In general, a share in a limited company is a synonym of a membership in it. The shares of all partners form the capital of the entity. So, if you want to have a new partner in the company or you just need to sell it, what you need is to sell shares. According to the Bulgarian Commercial law, the capital in a limited company can’t be less than 2 BGN and a share must be at least 1 BGN.
The transfer of shares always happens with a notary attested contract. Of course it is only one of the documents that you need in order to sell or buy shares in a company and file the documents in the Registry Agency.
Our team has transferred hundreds of different types of companies.
Transfer of shares according to the Commercial Law
The transfer of the company shares is regulated in Art. 129 of the Commercial Law. From a legal point of view, it should be noted that the real object of the transaction is not the company share itself, but actually the membership in the company.
This is because, in addition to rights, all the obligations of the transferor, including non-property ones, are transferred to the assignee.
Therefore, it cannot be said that the share is an independent subject of transfer or inheritance, which implies that in the broad sense we are talking about transfer of membership.
In OOD (a limited company with two or more shareholders), the sale of company shares is made depending on two factors – whether the shares are transferred within the company, between the partners, or a new partner is entering the company.
When we have the first option where the shares are transferred between partners, the transaction is carried out “freely”, ie. there is no need for a resolution of the General Assembly.
The other way around is when it comes to selling shares to a third party. The procedure for adopting a new partner, which applies in these cases, requires an explicit decision by the general meeting.
In addition, a request from the new partner for his/her acceptance into the company is required, as well as a request from the leaving partner to be released.
Upon incorporation of EOOD (a sole shareholder limited company), the company shares are wholly owned by the sole owner of the capital – a person or legal an entity.
At EOOD, the transfer of shares is made by decision of the sole owner.