Transfer of Company Shares in an OOD (LLC) in Bulgaria — Procedure & Taxes (2026)

What you will learn in this article

• The difference between transfers among existing partners and transfers to third parties
• Step-by-step procedure in six steps
• Full list of required documents
• Tax treatment for individual and corporate sellers
• Notary and state fees in EUR
• Special cases: inheritance, seizure, and matrimonial property

Transfers between partners vs transfers to third parties

The Commercial Act draws an important distinction between two types of share transfers: transfers between existing partners and transfers to persons who are not partners in the company.

Transfers between existing partners

Under Art. 129, para. 1 of the Commercial Act, transferring a company interest from one partner to another is free. No General Assembly resolution is required, unless the articles of association provide otherwise.

This means that if one partner in a three-partner OOD wishes to sell their interests to another partner, the only necessary steps are concluding a notarized transfer agreement and filing for registration with the Commercial Register.

Even in a transfer between partners, full notarization (of both signatures and content) of the agreement is required.

Transfers to third parties

Under Art. 129, para. 1 of the Commercial Act, transferring a company interest to a third party requires:

1. A General Assembly resolution, adopted with a majority of more than 3/4 of the capital (Art. 137, para. 1, item 2 of the Commercial Act).
2. Compliance with the conditions for admitting a new partner.
3. A transfer agreement with notarization of both signatures and content.
4. Declarations under Art. 129, para. 2 of the Commercial Act.

The 3/4 majority is calculated from the entire capital, not just the capital represented at the meeting. If the articles of association prescribe a higher majority, that majority applies.

Why the law distinguishes between the two scenarios

The rationale is that an OOD is an intuitu personae company. The partners chose to work together and have the right to decide whom they admit to the company. Transfers to third parties therefore require a qualified majority. Among existing partners, no additional approval is needed because they are already part of the company.

Step-by-step procedure

Step 1: Preliminary preparation

Before proceeding with the transfer, establish the following:

• Review the articles of association. They may contain restrictions on transfers (e.g., a right of first refusal for other partners, a higher majority requirement, a transfer prohibition for a specified period).
• Outstanding liabilities. Under Art. 129, para. 2 of the Commercial Act, declarations concerning the company's employment obligations must be filed with the transfer.
• Tax assessment. Determine the sale price and the tax consequences.
• Interests with unpaid contributions. If the seller has not paid the full amount of their subscribed interests, this may be an obstacle.

Step 2: General Assembly resolution

If the transfer is to a third party, convene a General Assembly. The invitation must be sent at least 7 days before the meeting date (or a different period if specified in the articles of association).

The resolution typically covers:

• Consent for the transfer of interests from [seller] to [buyer].
• Admission of [buyer] as a new partner (if the buyer is a third party).
• Release of [seller] as a partner (if they are selling all their interests).
• Amendment of the articles of association.
• Election of a new manager (if the seller was the manager and is leaving the company).

The General Assembly protocol is subject to notarization of signatures under Art. 137, para. 4 of the Commercial Act, unless the articles of association provide for ordinary written form.

Step 3: Conclude the transfer agreement

The share transfer agreement must be executed in writing with notarization of both signatures and content (Art. 129, para. 2 of the Commercial Act).

Without notarization, the agreement is null and void and produces no legal effect.

The agreement should include:

• Full details of the seller and buyer.
• Description of the interests being transferred (number, par value).
• Sale price and payment method.
• Seller's declaration that the interests are free from encumbrances.
• The moment at which ownership passes.

Step 4: File declarations

Under Art. 129, para. 2 of the Commercial Act, the following declarations must be submitted:

Declaration by the manager (or both managers, if there are more than one) confirming the absence of:

• Unpaid wages for employees.
• Outstanding compensation amounts.
• Outstanding mandatory social security contributions.

These declarations cover employees whose employment relationships were terminated up to three years before the date of the transfer.

Declaration by the seller regarding the same matters.

The declarations follow a standard form and are signed before the notary.

Step 5: Register with the Commercial Register

The registration application is filed by the company manager (or by a lawyer holding an express power of attorney). The following documents are attached:

1. Application form A4.
2. General Assembly resolution (with notarization, if applicable).
3. Share transfer agreement (with notarization).
4. Declarations under Art. 129, para. 2 of the Commercial Act.
5. Updated articles of association / founding act.
6. Declaration under Art. 13, para. 4 of the Commercial Register Act.
7. Declaration of truthfulness.
8. Proof of paid state fee.
9. Consent and specimen signature of a new manager (if a new manager is being appointed).

The electronic filing fee is EUR 20.46. The paper filing fee is EUR 40.92.

Step 6: Notify the NRA and other institutions

After registration:

• The company notifies the National Revenue Agency (NRA) of the change in ownership (if applicable).
• If the new partner is a foreign entity, a notification to the Bulgarian National Bank (BNB) may be required for statistical purposes.
• If the company is an obligated entity under the AML Act, the change in beneficial owners must be reflected in the Register of Beneficial Owners.

Required documents

For your convenience, here is the full list:

Prepared by the parties

• Share transfer agreement (with notarization of signatures and content).
• General Assembly protocol / Sole Owner resolution (with notarization, if applicable).
• Declarations under Art. 129, para. 2 of the Commercial Act (from the manager and the seller).
• Updated articles of association / founding act.

For the Commercial Register

• Application form A4.
• Declaration under Art. 13, para. 4 of the Commercial Register Act.
• Declaration of truthfulness (Art. 13, para. 5 of the Commercial Register Act).
• Proof of paid fee.
• Power of attorney (if the application is filed by a lawyer).
• Consent and specimen signature of a new manager (if the manager is changing).

Additional (where applicable)

• Certificate of good standing for a foreign legal entity buyer/seller.
• Certified translation of foreign documents.
• Certificate of heirs (for inherited interests).

Tax treatment

Individual sellers

Under Art. 33, para. 3 of the Personal Income Tax Act (ZDDFL), the income from a share transfer is the difference between:

• The sale price (the price stated in the transfer agreement).
• The acquisition cost (the documented price at which the seller acquired the interests).

If the interests were acquired when the company was formed, the acquisition cost is the amount of the subscribed and paid-up interests. If acquired through purchase, it is the purchase price.

Tax rate: 10 % (final tax under Art. 33 of the Personal Income Tax Act).

Example. An individual sells interests subscribed at incorporation for EUR 500, at a sale price of EUR 15,000. Taxable base: 15,000 - 500 = EUR 14,500. Tax: 14,500 x 10 % = EUR 1,450.

Filing. The income is declared in the annual tax return under Art. 50 of the Personal Income Tax Act for the year of the transfer.

Advance tax. No advance tax is due on income from share transfers. The tax is payable by 30 April of the following year.

Corporate sellers

When the seller is a legal entity, the gain from the sale of interests is included in the entity's overall financial result and taxed under the Corporate Income Tax Act (ZKPO) at 10 %.

Exemption under Art. 13 of the CITA. Under certain conditions, income from the disposal of interests may be exempt from taxation. The conditions are cumulative:

1. The legal entity held more than 10 % of the capital of the company whose interests are being sold.
2. The holding was continuous for more than 24 months.
3. The company whose interests are being sold is resident in an EU or EEA member state.

If all conditions are met, the gain is excluded from the taxable base.

Buyer

The buyer owes no tax on the acquisition of company interests. No property acquisition tax under the Local Taxes and Fees Act (ZMDT) is due either, since company interests are not "property" within the meaning of that Act.

Specific tax issues

Transfer pricing. If the transaction is between related parties (e.g., relatives or companies under common control), the NRA may challenge the sale price and apply the market price for tax purposes.

Transfer at zero or nominal price. If the interests are transferred free of charge or at a nominal price, the NRA may impute a market price for tax purposes. For individuals, a gift of interests may trigger ZMDT obligations depending on the family relationship.

Notary and state fees

Fee	Amount
Notarization of signatures (per signature)	EUR 3.07
Notarization of content (per page)	EUR 5.11
Notarization of General Assembly protocol (signature)	EUR 3.07 per signature
State fee for registration (electronic filing)	EUR 20.46
State fee for registration (paper filing)	EUR 40.92
Publication fee in the Commercial Register (if applicable)	included in the above
Legal fees (minimum, indicative)	EUR 150 to EUR 500

The notary fee depends on the certified material interest. For higher-value transactions, the fee may be higher according to the Notary Fees Tariff (Table to Art. 93 of the Notaries and Notarial Activity Act).

Note: No municipal property acquisition tax under the ZMDT is due on a transfer of interests in a capital company (OOD), even if the company owns real estate.

Special cases

Inheritance of company interests

Upon the death of a partner, their interests pass to their heirs by law or by will. Key points:

• Heirs do not automatically become partners. They acquire the value of the interests, but to become partners, a General Assembly resolution under Art. 137 of the Commercial Act is required.
• The articles of association may provide for different rules (e.g., automatic admission of heirs or dissolution of the company upon a partner's death).
• If the heirs are not admitted as partners, the company owes them the value of the interests as determined by the balance sheet at the end of the month in which the death occurred.
• Inheritance of interests is exempt from inheritance tax under the ZMDT when the heir is a surviving spouse, a descendant, or an ascendant of the first degree.

Seizure of company interests

A creditor of a partner may seize the partner's interests through a bailiff. The seizure is registered in the Commercial Register.

When a seizure is in place:

• The partner cannot transfer their interests.
• The creditor may request a sale of the interests through public auction.
• The seizure does not terminate the partner's membership in the company but restricts their right to dispose of the interests.

Matrimonial property (spousal co-ownership)

Company interests acquired during marriage may fall under the spousal co-ownership regime (SIO) under Art. 21 of the Family Code. Case law on this point is not entirely uniform.

The prevailing interpretation holds that the membership right (the right to participate in management) is personal and does not fall within the SIO, but the economic value of the interests may be subject to the SIO.

Practical implications:

• Upon divorce, the economic value of the interests is subject to division.
• When transferring interests, it is advisable to obtain the consent of the spouse to avoid future disputes.
• If the interests were acquired before the marriage, or through inheritance or gift, they are not subject to the SIO.

Transfer of interests acquired through in-kind contributions

If the partner acquired the interests through an in-kind (non-cash) contribution, the tax base for the transfer is the valuation of the in-kind contribution as registered in the Commercial Register. This is relevant when determining the acquisition cost for personal income tax purposes.

Transfer of all interests and termination of membership

When a partner sells all their interests, they lose their status as a partner. If the seller was also the manager, the following steps are necessary:

• The General Assembly must release them as manager.
• A new manager must be elected.
• The change must be registered in the Commercial Register simultaneously with the share transfer.

Frequently asked questions

Conclusion

Transferring company interests in a Bulgarian OOD is a common corporate transaction, but it requires careful attention to several details: the notarization requirement, the General Assembly resolution, employment-related declarations, and tax implications. An error in any of these elements can result in a refusal to register or tax penalties.

If you are planning a share transfer, the team at Innovires Legal can prepare all the documents, arrange the notarization, and file the application with the Commercial Register on your behalf. Contact us for a consultation.

This article is prepared for informational purposes only and does not constitute legal advice. For a specific legal question related to your situation, please consult a qualified lawyer. The information is current as of the publication date (25 March 2026) and may be affected by subsequent legislative changes.