Venture Capital
As one of the few law offices in Bulgaria advising systematically in the venture capital sector, we help founders and investors understand the investment process and the instruments through which it is carried out.
We work with founders of innovative companies as well as with venture capital funds, business angels and corporate investors. This two-sided perspective gives us a realistic view of market standards and of the points on which negotiations most often stall.
We support the entire process — from assessing investment readiness and preparing the data room, through negotiating the term sheet, to drafting the definitive transaction documents and registering the changes with the Commercial Register.
We adapt internationally recognised instruments — convertible loans, agreements for future equity, liquidation preferences, anti-dilution protection, tag-along and drag-along rights — to the requirements of Bulgarian law, so that they are both valid and enforceable.
Our services
- Structuring investment rounds — pre-seed, seed, Series A and beyond
- Drafting and negotiating term sheets
- Investment agreements and shareholders' agreements (SHA)
- Convertible loans and agreements for future equity
- Variable capital companies — incorporation and conversion
- Employee stock option plans (ESOP) and phantom shares
- Investor due diligence and preparing start-ups for it
- Secondary transactions and exits
- Co-investments and investment syndicates
Our approach
We aim for documents that are balanced and comprehensible to all parties. We explain to founders the consequences of each clause — for control, dilution and future rounds — and help investors obtain protection that can actually be exercised in Bulgaria.
Frequently asked questions
What is a variable capital company in Bulgaria?
The variable capital company is a legal form introduced into the Bulgarian Commerce Act specifically for innovative start-ups. It allows more flexible admission and exit of shareholders and the issue of different classes of shares, which makes it well suited to attracting investors and to employee option plans.
Can SAFEs and convertible loans be used under Bulgarian law?
The economic logic of these instruments can be achieved in Bulgaria, but the agreements must be adapted to the rules on capital increases and share transfers. Mechanically copying US templates often results in unenforceable provisions.
When should founders involve a lawyer?
As early as possible — ideally before signing the term sheet. The key commercial terms (valuation, liquidation preference, veto rights) are agreed at this stage and are difficult to change later.
Need legal advice?
Get in touch — we will respond within one business day.