The article is aiming to clarify the main points of the procedure for inheritance of company shares under the Bulgarian Commercial law.

In case of death of one of the shareholders in a Bulgarian limited liability company ( LLC) his or her shares are no transferring automatically to the heirs, but a special procedure needs to be observed.  If the heirs decide to enter into the grantor’s shares they must submit in the Bulgarian Commercial Registry a special application together with a package of documents. On first place, the heirs should prove their capacity as heirs of the same grantor. For that purpose they should present to the Commercial Registry Agency a special document named in the Bulgarian law as “certificate for heirs”. In Bulgaria it is issued from the local municipality where the grantor has had his ( her) permanent address. As the legislation of every country has  different requirements about the issuance of the above document there are lots of problems which occurs in case when the grantor is a foreign person who has left,  on one hand, heirs who are not Bulgarian citizens, and on the other hand,  he ( she)  has left properties in Bulgaria. The mixture between the different legislations is the main reason for the problems related with registration of the heirs  as shareholders of the LLC

Of course, if the heirs does not agree to enter into the shares of the grantor  ( for example if the company has debts or if they consider as more appropriate to take money once instead of having the shares) they could start negotiations with the other shareholders and to sell them their shares through a separate Contract for transfer of the shares. The above circumstances must be also registered into the Land register.

The procedure before the Bulgarian Commercial Registry Agency is related only when the grantor has shares into the Bulgarian company. If the grantor has properties acquired by him or her as a physical person then the heirs must be registered in the local Municipality where the property is located though a formal procedure. The main document which is observing by the Municipality is again the above mentioned “Certificate for heirs” which must have all legal requirements in order to be accepted

Prepared by “Valova and Angelova” law firm