The transformation of an EOOD into an EDPK is effected through a change of legal form, whereby the existing EOOD is struck off without undergoing liquidation, and at the same time a new sole-owner variable capital company (EDPK) is incorporated. The newly incorporated EDPK becomes the successor of the dissolved EOOD and assumes all of its rights and obligations in full.
In order for an EOOD to be transformed into an EDPK, it must meet the requirements laid down for the registration of a variable capital company:
it must have an average headcount of fewer than 50 persons
its annual turnover and/or the value of its assets must not exceed BGN 4,000,000.
These two conditions must be present at the same time. Detailed information on the specific features of the DPK can be found in the articles "The Variable Capital Company" and "DPK or OOD – Which Company Should We Choose?".
IMPORTANT!!! In the transformation of an EOOD into an EDPK by way of a change of legal form, NO transformation plan is drawn up.
The appointed inspector carries out only a review of the capital. The capital determined for the EDPK may not exceed the net value of the assets of the transforming EOOD.
From the moment the transformation is entered, the EOOD is deemed to be dissolved, without a liquidation procedure being carried out. The company is struck off the Commercial Register, and all of its rights, obligations and assets pass entirely to the newly incorporated EDPK on the terms of universal succession. Where the assets of the EOOD include a right in rem over real estate or over a movable item whose transactions require registration, the certificate of the recorded change of legal form must be submitted for entry in the relevant register. Permits, licences or concessions issued to the EOOD pass to the new EDPK, unless a law or the instrument granting them provides otherwise.
REQUIRED DOCUMENTS
The following documents are required in order to register the transformation of an EOOD into an EDPK in the Commercial Register:
Application, form В21
Supplementary application, form А19
Instrument of incorporation of the EDPK, including a copy thereof with personal data redacted
Declaration under Article 260а(2) of the Commerce Act
Declaration under Article 260а(3) of the Commerce Act
A notarised declaration under Article 260ц(4) of the Commerce Act
Notarised consent and a specimen signature of the manager of the EDPK, or of the person elected as executive director where the EDPK is managed by a management board
A declaration by the registered auditor – inspector of the transformation
A report of the inspector under Article 264н of the Commerce Act
Minutes containing the decisions of the sole owner of the capital to transform the EOOD into an EDPK, with the signature notarised
Minutes of the Management Board on the election of an executive director – if the EDPK is managed by a management board
A certificate under Article 77(1) of the Tax and Social Insurance Procedure Code
Declaration under Article 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act
Declaration under Article 13(5) of the Commercial Register and Register of Non-Profit Legal Entities Act, if the documents are filed by an authorised representative
Power of attorney, if the documents are filed by an authorised representative
Where the sole owner of the capital is a foreign company, a certificate of current status must also be submitted.
If a legal entity is appointed as manager or as a member of the management board, it must designate a representative – a natural person – through whom it will perform its functions.
FILING THE DOCUMENTS WITH THE COMMERCIAL REGISTER
The documents for the transformation of an EOOD into an EDPK may be filed on paper at any office of the Registry Agency.
Alternatively, they may also be filed electronically, in which case a 50% reduction of the state fee applies.
Where the documents are filed by an attorney, the attorney's power of attorney is NOT required, nor is notarisation of applications В21 and А19.
If the filing is carried out by another authorised representative, that person must hold an express notarised power of attorney. In that case, applications В21 and А19 must also bear the notarised signature of the manager or the executive director.
IMPORTANT!!! The transformation is entered in the Commercial Register no earlier than 14 days after the documents are filed.
IMPORTANT!!! The EDPK newly incorporated as a result of the transformation receives a new ЕИК (Unified Identification Code) in the Commercial Register.
STATE FEES
The state fee for registering the transformation of an EOOD into an EDPK is BGN 180.
Where the documents are filed electronically, the fee is BGN 90.
If you need legal advice or assistance with the registration of a DPK/EDPK or with the transformation of an EOOD into an EDPK or of an OOD into a DPK, contact us by telephone: 0887550706 or by e-mail: [email protected]
