Changing a company manager is one of the most common procedures in corporate law. It may result from a strategic decision, restructuring, a change in ownership, or simply the expiration of a mandate. Although the procedure may appear formal, it involves important details that can often lead to registration refusals or future disputes if they are not properly addressed.
Who makes the decision to change the manager?
The change of manager is carried out through a decision of the competent corporate body. In a limited liability company (LLC, sole-owner LLC, or partnership limited by shares), this is the general meeting of the shareholders or the sole owner of the capital. The decision must clearly state the release of the current manager and the appointment of the new one.
It is important that the decision is adopted in the correct form. In practice, mistakes are often made at this stage, which can later lead to a refusal by the Bulgarian Commercial Register.
What documents are required?
In addition to the decision for the change, several accompanying documents are required. The newly appointed manager must submit a written consent to accept the position, declarations confirming the absence of legal obstacles to holding the position, and a specimen signature. In certain cases, the company’s articles of association must also be updated.
Although these documents may seem standard, their content and wording are crucial. An inaccurate declaration or a missing required element may delay the procedure for weeks.
When does the change take effect?
The change of manager takes effect from the moment it is registered in the Commercial Register, not from the date of the decision. Until the registration is completed, the former manager formally continues to represent the company before third parties. This is particularly important in situations involving contract signing, banking operations, or relations with public institutions.
What happens to the liability of the former manager?
Release from office does not automatically mean release from liability. A manager remains responsible for actions taken during their mandate, including damages caused to the company or to third parties. In corporate practice, this is often an underestimated aspect of the procedure.
The competent body that appoints the manager also retains the right to decide whether the outgoing manager will be released from liability for future claims related to their mandate.
Are there deadlines that must be observed?
The law requires that the change be filed for registration within a 7-day period, which is the standard deadline for changes in a company’s structure. Delays may lead to sanctions as well as practical complications, for example, during inspections, banking procedures, or transactions that require an up-to-date company registration.
Why is it important to consult a lawyer or legal professional?
At first glance, the change of manager may seem like an administrative procedure, but in reality, it represents a legally significant corporate change. Consulting a lawyer or legal professional specialized in corporate law helps ensure that the decision is valid and lawful, the documents are properly prepared, the change will be registered without refusal, and the risks for the company and its managers are minimized.
If your company is planning a change of manager and you want the process to be clear and secure, the lawyers and legal professionals at G&P Law can assist you at every stage – from preparing the decision to completing the registration in the Commercial Register. Contact us.
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