Shareholder disputes in a Bulgarian company.

Written and reviewed by Adriana Melnikliyska, Attorney-at-law, Blagoevgrad Bar No. 1900000227. Last reviewed 27 September 2026.

Who this page is for

This page is for a shareholder, co-owner, or director of a Bulgarian company — OOD, EOOD or AD — who is in active disagreement with another owner of the same company, or who can see a disagreement coming and wants to understand the actual legal position before it escalates. That includes a 50/50 co-owner unable to get the other side to agree on a decision the company needs, a minority shareholder who believes a majority owner is using voting power to their disadvantage, a shareholder who believes the other side has breached a written shareholder agreement, and an exiting shareholder and the remaining owners who disagree on what the exiting stake is worth. It is not written for a routine, agreed exit or an uncontested capital increase — those are governance administration, not a dispute, and are covered at the governance level on the business lawyer hub. It is also not written for a dispute between the company and an outside third party such as a supplier or creditor, which is a different category of business matter, or for an employment claim by a shareholder who also happens to be an employee, which follows separate employment-law rules even where the underlying disagreement is really about ownership.

The four patterns that recur most often

Deadlock between shareholders with equal voting power

Common in a 50/50 OOD, where neither side can pass a general-meeting resolution without the other’s agreement and the company itself becomes unable to function — a manager cannot be appointed or removed, annual accounts cannot be approved, a contract the company needs cannot be authorised. Bulgarian company law does not have a single built-in deadlock-breaking mechanism the way some other jurisdictions do; the actual route out depends first on what the articles of association already say. Some articles include a deadlock, buy-sell or drag-along clause anticipating exactly this situation; most do not, in which case the realistic options are a negotiated buy-out of one side by the other, or, only where the company genuinely cannot continue to function, a court application for dissolution on just cause under the Commerce Act as a last resort. The company’s own constitutional documents are read first in every case, because what they already provide often determines the fastest route out and can make litigation unnecessary.

Majority action that disadvantages a minority shareholder

A majority shareholder using voting control to approve related-party transactions on terms favourable to itself, to withhold dividends indefinitely while drawing management fees, to dilute a minority through a capital increase the minority cannot realistically participate in, or to exclude a minority shareholder from information they are legally entitled to. Bulgarian law gives a minority shareholder specific statutory tools regardless of how small the stake is: a right to information about the company’s affairs, a right to challenge a general-meeting resolution taken in breach of the law or the articles, and, in defined circumstances, a claim against a manager or controlling shareholder for damage caused to the company or to the minority shareholder personally. Whether a specific grievance is actionable, and under which of those routes, depends on exactly what was done and how the resolution or action was taken — not on how unfair it feels described from the outside, which is why the assessment starts with the paper record of what actually happened rather than with the shareholder’s own account of it alone.

Breach of a written shareholder agreement

Where a shareholder agreement exists — covering matters such as a right of first refusal on a share sale, a non-compete obligation, an agreed deadlock-resolution mechanism, or agreed voting on specified decisions — a breach of it is assessed first as an ordinary contract claim under the Obligations and Contracts Act, and then against how, and whether, the remedy the agreement promises can actually be enforced against a company that operates through its own separate corporate formalities. A shareholder agreement is a contract between the shareholders personally, not a constitutional document of the company itself, and that distinction affects who can be sued, what remedy is realistically available, and whether the breach also affects the underlying company decision or only the relationship between the shareholders. Where no shareholder agreement was ever signed, the absence of one does not remove the protections the Commerce Act itself provides to every shareholder, but it typically makes a dispute harder to resolve cleanly, because there is no agreed mechanism to point to and each side is left arguing from general principle rather than from an agreed text.

Disputed valuation on exit or buy-out

A departing shareholder and the remaining owners frequently disagree on what the departing stake is actually worth, particularly where the company has no recent independent valuation, holds property or other illiquid assets whose value is not obvious from the balance sheet, or has related-party transactions that affect how its real financial position should be read. Bulgarian law does not itself impose a single mandatory valuation methodology for a private buy-out; the starting point is what the articles of association or a shareholder agreement already specify, and, failing that, what an independent valuation exercise both sides can be brought to accept actually shows. Resolving the underlying legal question — is an exit, exclusion or buy-out actually happening, and under what mechanism — usually needs to come before, or alongside, resolving the number, because the valuation methodology that properly applies can itself depend on which legal route is being used to bring the shareholder’s involvement to an end.

Remedies actually available under the Commerce Act

Depending on the pattern involved, the realistic legal options include: challenging a general-meeting resolution in court within the time limit that applies once the resolution is validly recorded; a claim for damages against a manager or controlling shareholder whose action caused loss to the company or to another shareholder; a claim for information a shareholder is statutorily entitled to and has been refused; exclusion of a shareholder from the company for defined, serious breaches of their own obligations to it; enforcement of specific terms in a shareholder agreement as an ordinary contract claim; and, as a genuine last resort where the company itself cannot continue to function, an application for judicial dissolution on just cause.

How a shareholder dispute is assessed before litigation

Litigation over a shareholder dispute is rarely the first, and rarely the fastest, route to a workable outcome — a company actively being fought over in court is also a company whose ordinary operations, banking relationships and commercial reputation are often damaged in the process, which affects every shareholder, not only the one who feels wronged. Before any route is recommended, a proper assessment works through several questions in sequence:

1. What do the constitutional documents and any shareholder agreement actually say? Many disputes turn out to be governed by a mechanism the parties forgot they had already agreed to — a pre-emption right, a deadlock clause, an agreed valuation formula — which can resolve the practical question without ever needing a remedy under the Commerce Act itself.
2. What does the Commercial Register’s own record show? The Commercial Register file shows the company’s registered capital and its actual payment status, who currently holds registered authority to act for the company, and the history of resolutions already filed — a necessary starting point for confirming who actually has standing to do what before any further step is taken.
3. What evidence actually exists, and does it meet the legal threshold for the remedy being considered? A breakdown in the personal relationship between shareholders is not, by itself, a legal remedy; the evidence needs to show conduct that meets whatever legal test applies to the specific remedy under consideration, which is assessed against the documents, not against how the situation feels to the shareholder describing it.
4. Is a negotiated resolution realistic? Where the shareholders have an ongoing commercial reason to keep the company running, a negotiated buy-out, a restructured governance arrangement, or a mediated settlement is often a faster and less destructive route to a workable outcome than litigation, and is explored before, or in parallel with, any formal legal step.
5. If litigation is genuinely the remaining option, what forum and procedure applies? Company-law claims generally proceed under the Civil Procedure Code before the competent Bulgarian court, and the specific procedural route — which court, what standing is needed, what time limit applies — depends on which remedy is actually being pursued.

Documents that typically matter

The company’s articles of association and any amendments to them; any shareholder agreement, side letter or voting agreement between the owners; minutes and attendance records of relevant general meetings, or evidence that a meeting was not properly called at all; the shareholder register; recent financial statements and management accounts and, where one exists, any prior valuation; correspondence between the shareholders documenting the dispute as it actually developed, including informal messages, which are often more revealing than formal correspondence; and the company’s current Commercial Register record. Where a dispute concerns diverted business or value, evidence of the company’s actual trading pattern before and after the alleged diversion frequently decides the matter more directly than the parties’ competing accounts of events. Where some of these documents do not exist or cannot be located, that fact is itself relevant to the assessment and is identified early rather than assumed away.

Valuation disputes specifically

Where the legal question — is an exit, exclusion or buy-out actually happening, and under what mechanism — is settled or not seriously contested, the remaining fight is often purely about the number. This practice does not perform the valuation itself; that is the work of a qualified valuer or accountant. What is assessed here is whether the valuation mechanism being proposed or applied is actually the one the governing documents require, whether the information the valuer has been given is complete and accurate, and, where the two sides have obtained competing valuations, what a Bulgarian court would need to see to prefer one over the other if the disagreement is not resolved by negotiation first. Treating a valuation disagreement as a legal question about mechanism and information, rather than purely as a numbers argument between accountants, is frequently what actually moves a stalled buy-out forward.

If the dispute escalates to litigation

Where negotiation and the mechanisms already in the company’s own documents do not resolve the matter, a shareholder-dispute claim proceeds as ordinary civil litigation before the competent Bulgarian court, under the Civil Procedure Code, following broadly the same stages — a written claim, an exchange of pleadings and evidence, a first-instance judgment, a possible appeal, and enforcement if the judgment is not complied with voluntarily — described in more general terms on the litigation lawyer page. A company-law claim often carries its own procedural specifics, including which court has competence over the specific type of claim and what standing a shareholder needs to bring it, and these are confirmed against the current Commerce Act and Civil Procedure Code text once the specific remedy has been identified, not assumed from the general litigation process alone.

Working from outside Bulgaria

Many shareholder disputes reaching this practice involve at least one owner based outside Bulgaria. Document review, the initial assessment, negotiation correspondence, and most procedural steps can be handled remotely by email, video call and secure document exchange. Where a specific step genuinely requires a signature or a personal appearance in Bulgaria, a power of attorney signed abroad and then apostilled or legalised depending on the country is the usual mechanism — see power of attorney and how we work for the general process.

What this page does not cover, and does not promise

This page covers disputes between the actual owners of a Bulgarian company. It does not cover a dispute between the company and an outside creditor or contractual counterparty, which is a business-lawyer or debt-recovery matter; it does not cover an employment claim by a shareholder who is also an employee, which follows separate employment-law rules; and it does not cover a criminal allegation, such as an allegation of fraud or embezzlement by a co-shareholder, which runs on a separate track from the civil remedies described here even where the same underlying facts are involved. No outcome in a shareholder dispute can be predicted before the underlying documents and facts are reviewed, and this page does not attempt to do so: it does not promise a particular valuation figure, a particular court result, or a specific timeline, and does not offer a free consultation or a same-day response.

Fees

A shareholder dispute can range from a single written opinion on a contract-interpretation question to sustained representation through negotiation and litigation, and is not priced on a single published scale for that reason. The professional fee and any expected third-party costs, such as court fees or a valuer’s fee where one is needed, are set out in writing as part of the proposed scope, before any work begins and before any invoice is raised. See how fees are set for the general policy.

Verifiable identity

Adriana Stefanova Melnikliyska (Адриана Стефанова Мелниклийска) is a practising attorney of the Blagoevgrad Bar Association, attorney number 1900000227. Her registration and current professional status can be checked independently at any time rather than taken on trust from this page — a check that a large share of the pages currently visible for business-lawyer searches connected to Bulgaria do not make possible, because they do not name an individual attorney at all.

Frequently asked questions

Sources

• Commerce Act (Bulgaria) →
• Obligations and Contracts Act (Bulgaria) →
• Commercial Register and Register of Non-Profit Legal Entities Act (Bulgaria) →
• Civil Procedure Code (Bulgaria) →
• Bulgarian Bar Act (Zakon za advokaturata) →
• Code of Ethics for Attorneys →

This page describes the general categories of remedy the Commerce Act provides for a shareholder dispute. It does not state article numbers, time limits or outcomes for any specific dispute, which depend on the actual facts and are confirmed once a matter is reviewed against the current consolidated legal text.