Common draft terms | The representatives of each of the merging companies are required to draw up the common draft terms of the cross-border merger in writing. |
Announcement | At least one month before the date of the shareholders' meeting the common draft terms must be filed with the Commercial Register. The common draft terms must be filed together with the report of the management (see below) and a list containing the following: company name; registered address; the register in which each of the merging companies is registered; information, for each of the companies, regarding the rules applicable to protection of its creditors and minority shareholders, as well as the address at which the complete information on those arrangements may be obtained. |
Report of the management | The management board of the merging companies must prepare a report on the proposed cross-border merger explaining and justifying the legal and economic aspects of the cross-border merger and its implications for shareholders, creditors and employees. |
Independent expert's report | An independent expert's report intended for shareholders and made available not less than one month before the date of the shareholders' meeting must be drawn up for each merging company. |
Report of the supervisory board | Bulgarian law does not provide for any obligation to involve the supervisory board of a company into the process of a cross-border merger. |
Information duties | |
vis-à-vis shareholders: | The common draft terms, reports of the management and report(s) of the independent expert(s) must be sent to the shareholders one month prior to the shareholders' meeting. |
vis-à-vis employees: | At least one month prior to the date of the shareholders' meeting, the common draft terms and the report of the management must be made available to the employees' representatives, if any, or to the employees. |
vis-à-vis creditors: | The common draft terms must include the arrangements made regarding exercising of the rights of creditors of the merging companies. |
Approval by the shareholders' meeting | The shareholders' meeting must adopt the resolution on the merger. |
Pre-merger certificate (outbound merger) | The management of the transferring company must file an application with the competent authority for the issuance of the pre-merger certificate. The competent authority in Bulgaria is the Commercial Register at the seat of the Bulgarian company. The pre-merger certificate will be issued if all the requirements concerning the merger are met. The issuance term is at least 14 days from the date of filing the request. The issuance of the pre-merger certificate is being automatically announced in the Commercial Register. |
Registration of the merger (inbound merger) | The management of the companies involved must file an application for registration with the Commercial Register of the absorbing company. The merger is legally effective upon registration of the merger. |
Registration of deletion of transferring entity (outbound merger) | After registration of the merger in the foreign Commercial Register/or other competent authority, the management of the absorbing company must file an application for the deletion of the transferring company from the Bulgarian register. The termination of the company shall have effect according to the law of the relevant EU member state in which the absorbing company has its registered address. |
