BULGARIA Law and Practice Contributed by: Konstantin Vassilev and Kiril Kirkov, Vassilev & Partners Law Firm
The general meeting of an AD is usually convened by the board of directors or the management board. The invitation must be announced in the Commercial Register at least 30 days before the meeting, unless stricter rules apply. Ordinary resolutions are generally passed by a majority of the shares represented, while major decisions require statutory quorum and quali - fied majorities. The board of directors and the supervisory board must meet at least once every three months. Public compa - nies are subject to stricter rules on meeting notices, materials, voting results, electronic participation, min - utes and disclosure to the Financial Supervision Com - mission and the regulated market. Bulgarian joint-stock companies may choose between a one-tier and a two-tier board structure. In a one-tier system, the company is managed and represented by a board of directors. In a two-tier system, it is man - aged and represented by a management board acting under the control of a supervisory board. The board of directors must have between three and nine members. It adopts its own rules of procedure and elects a chair and deputy chair from among its members. It must meet at least once every three months. 3. Directors and Officers 3.1 Board Structure In a two-tier system, the management board has between three and nine members, and the supervi - sory board has between three and seven members. A person may not be a member of both boards of the same company. Limited liability companies do not have a board in the same sense; they are managed by In a one-tier system, all board members have equal rights and obligations, regardless of internal allocation of functions. The board may assign day-to-day man - agement to one or more executive members elected from among its members. Executive members must be fewer than the remaining board members. one or more managers. 3.2 Board Members
The board of directors represents the company exter - nally, but representation is not necessarily exercised individually by all members. The statute and board resolutions determine whether representation is joint or individual and which members are authorised to represent the company. Executive members carry out day-to-day manage - ment and often have operational representation pow - ers. Non-executive members participate in board decision-making and exercise internal supervision over executive management. The chair organises board work and usually plays a central role in com - munication between executive and non-executive members. In a two-tier system, the management board man - ages the company and is responsible for operations, strategy implementation and ordinary-course man - agement. The supervisory board appoints and may remove management board members, determines their remuneration and oversees their activity. It does not manage the company directly. For public companies, independent members have a more visible governance role. At least one third of the board of directors or supervisory board must be inde - pendent. Their role is to support objective decision- making, oversight of executive management, internal control and minority shareholder protection. 3.3 Board Composition A board of directors must have between three and nine members. In a two-tier system, the management board must have between three and nine members and the supervisory board between three and seven members. Board members are elected for up to five years, unless the statute provides for a shorter term. Members of the first board of directors or first supervisory board are elected for up to three years. Re-election is per - mitted. A board member may be a capable natural person. A legal person may also be a board member if the stat - ute allows this, but it must designate a natural person to represent it. The legal person is jointly, severally
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