Commercial and Corporate Law
We support businesses from incorporation through every stage of growth, restructuring or exit — with clear legal analysis and solutions aligned with our clients' commercial objectives.
SM Legal has strong expertise in commercial and contract law and serves both Bulgarian and international clients — from start-ups and family-owned businesses to foreign investors and corporate groups. Our detailed knowledge of the Commerce Act and of Registry Agency practice allows us to anticipate risks and save our clients valuable time.
In every corporate transaction we focus on clarity of documentation and on a sound balance between the interests of the shareholders. We draft articles of association that work in practice — with clear rules on management, profit distribution, share transfers and the resolution of shareholder deadlock.
We assist foreign clients entering the Bulgarian market — from choosing the right legal form and registering a company or branch to opening a bank account, VAT registration and hiring the first employees.
Our services
- Incorporation of limited liability and joint-stock companies and branches of foreign entities
- Transfer of shares in limited liability and joint-stock companies
- Mergers, acquisitions and corporate transformations
- Increase and decrease of share capital, including redenomination of capital in euro
- Changes of management, registered address, business scope and shareholders
- Joint ventures and shareholders' agreements
- Legal due diligence of companies and assets
- Drafting and review of commercial agreements
- Legal opinions and participation in negotiations
- Ongoing corporate housekeeping — general meetings, minutes, annual resolutions
- Liquidation and insolvency proceedings
Our approach
Every corporate change starts with a short review of the company's current position — up-to-date constitutional documents, registered circumstances and key contracts. This allows us to detect inconsistencies early and prepare a set of documents that is registered at the first attempt.
Frequently asked questions
How long does it take to register a new company in Bulgaria?
Once the documents are prepared and the capital is paid in, registration with the Commercial Register usually takes a few working days. The entire process — from the first consultation to registration — is typically completed within one to two weeks.
Can a foreign national be a shareholder or manager of a Bulgarian company?
Yes. Foreign individuals and legal entities may incorporate and own companies in Bulgaria without nationality restrictions. Documents must be legalised or apostilled and, where applicable, translated into Bulgarian.
What does legal due diligence cover when acquiring a company?
We review corporate status, title to the shares, encumbrances and attachments, key contracts, employment relationships, permits and licences, pending and potential litigation, as well as tax and regulatory exposure. The outcome is a report with clear recommendations on the deal structure and the warranties to be negotiated.
Need legal advice?
Get in touch — we will respond within one business day.