Mandatory elements under Art. 115 of the Commerce Act
This page explains, in English, what a Bulgarian OOD's дружествен договор (partnership agreement) must contain — the actual document filed with the Commercial Register is prepared and signed in Bulgarian. Adopting a partnership agreement is a mandatory condition for forming an OOD with two or more partners. Beyond the elements shared with an EOOD's articles of association, the agreement expressly governs the relationship between partners:
| Field | What it contains |
|---|---|
| Name, registered office, scope of business | company name in Cyrillic and Latin, address of management, scope of business |
| Partners | full name/company name and personal ID/UIC of each partner |
| Shareholding | capital amount, number and nominal value of each partner's shares individually |
| Contributions | amount and method of payment; deadline to complete payment within 2 years of registration |
| Voting majorities | simple majority by default; over 3/4 of the capital for amending the agreement, admitting/expelling a partner (Art. 137(3) of the Commerce Act) |
| Profit distribution | proportional to shares, unless otherwise agreed |
| Management and representation | full name of the manager(s), mode of representation — jointly/separately |
Example — completed partnership agreement (skeleton, 2 partners, translated for reference)
This English version is for understanding only — the document that gets signed and filed is in Bulgarian.
PARTNERSHIP AGREEMENT
of "[Company name]" OOD
Art. 1. A limited liability company is hereby formed under the name "[Company name]" OOD by the undersigned partners: [Name Surname 1], personal ID [ID number], and [Name Surname 2], personal ID [ID number].
Art. 2. The company's registered office and address of management are: [city], [address]. Scope of business: [description] and any other activity not prohibited by law.
Art. 3. The company's capital is €[amount], divided into [number] shares of €[nominal value] each. [Name Surname 1] holds [number] shares (60%), [Name Surname 2] holds [number] shares (40%).
Art. 4. Profit is distributed in proportion to each partner's share in the capital, unless the general meeting decides otherwise.
Art. 5. Decisions of the general meeting are passed by a simple majority of the capital represented, and on the matters under Art. 137(1)(2), (4) and (9) of the Commerce Act — by a majority of more than 3/4 of the capital.
Art. 6. The company is managed and represented by manager Hristo Ivanov, acting individually.
Drawn up on [date] in [city].
Partners: ____________________ / ____________________
Admitting and expelling a partner
Admitting a new partner and expelling an existing one is decided by the general meeting with a majority of more than 3/4 of the capital — the affected partner does not vote on their own expulsion. Expulsion is allowed for failure to make a required cash contribution (after a written notice with a reasonable deadline) or for acting against the company's interests. For these decisions, as well as for transferring a company share, changing the capital, and electing a manager, the minutes of the general meeting must have notarized signatures and content, unless the agreement allows a simple written form.
Frequently asked questions
What must an OOD partnership agreement contain?
+−
Under Art. 115 of the Commerce Act: the company name, registered office and address; the scope of business and term, if agreed; the names and UIC/personal ID of the partners; the capital amount and each partner's shares; the contributions and how they are paid in; and management and representation.
What majority is needed to pass decisions in an OOD?
+−
By default, a simple majority of the capital represented at the general meeting. Amending the partnership agreement, admitting or expelling a partner, and additional cash contributions require a majority of more than 3/4 of the capital, unless the agreement sets a higher majority (Art. 137(3) of the Commerce Act).
How is profit split between partners if the agreement is silent?
+−
Absent another arrangement, profit is distributed in proportion to each partner's share in the company's capital.
Can a partner be expelled from an OOD?
+−
Yes — the general meeting can expel a partner who fails to make required contributions or acts against the company's interests, after written warning, by a decision passed with more than 3/4 of the capital, excluding the affected partner's vote.
Want a ready-made .docx template?
We send it (in Bulgarian, with a completion guide) by email within the business day, free of charge.
Sources
Commerce Act, Art. 115, Art. 133, Art. 137(1), (3) and (4). Verified 4 September 2026.
Important
This template is general in nature and does not replace individual advice for a complex partner structure (e.g. preferred shares, different majorities by decision). The document that gets filed with Bulgarian institutions must be in Bulgarian; we prepare the actual Bulgarian-language agreement for you.