Mandatory elements of the minutes
The general meeting is the supreme governing body of an OOD. Every meeting held — the regular annual meeting or an extraordinary one — must be recorded in minutes confirming what was resolved and by what majority. We draft the actual protocol filed with the Commercial Register in Bulgarian, since that is the language institutions accept; this page explains, in English, what a compliant protocol needs to contain. It must include:
| Element | What it contains |
|---|---|
| Date and venue | date, time, and address where the meeting is held |
| Attendees and capital represented | names of the partners (in person or by proxy) and the % of capital each represents |
| Agenda | the items to be discussed and voted on |
| Resolutions and voting | the text of each resolution and the number of votes "for" / "against" / "abstained" |
| Signatures | of the chair of the meeting and the minute-taker (or of all partners present) |
Example — minutes with a resolution approving the annual report
This is an English translation of the structure — the *протокол* (minutes) actually filed is drafted in Bulgarian.
MINUTES
of the general meeting of partners of "[Company name]" OOD
Today, [date], in [city], [address], the regular annual general meeting of the partners of "[Company name]" OOD, UIC (EIK) [EIK number], was held.
Present: [Name Surname 1] (60% of capital) and [Name Surname 2] (40% of capital) — 100% of capital represented.
Agenda: 1. Approval of the annual financial statements for [year]. 2. Distribution of profit.
On item 1 — after discussion, the general meeting unanimously
RESOLVED:
To approve the company's annual financial statements for [year].
Votes: for — 2 (100% of capital); against — 0; abstained — 0.
On item 2 — the general meeting RESOLVED: the profit for [year] in the amount of €[amount] shall be distributed in proportion to the partners' shares.
The minutes were drawn up in a single original.
Chair: ____________________ Minute-taker: ____________________
When notarization is required
For resolutions approving the annual report and distributing profit, plain written form is sufficient. For resolutions on admitting or excluding a partner, transferring a company share, changing the capital, electing a manager, and disposing of real estate, Art. 137(4) of the Commerce Act requires the minutes to be notarized as to both signature and content — unless the articles of association expressly provide for plain written form.
Frequently asked questions
What must minutes of an OOD general meeting contain?
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The date and place of the meeting, the partners present and the capital they represent, the agenda, the resolutions adopted with the voting result, and the signatures of those present or of the chair and the minute-taker.
Do the minutes need to be notarized?
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Only for certain resolutions — admitting or excluding a partner, transferring a company share, changing the capital, electing a manager, and disposing of real estate — the minutes must be notarized as to both signature and content, unless the articles of association provide for plain written form.
What is the mandatory quorum for an OOD general meeting?
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The Commerce Act sets no explicit minimum quorum for a duly convened OOD general meeting — resolutions are adopted by those present with the required majority of the capital represented (not the entire capital), unless the articles of association provide otherwise.
Does a sole owner of an EOOD need to keep minutes for every decision?
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Yes — instead of general meeting minutes, the sole owner draws up a written resolution with the same content, which serves as the equivalent document for Commercial Register purposes.
Want a ready-made template?
We send it by email within the business day, free of charge.
Sources
Commerce Act, Art. 137(1), (3) and (4). Verified 4 September 2026.
Important
This template is general in nature — for resolutions requiring notarization, the document is prepared by a notary for the specific case. The document actually filed must be in Bulgarian; this page is an English-language guide to its contents.