In the event of a change in the manager of a limited liability company (LLC) registered in Bulgaria, the question arises from which moment the newly elected manager should be entered in the VAT and Intrastat declarations, in the company’s reports, etc.
Legal entities are represented by the persons who represent them by law. Upon the EOOD (the single owned LLC), the sole owner of the capital manages and represents the company personally or through a manager appointed by him. If the owner is a legal entity, its manager or a person designated by him manages the company.
In the commercial register is entered the name of the manager, who submits a notarized consent with a specimen signature. The manager’s authorization can be revoked at any time and his name removed from the commercial register. The manager may also request to be removed from the commercial register by a written notification to the company. Within a period of up to one month after receiving the notification, the company must apply for his exemption to be entered in the commercial register. If the company does not do this, the manager can himself apply for entry of this circumstance, which is entered, regardless of whether another person is elected in his place.
The authorization and its deletion have an effect in relation to third parties in good faith after their registration. The recorded circumstance is considered to have become known to third parties in good faith from the moment of recording.
In view of the above, until the entry in the commercial register of the new manager, the company is represented by the old manager and all declarations, reports and other documents should be submitted on his behalf as a person representing the company.
Regarding the incorrectly submitted declarations, the law provides an opportunity for their correction within a certain period. After submitting a declaration, but before the expiration of the statutory term for its submission, the submitter has the right to make changes related to the declared data and circumstances, the basis and the specified obligations. The changes to a submitted declaration are made with a new declaration. The declaration of changes submitted after the expiration of this period is considered not submitted and does not give rise to legal consequences for the purposes of taxation. There is an exception regarding the deadline for the corrective declarations for mandatory insurance contributions, which can be submitted even after the expiration of the statutory deadline for their submission.
For consultation regarding the submission of declarations and reports, you can contact our experts.