A shareholder does not automatically represent the company. Check registered managers, signing arrangements and internal property-sale decisions.
The owner of a company's shares is not necessarily authorised to sell its property. For Bulgarian limited liability companies—OOD and single-member EOOD—the starting point is current representation and signing arrangements. Where managers represent jointly, do not assume one signature is sufficient.
The Commerce Act assigns decisions on real-property disposals to the general meeting; in an EOOD, the sole shareholder exercises those powers. Check the required decision form together with the company's constitution.
The Supreme Court of Cassation's Interpretative Decision No. 3/2013 also holds that the decision under Article 137(1)(7) is not a necessary condition for validity of a disposal made by the company's representative organ. 'No minutes means a void sale' is therefore too broad. That does not remove the need to examine internal rules or other possible defects.
The property and sale proceeds are not the shareholder's personal assets. If payment to a shareholder's account is proposed, clarify the separate legal basis and valid instructions. Liquidation, insolvency or a different company form changes the analysis.
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This article is for general information only. It does not constitute or replace individual legal advice.