When a limited liability company (OOD) is transformed into a variable capital company (DPK) by way of a change of legal form, the existing OOD is dissolved without undergoing a liquidation procedure. At the same time, a new variable capital company is incorporated, which becomes its universal successor. The partners in the transforming OOD automatically acquire the status of partners in the newly incorporated DPK.
Since the DPK offers a number of advantages, many partners in already existing OODs express interest in having their companies transformed precisely into this form. You can find out more about the specific features of the DPK in the articles "The Variable Capital Company" and "DPK or OOD – Which Company Should We Choose?".
The transforming OOD must satisfy the following conditions:
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.
Both requirements must be met at the same time. They derive from the conditions for the initial registration of a DPK.
The decision to transform is adopted by the General Meeting of the partners in the OOD by a majority of at least 3/4 of the capital.
The appointed inspector carries out only a review of the capital under Article 264д of the Commerce Act. The amount of the capital of the new DPK may not exceed the net value of the assets of the transforming OOD.
From the moment the transformation is entered in the Commercial Register, the OOD is deemed to be dissolved. No liquidation is carried out and the company is struck off the register. All of its assets pass to the newly incorporated DPK. Where those assets include real estate, movable property whose transactions require registration (e.g. motor vehicles), or other rights subject to registration (for example a trademark or a patent), the certificate of the recorded change of legal form must also be submitted for entry in the relevant special register – the property register, the Traffic Police (КАТ) register, the Patent Office, and so forth. The certificate is issued by the Registry Agency. Permits, licences and concessions that were issued to the OOD pass to the new DPK, unless the law or the very instrument granting them provides otherwise.
IMPORTANT!!! The newly incorporated DPK created as a result of the transformation receives a new ЕИК (Unified Identification Code) in the Commercial Register.
REQUIRED DOCUMENTS
Before the transformation itself is commenced, a notification under Article 77(1) of the Tax and Social Insurance Procedure Code is filed with the National Revenue Agency.
The manager of the OOD draws up a Transformation Plan, and his signature on this document must be notarised. The Plan must be announced in the file of the transforming OOD in the Commercial Register.
The following documents are required in order to announce the Transformation Plan in the Commercial Register:
Application, form Г1
Transformation Plan
Draft articles of association of the DPK
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, where the documents are filed by an authorised representative
Power of attorney, if the documents are filed by an authorised representative
Proof of payment of the state fee
The following documents are required in order to register the transformation of the OOD into a DPK in the Commercial Register:
Application, form В21, and a supplementary application, form А19
Articles of association of the DPK, including a copy thereof with personal data redacted
Declarations under Article 260а(2) of the Commerce Act by the founding partners of the DPK
Declaration under Article 260а(3) of the Commerce Act by the manager of the DPK, or by the executive director where the DPK is managed by a management board
A notarised declaration under Article 260ц(4) of the Commerce Act by the manager of the DPK, or by the members of the management board
Notarised consent and a specimen signature of the manager of the DPK, or of the elected executive director where the DPK is managed by a management board
Minutes of the General Meeting adopting the decision to transform the OOD into a DPK, with the partners' signatures notarised
Notices convening the General Meeting of the partners in the OOD
A list of the partners who acquire shares in the DPK
Minutes of the management board on the election of an executive director – if such a management structure is provided for
A declaration by the registered auditor – inspector of the transformation
A report of the inspector under Article 264н of the Commerce Act
A certificate under Article 77(1) of the Tax and Social Insurance Procedure Code, issued by the НАП
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, where the documents are filed by an authorised representative
Power of attorney, if the documents are filed by an authorised representative
A payment order for the state fee paid
Please note that, depending on the particular circumstances of the specific case, additional documents may also be required.
FILING THE DOCUMENTS WITH THE COMMERCIAL REGISTER
The documents for the transformation of an OOD into a DPK may be filed on paper at any office of the Registry Agency.
Where applications Г1, В21 and А19 are filed electronically, a 50% reduction of the state fee due applies.
Where the documents are filed by an attorney, the attorney's power of attorney is NOT required, nor is notarisation of applications Г1, В21 and А19 themselves.
Where the filing is carried out by another authorised representative, that person must hold an express notarised power of attorney. In that case, applications Г1, В21 and А19 must also be signed with notarised signatures by the manager or the executive director.
IMPORTANT!!! The transformation is entered in the Commercial Register no earlier than 14 days from the date on which the documents are filed.
IMPORTANT!!! A separate application for the striking-off of the transforming OOD is NOT filed.
STATE FEES
A state fee of BGN 40 is due for announcing the Transformation Plan. Where the documents are filed electronically, the fee is BGN 20.
For registering the transformation of an OOD into a DPK, the state fee is BGN 180.
Where the documents are filed electronically, it is BGN 90.
If you need legal advice or assistance with the registration of a DPK/EDPK or with the transformation of an OOD into a DPK or of an EOOD into an EDPK, contact us by telephone: 0887550706 or by e-mail: [email protected]
