Buying a ready-made company in Bulgaria: two routes
The Commerce Act (Търговски закон) gives two routes to taking over a ready-made Bulgarian company: buying a member's share (дружествен дял) or taking over an enterprise (предприятие) as a whole. In both the contract is made before a notary and entered in the commercial register (търговски регистър); liability for debts differs by route.
Companies and taxes · Last reviewed: 2026-10-08
This is not legal or financial advice
Route 1: transfer of a company share
Under art. 129 para. 1 of the Commerce Act a company share may be transferred and inherited. It moves freely from one member to another; to third parties it moves subject to the rules for admitting a new member and only if there are no unpaid due wages, compensation or mandatory insurance contributions, including for employees whose employment ended up to three years before the transfer.
- The transfer is made by a contract with the notary certifying signatures and content simultaneously (art. 129 para. 2).
- It is entered in the commercial register after a check by the Registry Agency (Агенция по вписванията) official, done electronically with the National Revenue Agency (НАП), showing that the company and the transferor have no enforceable public debts for mandatory insurance contributions.
- The company's manager and the transferor submit a declaration on the prescribed form that there are no other due unpaid obligations under para. 1.
- The acquirer is jointly liable with the transferor for the contributions to the capital due at the time of transfer (art. 130).
Route 2: transfer of an enterprise
- An enterprise, as the whole of rights, obligations and factual relations, can be transferred by a written transaction with the notary certifying signatures and content simultaneously; the transferor must notify creditors and debtors (art. 15 para. 1).
- If the whole enterprise is transferred to a commercial company, a decision under art. 262p is needed (art. 15 para. 2).
- Unless there is another agreement with creditors, the transferor is jointly liable with the acquirer up to the value of the rights received (art. 15 para. 3).
- An enterprise with employees may be transferred once the transferor has met the obligations such as wages and insurance contributions; if the parties expressly agree, the acquirer may meet them (art. 15 paras 4–5).
- The transfer is entered in the commercial register simultaneously in the files of transferor and acquirer, with the NRA check above (art. 16).
Important: the 2027 change
The text on lex.bg refers to the amendment in ДВ бр. 69/2026, in force from 02.04.2027, for art. 129 para. 2 and art. 16 para. 2. Confirm with a notary or lawyer which wording applies on the date of your transfer.
This page is neither legal nor tax advice
Frequently asked questions
Will I be liable for the company's old debts?
On a share transfer the acquirer is jointly liable with the transferor for contributions to capital due at the time of transfer (art. 130). On an enterprise transfer, unless creditors agree otherwise, the transferor is jointly liable with the acquirer up to the rights received (art. 15 para. 3). Ask a lawyer about your case.
Can I sign the contract without a notary?
No. Both the share transfer (art. 129 para. 2) and the enterprise transfer (art. 15 para. 1) require the notary to certify signatures and content simultaneously.
Sources
The information on this page is based on the official sources listed below. Legislation changes — open the links and verify the current position.
- Търговски закон — чл. 15, 16, 129 и 130 (lex.bg, 8 Ekim 2026'da okunan birleştirilmiş metin) — https://lex.bg/laws/ldoc/-14917630 · 2026-10-08
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