A company can be incorporated correctly and still face immediate difficulties if its managing director is appointed carelessly. For overseas owners, knowing how to appoint a Bulgarian director means more than signing a resolution: the appointment must be accepted, properly documented and recorded with the Bulgarian Commercial Register.
In Bulgaria, the person commonly called a director of a limited company is the manager, or upravitel. This person represents the company before customers, suppliers, banks, authorities and courts. The role carries real authority and personal responsibilities. It should therefore be treated as a controlled legal appointment, not an administrative formality.
First, identify the company form and the role required
For an EOOD, a single-member limited liability company, the sole owner takes the decision to appoint or remove a manager. For an OOD, a limited liability company with two or more shareholders, the appointment is normally made by the general meeting of shareholders under the company’s articles of association and the applicable voting rules.
A Bulgarian AD, or joint-stock company, has a different governance structure. Depending on whether it uses a one-tier or two-tier management system, the relevant office may be an executive director, member of a management board or member of a board of directors. The procedure discussed here is primarily relevant to the manager of an EOOD or OOD.
Before preparing documents, establish whether the company needs one manager acting alone, two managers acting jointly, or managers who may act separately. This point matters commercially. A sole manager provides speed, while joint representation can provide useful protection where investors want oversight of payments, contracts or asset disposals. Joint representation can also slow daily operations if both signatures are required for routine banking and customer arrangements.
How to appoint a Bulgarian director: the legal steps
The appointment begins with a valid corporate decision. The sole owner of an EOOD issues a written decision. In an OOD, the shareholders hold a general meeting or adopt a written resolution where this is permitted and properly evidenced. The decision should clearly identify the incoming manager, state the date of appointment and confirm the intended representation method.
The manager must then provide written consent to act. Their specimen signature is generally notarised for filing purposes. The incoming manager will also need to make the statutory declarations required for registration, including confirmation that no legal restriction prevents them from holding the role.
The company must submit the change to the Bulgarian Commercial Register maintained by the Registry Agency. For a limited liability company, this is ordinarily made through the relevant alteration application and supporting documents. The register entry is not a detail to postpone. Third parties rely on the public register, and banks, counterparties and public authorities will usually require the current manager to appear there before they act on instructions or accept changes to mandates.
A practical sequence is as follows: pass the owner or shareholder resolution, obtain the manager’s consent and notarised specimen signature, prepare declarations and supporting corporate documents, then file the application without delay. Once registration has been completed, update the bank, accountant, payment providers, contractual counterparties and any public registrations that rely on authorised representatives.
Documents overseas owners usually need
The exact document set depends on the company, its articles and whether the appointment is made at incorporation or after the business has begun trading. In most straightforward cases, the central documents are the shareholder or sole-owner decision, the manager’s acceptance and specimen signature, statutory declarations, and the Commercial Register application.
Where a foreign shareholder appoints the manager remotely, additional formalities often arise. A corporate shareholder may need to provide an up-to-date extract proving its existence and representation. A power of attorney may be needed if the owner is not signing personally. Documents issued outside Bulgaria may require an apostille or consular legalisation, depending on the issuing country, followed by a certified Bulgarian translation.
This is where remote appointments frequently become delayed. A document may be correctly signed under English law but still not be suitable for a Bulgarian registration filing because the authority of the signatory, notarial form, legalisation or translation is incomplete. Preparing the execution route before documents are signed avoids repeating the entire process.
The director does not need to be Bulgarian
There is no general requirement for the manager of a Bulgarian limited company to be a Bulgarian national or Bulgarian resident. A foreign individual can be appointed, including a UK national or an individual living outside Bulgaria. However, the company needs a workable practical arrangement for signing, banking, tax administration and official communications.
For a business with an overseas owner-manager, it may be appropriate to appoint a Bulgarian resident manager, either alongside the owner or with defined powers. This can make local administration easier, particularly where the company needs to deal regularly with banks, VAT matters, employees, customs procedures or property transactions. It is not automatically the right answer, however. Appointing a local person simply because they are available can create substantial risk if authority, reporting duties and financial controls have not been agreed in writing.
A nominee-style arrangement should never be approached casually. The registered manager has statutory duties and may face exposure where the company is mismanaged, improperly represented or allowed to trade while insolvent. Owners should appoint someone they know, define the scope of authority and retain clear visibility over bank access, accounting records and major contracts.
Management contract, employment and tax implications
Appointment as a manager and employment by the company are not the same thing. A manager may perform their function under a management and control agreement, an employment agreement in limited circumstances, or without remuneration where this is legally and commercially appropriate. The position must be considered with the company’s accountant because the chosen arrangement may affect social-security contributions, personal taxation and payroll reporting.
For a foreign manager, residence and tax position require separate consideration. Managing a Bulgarian company does not automatically make an individual Bulgarian tax resident, but the facts matter: where they live, where they work, how remuneration is paid and whether a double-tax treaty applies. If the manager is also the owner, the distinction between salary, management remuneration, dividends and reimbursed business expenses should be handled carefully from the outset.
The company should also assess whether the change affects VAT administration, EORI records, bank mandates, licences, regulated activities or beneficial ownership information. A change of manager does not normally change the ultimate beneficial owner, but the register and supporting compliance records must always reflect the actual structure.
Removal and appointment should be coordinated
If a current manager is being replaced, the owner or shareholders should deal with removal and appointment in the same corporate decision where possible. The resolution should state the date on which the outgoing manager is released from office and identify the incoming manager immediately. Leaving a company without a registered representative creates avoidable operational problems.
There is an important distinction between removing a manager from office and ending any separate management agreement with them. The corporate removal may be valid even if contractual issues, notice periods, remuneration or compensation remain unresolved. Conversely, terminating a contract does not by itself remove the manager from the Commercial Register. Both matters need to be addressed.
Access should be reviewed on the day of change. This includes online banking, payment approval rights, company seals where used, accounting platforms, qualified electronic signatures, customer systems and access to company post. A former manager with live access can create a practical risk even after their removal has been filed.
Avoid the common filing mistakes
The most common problems are inconsistent names or passport details, missing notarisation, an invalid shareholder resolution, foreign documents without the required legalisation, and failing to update the company articles where the representation method changes. Another frequent error is assuming that a person can act for the company merely because the owners have agreed the appointment privately.
A company should not rely on a new manager for material transactions until the register position is clear and the relevant bank or counterparty has accepted the updated authority. This is particularly relevant for property purchases, lending, high-value supply contracts and VAT-related filings.
For international clients, Bulgarian Law Firm can coordinate the corporate decision, the filing formalities, certified translations and ongoing company administration through its established Sofia and Burgas offices. Direct legal handling is particularly valuable where documents are signed abroad or the company needs continuing support after the appointment.
The right appointment gives a Bulgarian company someone who can act decisively, lawfully and visibly on its behalf. Treat the paperwork, authority limits and post-registration updates as one process, and the company will be ready to trade rather than left waiting for its own representative to be recognised.