate or encumber any real property of the merchant except when expressly
authorized to do so. The authorization may be restricted to the business of a single branch. No other
restrictions shall be binding upon third parties.
The relationship between a merchant and a procurator shall be governed by an agreement.
An authorization shall be binding upon third parties only after being registered in the commercial register.
(1) An authorization shall be terminated upon withdrawal by the merchant, and the registration of such
withdrawal in the commercial register.
(2) An authorization shall not be terminated by virtue of a merchant's death or placing under judicial
(1) An agent shall be a person authorized by a merchant to perform, for compensation, the acts set forth in
the mandate. Absent any other instructions, an agent shall be deemed authorized to perform all acts related to
the merchant's usual business. The authorization shall be made in writing and the signature shall be notarized.
(2) An agent shall need express authorization to alienate or encumber real property, to accept bills of
exchange, to obtain a loan, or to engage in litigation. Any other restrictions on its mandate shall be binding
upon a third party only if that party new or ought to have known of such restrictions.
(3) An agent may not transfer its powers to a third party without the merchant's consent.
(4) An agent shall sign by adding its own name to the trade name and an extension indicating the agency.
The relationship between a merchant and an agent shall be governed by an agreement.
The authorization of an agent shall be terminated in accordance with the provisions of civil law.
(1) A procurator or agent may not, without the merchant's consent, effect commercial transactions either on
their own behalf or on the behalf of a third party within the framework of their authorization. Consent shall
be deemed given if at the time of authorization the merchant knew of the carrying on of such activities and
their termination was not agreed upon expressly.
(2) In case of a breach of the obligations set forth in the preceding paragraph the merchant shall be entitled to
seek damages or to state that the transactions effected by the authorized persons have been effected on its
behalf. The statement shall be made in writing not later than one month of its becoming aware of the
transaction, but not later than one year of the effecting of the transaction, and shall be addressed to the
procurator or agent and to the third party.
(3) Actions pursuant to paragraph 2 shall expire by limitation after five years from the date the transaction
(1) The relationship between a merchant and its assistant shall be governed by a contract.
(2) A shop assistant may not effect transactions on the merchant's behalf. When working in a generally
accessible sales area, a shop assistant shall be deemed authorized to effect the transactions which are usually
effected in such an area.
A shop assistant may not engage in any commercial activity independently or on the behalf of third parties in
competition with his employer, except with the latter's express consent.
Section II. Sales Representative
(1) A sales representative shall be a person engaged independently and by occupation in assisting the
business of another merchant. A sales representative may be authorized to effect transactions in the name of
the merchant, or in its own name but on the behalf of the merchant.
(2) The contract between the merchant and the sales representative shall be executed in writing.
(Amended, SG No 83/1996) A sales representative shall cooperate or effect transactions with due care, taking
into consideration the merchant's interests. It shall forthwith notify the merchant of any transaction effected
(1) A merchant shall provide the sales representative with all relevsnt information concerning the conclusion
and performance of a contract.
(2) A merchant shall forthwith notify the sales representative whether it accepts a transaction effected
A sales representative which undertakes to be personally liable for the performance of obligations under
effected transactions shall be entitled to an additional commission which shall be agreed upon in writing. The
parties may not agree in advance that no such commission shall be owed.
(1) A sales representative shall be entitled to a commission for all transactions effected by it or through its
assistance during the term of its contract with the merchant.
(2) Where a sales representative is entrusted with a specified territory or circle of clients, it shall also be
entitled to a commission for all transactions concluded without its assistance, but with persons from the same
territory or with the same clientele.
(3) A sales representative shall be entitled to a commission for any of the merchant's claims which it has
(4) Either party shall be entitled to request from the other abstracts from the account books concerning the
transactions concluded on the basis of the agency agreement.
Where the commission has not been agreed upon, it shall be deemed to amount to the customary rate paid for
the specific activities.
A sales representative's commission shall be paid on a monthly basis, unless the agreement provides
A sales representative shall be entitled to reimbursement for the customary expenses related to its activities,
unless the agreement provides otherwise.
(1) A sales representative shall be entitled to a compensation upon termination of its agreement, when the
merchant continues to enjoy benefits from the clientele established by the sales representative.
(2) Such compensation shall be equal to the sales representative's average annual commission for the entire
duration of its agreement.
(3) Compensation pursuant to the preceding paragraph shall not be due when the agreement is avoided
through the sales representative's fault.
(4) (Amend., SG, No 103 1993) Upon termination of the agreement the sales representative may claim
compensation for already concluded or pending contracts.
(1) Any restrictions on the activities of a sales representative subsequent to the termination of the agreement
shall be agreed upon in writing.
(2) Restrictions must encompass the same territory and type of goods or services as the agency agreement.
They may not be for more than two years following the termination of the contract. The merchant shall owe a
respective compensation for the period of restriction.
(3) Should a sales representative declare the agreement avoided through a fault of the merchant, the sales
representative shall be free to discharge itself from the said restrictions not later than one month from the
date of the avoidance.
Even when not authorized to conclude contracts a sales representative may accept acts performed by third
parties to protect their rights against imperfect performance by the merchant. A sales representative may act
to secure evidence in name of the merchant. Any restriction on these rights shall be binding upon third parties
only if they knew or ought to have known of the said restriction.
Should a sales representative conclude contracts without authorization, and the third party did not know of
that fact, the contract shall be deemed ratified by the merchant if the merchant fails to reject it upon being
notified of it by the sales representative or the third party and inform them correspondingly.
A sales representative may represent several merchants as long as they are not in competition among
themselves. It may reach agreement with a merchant to be its exclusive sales representative.
The subject and territory of a sales representative shall be determined by the agency agreement.
(1) The internal relationship between the sales representative and the merchant shall be governed by the
agreement between them. Absent any other provision, a sales representative shall arrange for its own
premises. If the compensation is not indicated in the agreement, the customary compensation for the type of
representation shall be due.
(2) Representation under the preceding paragraph may not be delegated to another party in the same territory.
(3) A sales representative shall indicate in the documents issued by it and on its commercial correspondence
the information required under Art. 13.
(1) (New SG, No 103 1993) Where the sales representation agreement has been concluded for an indefinite
term, during the first three years following the date of conclusion each of the parties may terminate it with a
monthly notice and, after the end of the third year, with a three months' notice.
(2) (New SG, No 103 1993) An agreement which has been concluded for a definite period may be terminated
before its expiration if the party wishing to terminate it compensates the other party for the damages caused.
(3) (New SG, No 103 1993) The rights of the sales representative under Art. 40 may not be prejudiced by the
termination pursuant to paragraphs 1 and 2.
(4) (Previous para 1 SG, No 103 1993) A sales representative which has ceased its activities shall apply to
the court, within the time period set forth in Art. 4, to delete its registration.
(5) (Previous para 1 No SG, No 103 1993) Should a representation be terminated by reasons of death or
placing under disability of the sales representative, the heirs or, respectively, the guardian, and in case of
bankruptcy the respective court, shall inform the court of the deletion.
(6) (Previous para 1 No SG, No 103 1993) Where no application has been made for the deletion pursuant to
the previous paragraph, the deletion shall be made by the court on its own motion as soon as it learns of the
The provisions of articles 32 to 47 shall not apply to persons engaged as representatives or brokers in stock
exchange transactions, or as representatives of persons engaged in auction operations.
Section III. Broker
(1) A broker shall be a merchant which by occupation acts as an intermediary so that transactions may be
(2) (Amend., SG, No 86 1996) As far as brokerage for contracts for the carriage of goods by sea and for
stock exchange transactions are concerned, the provisions for the said activities shall apply even when the
brokerage is performed by a mercantile broker.
(1) A broker shall keep a journal in which it shall record on a daily basis all executed contracts. At the end of
each day the broker shall date and undersign all entries for that day.
(2) Contracts shall be recorded consecutively in the order of their execution;an entry shall include the names
of the contracting parties, the time of execution of the contract and the essential arrangements.
(3) A broker must, upon request, provide the parties with an abstract from its journal containing the full entry
concerning their contract.
A broker shall be entitled to a commission from one or both parties in accordance with the arrangement
reached. Absent such an arrangement, the customary brokerage for the type of transaction in the specific
circumstances shall be owed by both parties.
Section IV. Trade Secrets
In carrying on their activities a procurator, an agent, a shop assistant, a sales representative and a broker must
protect the trade secrets of the persons which have commissioned them to perform certain acts, as well as
their good name as merchants.
Chapter seven. ACCOUNT BOOKS
(1) A merchant shall keep accounts in which it shall record the movements of its enterprise's property. Such
movements shall be recorded in chronological order.
(2) A merchant shall, through inventory performed within the time periods prescribed by the Accountancy
Act, establish the availability and value of the items of the assets and liabilities of its enterprise's property.
(3)(amend., - SG 66/05) A merchant shall sum up the results of its commercial activities on the basis of the
entries in its books and inventory, and prepare an annual financial statement and, where necessary, the
relevant accounting notes. The annual financial statement shall be verified by a certified public accountant in
the provided by law cases.
The opening balance sheet for each year shall correspond to the closing balance sheet for the preceding year.
A balance sheet shall also be prepared when a merchant winds up its activities.
(1) Regularly kept account books and entries therein shall be admissible as evidence between merchants for
establishing commercial transactions.
(2) Account books kept in violation of the provisions of this Act or the Accountancy Act shall be
inadmissible as evidence in favor of the party whose duty it is to keep them.
Part two. TYPES OF MERCHANTS
Dial one. SOLE ENTREPRENEUR
Chapter eight. NATURAL PERSON MERCHANT
Any natural person possessing capacity whose domicile is in the country may register as a sole entrepreneur.
Ineligible to be a sole entrepreneur shall be a person:
1. who is bankrupt and his rights have not been restored;
2. who has intentionally gone bankrupt and has left unsatisfied creditors.
3. who has been convicted for bankruptcy.
(1) A sole entrepreneur shall be registered on the basis of an application which shall state:
1. the name, domicile, address and Unified Civil Code (EGN);
2. the trade name under which the activities shall be carried on;
3. the seat and the address of the registered office;
4. the purposes of the business.
(2) A specimen of the merchant's signature and an affidavit stating that the person has not been deprived of
the right to carry on commercial activities shall be attached to the application.
(3) (Amend., SG, No 124 of 1997) Entered in the register shall be the data of para 1.
(4) (Amend., SG, No 124 of 1997) A person may register only one trade name as a sole entrepreneur.
A sole entrepreneur's trade name shall incorporate without abbreviation the person's given name and either
the surname or patronymic by which he is generally known.
(1) A sole entrepreneur's trade name may be transferred to a third party only together with his enterprise. The
consent to transfer a trade name shall be given in accordance with Art. 15, paragraph 1.
(2) A sole entrepreneur's heirs, on acquiring the enterprise, shall be free to retain its trade name.
(3) In cases under the preceding paragraphs the new owner's name shall be added to the trade name.
(4) The transfer shall be registered in the commercial register and shall be published in the State Gazette.
Art. 60a. The entry of the sole entrepreneur shall be deleted from the commercial register:
1. in case of termination of his activity or establishing his residence abroad - upon his written request to the
2. in case of his death - upon written request by his successors;
3. for placing under judicial disability - upon written request by the guardian or trustee.
Dial two. STATE - OWNED AND MUNICIPAL ENTERPRISES
Chapter nine. PUBLIC ENTERPRISE MERCHANT
A state-owned and municipal enterprise shall be either a single person limited liability company or a single
person joint stock company. State-owned and municipal enterprises may also form other companies or
groups of companies.
(1) State-owned enterprises shall be formed as or transformed into single person limited liability companies
or single person joint stock companies pursuant to a procedure to be established by a law.
(2) Municipal enterprises shall be formed as or transformed into single person limited liability companies or
single person joint stock companies through a resolution of the municipal council.
(3) State-owned enterprises which are not companies may be formed with a law.
Dial three. COMPANIES
Chapter ten. GENERAL PROVISIONS
(1) A company is an association of two or more persons for effecting commercial transactions with joint
(2) In cases provided by a law a company may be incorporated by one person.
(3) Companies shall be legal persons.
(1) The types of companies are:
1. general partnership;
2. limited partnership;
3. limited liability company;
4. joint stock company;
5. partnership limited by shares.
(2) Only the companies set forth in this Act may be established.
(3) (new, SG 58/03) The trade companies under para 1, item 1 and 2 shall be personal, and those under item
3 - 5 - capital.
(4) (prev. para 3 - amend., SG 58/03) A law may stipulate that an activity may be carried out only by a
certain kind of trade companies.
(1) A company's founders shall be Bulgarian or foreign individual or corporate bodies possessing capacity.
(2) A person may participate in one or more companies to the extent such participation is not prohibited by
(3) (new, SG 84/00) When a trade company participates in another company its rights as a partner or sole
owner shall be exercised by the person who has the right to represent it or by an explicitly authorised person.
Persons wishing to form a company may reach agreement on the acts which must be performed so that the
incorporation may be prepared. For a breach of obligations based on that agreement the parties shall be liable
only for the actual damages caused.
A company shall be deemed formed on the date of its registration in the commercial register. The application
for registration shall be filed by the appointed managing organ.
The will of the parties and the objective of the interpreted provision shall be taken into account when
interpreting the statutes.
(1) Any acts by the founders performed in the name of the as yet unincorporated company prior to the date of
its registration shall create rights and obligations for the persons who have carried out the said acts. When
transactions are effected it shall mandatorily be noted that incorporation is pending. The persons who have
effected the transactions shall be liable jointly and severally for undertaken obligations.
(2) When the transaction has been effected by the founders or a person authorized by them, the rights and
obligations shall be transferred ex lege to the incorporated company.
(1) (amend., SG 84/00) The constitution of the company shall be void only when one of the following
offences has been admitted:
1. there is no constituent contract or it has not been worked out in the form stipulated by the law;
2. for joint-stock or a limited joint-stock company with stocks the requirements of art. 159 and 163 have not
3. the company has been registered not by the court at its headquarters;
4. the subject of activity of the company contradicts the law or the good ethics;
5. the constituent contract or the statutes do not contain the company, the subject of activity of the company
or the size of the instalments, as well as the capital when the law so requires;
6. the part of the capital stipulated by the law has not been installed;
7. less able persons than the number stipulated by the law have participated in the constituting of the
(2) (amend., SG 84/00; suppl., SG 58/03) Any interested party, as well as the public prosecutor, may request
from the district court at the place of registration of the company that the company be declared void within a
period of one year after the institution of the company, and when the institution has been subject to
promulgation - after its promulgation. In the cases under para 1, item 3, 4, 5 and 6 the court shall declare the
company void only if the offence has not already been repealed or it has not been repealed within a suitable
term defined by the court.
(3)(amend., - SG 66/05) The court's ruling to declare the company void shall be effective from the date of
entry into force. As of that moment the company shall be deemed terminated and that fact shall be registered
on the court's own motion in the commercial register, after which liquidation shall be carried out by a courtappointed
liquidator. Announcement regarding the termination shall be promulgated in the State Gazette, if
the establishment of the company has been subject to promulgation.
(4) (new, SG 58/03) The court shall send, ex-officio, for attachment to the corporate case of the company a
copy of the claim request under para 2 upon institution of the proceedings, of the enacted definition for its
termination, as well as of an enacted decision by which the claim is rejected.
(5) (prev. para 4 - SG 58/03) Where acts in the name of the company declared void have been carried out, the
founders shall be liable jointly and severally and their liability shall be unlimited.
(6) (prev. para 5 - SG 58/03) (new, SG 84/00) Article 498 of the Civil Procedure Code shall not apply
regarding the constitution of a trade company.
Any partner in a company may bring an action to the district court of the company's seat to protect its right to
be a partner and its individual rights as a partner, when these have been violated by the company's organs.
(1) Should a partner or, respectively, a shareholder, make a non-monetary contribution, the articles or,
respectively the statutes, shall state the name of the contributor, a full description of the non-monetary
contribution, its monetary value, and the grounds for the contributor's rights.
(2) (suppl., SG, No 103 1993; amend., SG 84/00, suppl., - SG 66/05) The contribution in a limited liability
company, a joint stock company or a partnership limited by shares shall be valued by three independent
experts appointed by the court which shall register the company, at the request of the contributor. The
conclusion of the experts must contain full description of the non-pecuniary instalment, the method of
assessment, the obtained assessment and its compliance with the size of the share of the capital or of the
number, the nominal and the issued value of the stocks registered by the contributor. The conclusion shall be
presented to the commercial register for entry upon its acceptance by the court, and this shall be pointed out
at the promulgation”.
(3) new, SG 84/00) The assessment in the corporate contract, respectively in the statutes, cannot be higher
than the one given by the experts in the court.
(4) (prev. para 3 - SG 84/00) Should the contributor not agree with the valuation, it may participate in the
company with a monetary contribution or withdraw from participation in the company.
(5) (prev. para 4 - SG 84/00) The contribution may not have as a subject future labor or services.
(1) The contribution of a right for the creation or transfer of which a notarial form is required shall be
effected with the articles. For contributions to a joint stock company the consent in writing of the contributor
and a description of the contribution with a notarized signature shall be attached to the statutes.
(2) The contribution of any other rights shall be made pursuant to the form the law provides for their creation
(3) (suppl., SG 84/00) The contribution of a claim shall be made with the articles or, respectively, the
statutes, and the contributor shall attach evidence of having notified the debtor of the transfer of the claim.
The requirement for notification shall not apply when the taking regards the company itself.
(4) Title to a contribution shall be acquired from the moment of the company's formation.
(5) (Amended SG 104/1996) Where a contribution has as a subject a real right over real property, the
respective organ of the company shall, after such right has arisen, present an abstract of the articles, certified
by a recordation judge, for recording in the recordation office and, whenever necessary, separately the
contributor's consent as well. Such organ shall present an abstract of the statutes certified by a recordation
judge and the contributor's consent. In making the recording the recordation judge shall ascertain the
Art. 73a. The obligation of the partners of the limited liability company and of the stock holders for
instalments in the capital cannot be remitted, except in its reduction, neither can it be deducted.
Art. 73b. (1) When a joint stock company, within 2 years from its constitution acquires rights at a price
exceeding 10 percent of the capital from a person who has registered stocks at the time of constitution of the
company, decision for it shall be taken by the general assembly of the stock holders and art. 72, para 2 shall
apply for the transferred rights.
(2) The transaction shall be valid upon the entry of the decision of the general assembly in the commercial
register. The decision shall be promulgated.
(3) Para 1 and 2 shall not apply for rights acquired in the process of the usual activity of the company, at the
stock exchange or under supervision of an administrative or court body.
Art. 73c. (new, SG 58/03) Payments to partners and stock-holders ensuing from shares and stocks of a trade
company, pledged or distrained, shall be made if the creditor does not object, by a pledge or distraint, within
one month upon a written notice. In case of an objection the due sum shall be deposited in a bank for
securing the creditor.
(1) Every partner or shareholder may bring an action before the district court of the company's seat for the
repeal of a resolution of the general meeting when such resolution is inconsistent with a mandatory provision
of the law or with the articles or, respectively, the statutes of the company. The action shall be brought
against the company.
(2) The action shall be brought within 14 days of the date of the meeting when the plaintiff was present or
was duly notified, or otherwise within 14 days of learning of the resolution, but not later than three months
after the date of the general meeting.
(3) A partner or shareholder may intervene in a proceeding in accordance with the provisions of the Code of
Civil Procedure. It may carry on the proceedings even after the withdrawal of the original plaintiff.
(1) The instructions given by the court in repealing a general meeting resolution concerning the interpretation
of the law, the memorandum of association or the statutes shall be binding on the general meeting whenever
it discusses the same issue again.
(2) Resolutions or acts by the company's organs which are in contravention of an effective court ruling are
null and void. Each partner or shareholder may at any moment refer to such nullity or request its
proclamation by the court.
Chapter eleven. GENERAL PARTNERSHIP
Section I. General Provisions
A general partnership shall be a company formed by two or more persons for the purpose of effecting
commercial transactions by occupation under a joint trade name. The partners shall be liable jointly and
severally and their liability shall be unlimited.
The trade name of a partnership shall consist of the surnames or trade names of one or more of the partners
with the extension "sabiratelno druzhestvo" [general partnership] or "sadruzhie" ("s-ie") [partners].
A partnership's articles shall be drawn up in writing with notarized signatures of the partners and shall state:
1. the name and domicile or, respectively, the trade names and seat, as well as the address of each partner;
(Amend., SG, No 124 of 1997)
2. the trade name, the seat, the address of management and the purposes of the partnership;
3. the type and amount of each partner's contribution and the valuation thereof;
4. the manner of distribution of profits and losses among the partners;
5. the manner of management and representation of the partnership.
(1) The application for registration of the general partnership in the commercial register shall be signed by all
partners and the articles of partnership shall be attached to it.
(2) Registered in the register shall be the information under items 1, 2 and 5 of the preceding Art..
(3) The persons authorized by the articles of partnership to represent the partnership shall submit specimen
Section II. Partners' Relationships
The partners' legal relationships shall be governed by this Section, unless the articles of partnership provide
otherwise, with the exception of the provision of Art. 87.
(1) A partner shall be entitled to reimbursement for necessary expenses incurred in the course of the
partnership's business and to compensation for damages suffered in connection with such business.
(2) The partnership shall pay the interest as set by law on such expenses incurred or damages suffered by a
A partner which is in arrears in paying its monetary contributions or receives or, respectively, takes
partnership money for itself without being entitled to do so, shall owe the partnership the repayment of all
such moneys and the interest as set by law. Should the damages for the partnership be greater, the partnership
may seek compensation for the balance.
(1) (Amend., SG, No 103 1993) A partner may participate in another company or enter into transactions
related to the purposes for which the partnership was set up, on its own account or on account of a third
party, only with the consent of the other partners.
(2) (Amend., No 103 1993) In case of a violation of paragraph 1 the partnership may request compensation
for the damages suffered or state that it shall assume the rights and obligations under the concluded
transactions. The statement must be made in writing within one month of acquiring knowledge of the
transaction, but not later than one year of its conclusion, and be forwarded to the partner and the third party.
(3) The right to an action pursuant to the preceding paragraph shall expire after three months from the date of
the partners' becoming aware of the said act, or after three years of the commitment of the said acts when the
partners have no knowledge of them.
(1) Each partner shall be entitled to take part in the management of the partnership's business, except when
management has been assigned with the articles of partnership to one or several of the partners or to a third
(2) The consent of all partners shall be required for the acquisition or disposal of real rights over real
property, for the appointment of a manager who is not a partner, or for executing an agreement for a cash
loan exceeding a sum fixed in the articles of partnership.
The resolution to assign the management to one or several partners may be revoked by the district court of
the partnership's seat upon an action brought by some of the partners, if the managers have committed a
breach of their obligations, as well as on other grounds provided for in the articles of partnership. The ruling
shall be registered upon the court's own motion.
A partner which does not participate directly in the management shall be entitled to obtain information on the
partnership's business, to inspect the books, the partnership and other papers, and to ask for explanations
from the managers.
Where the articles of partnership require that resolutions be adopted with a majority vote, each partner shall
be entitled to one vote. Resolutions shall be recorded in the minutes book.
Section III. Partners' Relationship With Third Parties
Art. 88 (Amend., SG, No 103 1993)
When bringing an action against the partnership the plaintiff may also name as defendants one or several of
the partners. Forcible execution shall be directed first against the partnership, and, in case of impossibility for
satisfaction, against the partners.
(1) Each partner shall represent the partnership, unless the articles of partnership provide otherwise.
(2) A limitation upon the representative powers of a partner shall not be binding upon bona fide third parties
if it is not registered in the commercial register.
The representative powers of a partner may be revoked pursuant to Art. 85.
A partner may, in addition to the partnership's pleas, make its personal pleas before the partnership's
The liability for all of the partnership's debts of a newly admitted partner in an existing partnership shall
equal that of the other partners.
Section IV. Dissolution of a Partnership and Termination of a Partners' Participation
Grounds for Dissolution
A general partnership shall be dissolved upon:
1. (suppl., SG, No 103 1993) expiration of its term or under other circumstances provided in the articles of
2. the agreement of the partners;
3. declaring the partnership bankrupt;
4. where there is no other provision, death or the placing under judicial disability of a partner or dissolution
of a partner which is a legal person;
5. (amend., SG, No 63 1994) request of the trustee in bankruptcy in case of bankruptcy of a partner;
6. notice of termination from a partner;
7. a court ruling in the cases established by law.
Where a partnership has been formed for an indefinite period of time each partner may request its dissolution
by sending at least six months prior notice in writing to all remaining partners, unless the articles of
partnership provide otherwise.
(1) The district court may dissolve a partnership upon an action brought by a partner when another partner
has deliberately or in gross negligence omitted to perform an obligation of its under the articles of partnership
or the performance of the obligation has become impossible. This rule shall also apply whenever a partner
acts against the interests of the partnership.
(2) Upon an action brought by a partner the court may, instead of dissolving the partnership, dismiss the
partner which is at fault.
(1) The creditor of a partner which in the course of six months cannot be satisfied by forcible execution upon
the debtor's personal property may attach that partner's liquidation share and request the dissolution of the
partnership upon a notice in writing pursuant to the procedure set forth in Art. 94.
(2) A partnership shall not be dissolved in case the partnership or the remaining partners repay the debt
following the attachment pursuant to the preceding paragraph. In this case only the participation of the debtor
partner shall be terminated, unless the partners decide otherwise.
(1) The partners may provide in the articles that the partnership shall continue to exist in the case of
termination of the participation of a partner. In this case the remaining partners shall buy out the share of the
partner which has terminated its participation, and in the case of a partner's death, those of its heirs who wish
shall be admitted as partners. The heirs shall state their intent to be admitted as partners not later than three
months from the date of the opening of the succession.
(2) In case the heirs do not wish to be admitted as partners, as well as in case of termination of the
participation of a partner, the partnership shall pay the value of the share in the partnership's assets of the
decedent or the partner which has terminated its membership, and their share in the annual profits for the
period up to the death or termination of the participation.
(1) The right of action against a partner for obligations of the partnership shall expire by limitation after five
years, except where the right of action against the partnership is subject to a shorter limitation.
(2) (suppl., SG 58/03) The limitation period shall run from the date on which the dissolution of the
partnership, its transformation or the termination of the participation of the partner is registered in the
(3) An interruption of the limitation with respect to the dissolved partnership shall also apply to those
partners which were partners at the time of the dissolution.
Chapter twelve. LIMITED PARTNERSHIP
Section I. General Provisions Definition
(1) A limited partnership shall be formed with articles of partnership between two or more persons for
carrying out commercial activities under a common trade name, whereby for the partnership's obligations one
or more of the partners shall be liable jointly and severally and their liability shall be unlimited, and the
remaining partners' liability shall not exceed the amount of the agreed upon contribution.
(2) (Revoked, previous para 3 - SG, No 103 1993) The provisions for the general partnership shall apply
mutatis mutandis to the limited partnership, to the extent this chapter does not provide otherwise.
The articles of partnership shall be drawn up in writing with notarized signatures of the partners.
(1) The company's trade name shall contain the extension "komanditno druzhestvo" [limited partnership] or
the abbreviation "KD" and the name of at least one of the general partners.
(2) The names of limited partners shall not be incorporated in the trade name of a limited partnership, but in
case this has occurred those partners shall be deemed to bear unlimited liability vis-?-vis the creditors of the
A limited partnership's articles shall state:
1. the trade name of the partnership;
2. the seat and the registered office;
3. the purposes for which the partnership is set up;
4. the names or, respectively, the trade names and the addresses of the partners and the extent of their
5. (revoked, SG 84/00);
6. the type and amount of the partners' contributions;
7. the manner of distribution of profits and losses among the partners;
8. the manner of management and representation of the partnership.
A limited partnership shall be registered with the commercial register of its seat by the general partners,
which shall file the articles of partnership and specimen signatures.
Section II. Partners' Legal Relationships
The partners' legal relationships, to the extent the articles of partnership contain no provision to the contrary,
shall be governed by this Section.
A limited partnership shall be managed and represented by the general partners. A limited partner has no
right to manage the partnership and block resolutions of the general partners.
Should a limited partner effect transactions in the name and on behalf of the partnership without being the
partnership's manager or agent it shall be personally liable, except when the partnership ratifies the
The rule of Art. 83 shall apply to a general partner.
Art. 108 (amend., - SG 66/05)
A limited partner may inspect the partnership's books and request a transcript of its annual financial report. In
case of refusal the district court shall, on the motion of such partner, order that these be placed at the disposal
of the partner.
(1) Where a limited partner has not paid in full the stipulated contribution, such contribution shall be
deducted from its share of the profits.
(2) A limited partner shall participate in losses up to the amount of the stipulated contribution. It shall not be
bound to pay back any profits it has received to offset subsequent losses.
Where at the end of a calendar year it is established that a partnership has shown losses which affect the
contributions made, no profits shall be distributed before the contributions have been restored to their
Section III. Partners' Legal Relationships With Third Parties
A limited partner shall be liable towards the partnership's creditors to the extent of its stipulated contribution,
even when it has not been paid in full.
A limited partner shall bear unlimited liability with respect to transactions entered into by it in the name of
the partnership prior to its formation, or after such formation whenever the creditor did not know that it was
contracting with a limited partner.
Chapter thirteen. LIMITED LIABILITY COMPANY
Section I. General Provisions Definition
A limited liability company may be formed by one or more persons which shall be liable for the company's
obligations with their contributions to the company's registered capital.
(1) (New - SG, No 103 1993) The articles of incorporation shall be executed in writing.
(2) (Previous sole para - SG, No 103 1993) A partner may be represented by an agent holding a special
power of attorney with notarized signature.
(3) (New SG, No 103 1993) When the limited liability company is formed by one person, a constitutive deed
shall be drawn up instead of articles of incorporation.
The articles of incorporation shall state:
(Amend., SG, No 124 of 1997)
1. the trade name, the seat and address of management of the company;
2. the purposes and the time period for which the company is being set up;
3. the names or, respectively, the trade names of the partners;
4. (suppl. SG 84/00) the registered capital. Where the full amount has not been paid at incorporation, the
articles shall set the time periods and terms for payment. The term of final instalment of the whole size of the
capital cannot be longer than two years from the registration of the company, respectively from the increase
of the capital.;
5. the interests of the partners;
6. the management and manner of representation;
7. the privileges of the partners, where agreed upon;
8. other rights and obligations of the partners.
(1) The trade name of a company shall contain the extension "druzhestvo s ogranichena otgovornost" [limited
liability company] or the abbreviation "OOD".
(2) Should all the capital be owned by one person, the trade name shall contain the extension "ednolichno
OOD" [single person limited liability company]
(1) (Amend., SG, No 100 of 1997) The registered capital of a limited liability company shall be not less than
5 000 levs. It shall consist of the interests of the company's partners, and no interest shall be smaller than 10
(2)(amend., SG 66/05) The sum total of all interests shall be equal to the registered capital, and the value of
each interest shall be a multiple of 10.
(3) The interests of the individual partners may be of unequal value.
(4) An interest may be held jointly by several persons.
(1) The founders shall be liable jointly and severally before the company for damages caused in the course of
its formation, if they have not acted with due care.
(2) The founders shall not be entitled to remuneration for the formation of the company from the registered
(1) For registration of a company in the commercial register it shall be necessary:
1. to file the articles of incorporation;
2. to have an appointed manager or managers;
3. (amend., SG 84/00) each partner to have paid at least one third of its interest, but not less than10 levs;
4. at least 70 per cent of the registered capital to have been paid.
(2) The data under items 1, 2, 3, 4 (only the amount of the registered capital) and 6 of Art. 115 shall be
registered in the register and published.
(3) (New - SG 114/99, amend. SG 39/05) For entering in the commercial register the implementation of
activity as investment broker as well as other activities for which certain law provides accomplishment with a
permission of a state body, shall be presented the corresponding license or permission.
(4) (new, SG 84/00) For amendment and supplement of the company contract a copy of it shall be presented
at the commercial register, which shall contain all amendments and supplements, certified by the body
representing the company.
Section II. Partners' Rights and Obligations
(1) Each partner shall pay up or contribute its interest as provided in the articles of incorporation.
(2) (revoked - SG 84/00)
(1) The failure to pay up or contribute an interest shall constitute grounds for the expulsion of a partner from
the company. A partner which has failed to pay up or contribute its interest within a specified period shall
owe interest at a rate determined by operation of law, and compensation for damages in excess of such
(2) Where the interest cannot be paid up or contributed by the partner owing such payment or contribution,
and cannot be sold to a third party, the remaining partners must pay up the balance in proportion to their
interests or reduce the company's registered capital in accordance with established procedures.
A new partner shall be admitted by the general meeting upon an application in writing, in which it shall state
that it accepts the terms of the articles of incorporation. The resolution to admit the partner shall be registered
in the commercial register.
Each partner shall be entitled to take part in the management of the company, in the distribution of profits, to
be informed of the company's affairs, to review the company's books and to liquidation proceeds.
The partners must pay up or contribute their interests, take part in the management of the company, provide
assistance for the carrying out of its activities, as well as carry out the resolutions of the general meeting.
(1) The participation of a partner shall be terminated upon:
1. death or disability;
3. dissolution and liquidation, in the case of a legal person;
(2) A partner may terminate its participation in a company with a notice in writing made at least 3 months
prior to the termination.
(3) Accounts shall be settled on the basis of the balance sheet for the last day of the month of termination of
(1) (amend., SG 58/03) A partner who has not paid up or deposited his share within a period additionally
determined by the general meeting, which may not be shorter than one month. The period shall be
determined by a majority of more than half of the capital. The manager shall inform in writing the partner
about the additional period and shall notify him about the expelling.
(2) In the case of paragraph 1 the partner shall lose its title to any contributions made.
(3) A partner may be expelled by the general meeting following a notice in writing where it:
1. fails to perform its obligations for providing assistance for the carrying out of the activities of the
2. fails to abide by resolutions of the general meeting;
3. acts against the interests of the company.
4. (new, SG 84/00; amend., SG 58/03) for failure to pay up an additional monetary instalment, if the partner
has not exercised his right to leave according to art. 134, para 2.
Each partner shall have a company interest in the company's assets the amount of which shall be determined
in proportion to its interest in the registered capital, unless otherwise agreed.
The certificates issued to the partners for evidencing their participation in the company shall not be
(1) An interest in a limited liability company may be transferred and inherited. The transfer of an interest
from one partner to another shall be unrestricted, and the transfer to third parties shall be subject to the
provisions for admitting new partners.
(2) An interest in a limited liability company shall be transferred with notarized signatures and shall be
registered in the commercial register.
The transferee shall be liable jointly and severally with the transferor for any payments to the registered
capital due at the date of transfer.
The partition of an interest shall be admissible only with the consent of the partners, unless otherwise agreed.
Where one interest belongs to several persons they may exercise their rights over it only jointly. They shall
be liable jointly and severally for any obligations arising from such interest. The joint owners of the interest
shall designate a person to represent them before the company.
(1) The partners cannot claim their interests as long as the company exists. They are only entitled to part of
the profits in proportion to their interests, unless otherwise agreed.
(2) No interest on the partner's profits may be agreed upon.
(1) For covering losses and in case of temporary shortage of cash the partners may be required, by a general
meeting resolution, to make additional monetary contributions within a fixed period. The additional
contributions shall be in proportion to the respective interests in the capital, unless otherwise determined.
(2) (amend., SG 58/03) A partner who has not voted for the decision under para 1 shall have the right to
terminate his participation in the company according to art. 125, para 2 and 3. This right may be exercised
within one month from the meeting - for the partners who have not attended or have been regularly invited,
or from the notification - for all other partners.
(3) (suppl., SG 58/03) The additional contributions shall not affect the company's registered capital. It may
be agreed that the company shall pay interest on them. Article 73c shall not apply for reimbursement of
additional monetary instalments.
Section III. Management
(1) The company's organs shall be:
1. the general meeting;
2. the manager (managers).
(2) The manager does not necessarily have to be a partner.
(1) The general meeting of partners shall consist of the partners.
(2) The company's mana