Registering a company takes days. Living with its documents takes years. Most of the corporate disputes we see trace back to articles of association that were copied from a template and never read again — until two partners stopped agreeing.
We work with owners, boards and investors on the questions that arise once a company is up and running: how decisions are taken, how shares change hands, how a group is reorganised and how a purchase or sale is protected. If you are still at the set-up stage, start with company formation.
Areas of work
Governance and internal rules
We draft and review articles of association, shareholder and partnership agreements, board rules and management contracts. We advise majority and minority owners on their rights, and check that decisions comply with the Commerce Act and any sector-specific legislation.
Acquisitions and disposals
For buyers we run legal due diligence and turn the findings into price adjustments, warranties and conditions. For sellers we prepare the company so that diligence goes smoothly. We structure the deal, draft the share or asset purchase documents and negotiate them through to closing and registration.
Restructuring
Mergers, absorptions, divisions and spin-offs, contributions of shares or assets into a new holding, and the simplification of group structures — planned together with the tax consequences.
Disputes between owners
Deadlocks, exclusion or withdrawal of a partner, challenges to general meeting resolutions and claims against managers. We look first for a negotiated exit, and litigate when that is the better route.
What a due diligence review covers
- Corporate documents and the chain of ownership back to the ultimate owners
- Material contracts, change-of-control clauses and existing liabilities
- Pending litigation, enforcement proceedings and insolvency risk
- Permits, licences and regulatory compliance
- Tax position and exposure from past periods
- Real estate, intellectual property and other key assets
The scope is set together with you, depending on the size of the deal and where the risk is likely to sit.
Questions clients ask
Does an OOD need a shareholders’ agreement if the articles already exist?
Often, yes. The articles are filed in a public register, so owners frequently keep commercially sensitive points — vesting, drag-along and tag-along rights, deadlock procedures, non-compete undertakings — in a separate private agreement. We make sure the two documents do not contradict each other.
How is a share in a Bulgarian OOD transferred to a new owner?
The transfer agreement must be signed with the signatures and its content certified by a notary at the same time, and it must be registered with the Commercial Register. Unless the buyer is already a partner, the general meeting must first admit them by a majority of more than three-quarters of the capital.
Can a company limit what its manager is allowed to sign?
Internally, yes — but limits on amount or type of transaction cannot be relied on against third parties. A contract signed in breach is still binding on the company; the remedy is the manager’s internal liability. Only the manner of representation (for example, joint signature by two managers) can be registered and enforced externally.
Can the general meeting decide in writing instead of meeting in person?
Some resolutions — admission or exclusion of partners, capital increases and reductions, electing the manager, acquiring or disposing of real estate — require minutes with signatures and content notarised at the same time by default. The articles can replace this with ordinary written form, which is a significant relief when owners live abroad.
