The resignation of a manager of an EOOD and OOD is regulated by law in order to protect the manager against the company’s potential refusal to release him and to take action for his removal from the Commercial Register. The law enables the manager himself to request his own removal, provided that he has notified the company and the latter has not taken action to enter a new manager within the statutory time limit.

Written notice of a manager’s resignation

The manager has the right to submit written notice of resignation, and this may take place at any time. The law does not provide for a specific period for its submission prior to the date of resignation, unless the company and the manager have agreed such a period in the management and control contract.

The notice must clearly express the manager’s will to terminate his functions and to be removed from the Commercial Register, without it being necessary to state specific reasons for the resignation. This document must be addressed to the company and, if there is another manager, must be served on him. In the event that the manager is the only person in the management, the notice must be sent to the partners or to the sole owner of the capital.

Service of the notice must be confirmed in order to avoid disputes as to the date of its receipt. For this purpose, notarial service is frequently used, which ensures the existence of evidence as to when and by whom the notice was received.

In cases where the manager is the same person as the sole owner of the capital in an EOOD, the question of resignation is treated differently by the courts. Some judicial panels maintain that the manager cannot submit notice of resignation in such a case. Nevertheless, the Commerce Act makes no exceptions in respect of managers of an EOOD.

Removal of the manager from the Commercial Register

Upon receipt of the notice, the company is obliged, within one month, to file an application for entry of the manager’s release in the Commercial Register. This is carried out by the other manager (if there is one), and no decision of the General Meeting of the partners or of the sole owner of the capital is required.

If there is no other manager, the company must appoint a new person to this position, for which purpose a general meeting of the partners is convened or the sole owner takes a decision. The new manager must file with the Commercial Register a notarised specimen of his signature, as well as declarations under Article 141(8) and Article 142 of the Commerce Act.

If the company does not take action within the specified period, the manager may himself file an application for removal. This occurs regardless of whether a new manager has been appointed, and the resignation is entered in the Commercial Register even if the company temporarily remains without a manager.

Documents for the removal of a manager from the Commercial Register

In order for the resignation of a manager to be entered in the Commercial Register, the manager must file the following documents:

  • Application (form А4)
  • Written notice of resignation
  • Evidence that the notice was received by the company
  • A declaration under Article 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act (the Register Act)
  • A declaration under Article 13(5) of the Register Act, if the documents are filed by an authorised representative
  • A payment order for the State fee paid
  • A power of attorney, if the documents are filed by an authorised representative.

The fee for the removal of the manager from the Commercial Register is BGN 30 where filed on paper and BGN 15 where filed by electronic means.

Consequences of the absence of an entered manager

If the company remains without an entered manager for more than three months, the court may decide to dissolve the company and place it in liquidation.

In the event that you require assistance or advice in connection with the resignation of a manager of an EOOD or OOD, contact us by telephone: 0887550706 or by e-mail: [email protected]