The First 100 Days After Buying a Business in Bulgaria

The 100 days below are a management framework, not a statutory grace period. Urgent employment, regulatory, filing and contractual deadlines take priority. Adapt the sequence to the transaction: buying company interests, individual assets and an enterprise are different legal routes.

1. Begin with what was actually acquired

In a share acquisition, the company generally remains the same legal entity, with its existing assets, obligations, employees and contracts. A new owner does not create a clean company. Review change-of-control clauses and the transaction’s specific approvals and notifications.

In an asset or enterprise acquisition, identify which rights, obligations and relationships pass, which require consent or a separate transfer, and which remain with the seller. Employee transfer rules may apply by law. Do not assume that describing the transaction as an asset deal eliminates inherited liabilities.

Use the comparison of share and asset acquisitions to frame the legal handover. The final acquisition documents should be the starting point for the task list.

2. Day one: establish control and preserve continuity

• Confirm completion documents, payment evidence and the status of required registrations.
• Check manager appointments, representation, powers of attorney and corporate approvals.
• Agree bank access and mandates with the bank, including ownership information it requires.
• Receive company records, contracts, accounting data and an inventory of assets and access rights.
• Confirm the next payroll, tax, supplier and loan payment dates.
• Identify urgent notices, disputes, regulator correspondence and contract renewals.

Arrange changes to digital access through the company’s authorised administrators. Preserve business records and necessary continuity while removing access that is no longer justified. Establish who controls domains, business email, accounting platforms and key software subscriptions; ownership of shares does not by itself complete that operational handover.

Where the seller will assist temporarily, define the services, duration, fees, access, confidentiality and exit arrangements. An informal promise to “help for a while” is difficult to manage when a critical system or customer relationship depends on it.

3. Days 1–30: protect contracts and people

Make a schedule of the contracts essential to revenue and operations. Check renewal and termination dates, consents, security, exclusivity, change-of-control terms and any actions promised at completion. Confirm that important premises, licences and intellectual property are available to the correct operating entity.

Explain the practical changes to employees using a coordinated HR and legal process. A share sale ordinarily leaves the employer unchanged. A business transfer may engage the Labour Code’s continuity and information or consultation rules. Plan those obligations at the transaction stage; where they apply before a transfer, they cannot simply be postponed into the integration period.

Changes to job duties, pay, working time or staffing need their own legal basis and procedure. Do not use a change in ownership as a reason to assume existing terms can be replaced at will. Check accrued leave, unpaid amounts, disputes, occupational health and safety arrangements and the accuracy of employment records.

4. Days 30–60: close the due diligence actions

Convert the final due diligence report into a register of outstanding actions. For each item, record the issue, responsible person, target date, budget and evidence that will demonstrate completion. Rank issues by their effect on lawful operation, cash, critical assets and material contracts.

Keep two lists: problems the business must fix and potential claims against the seller. They may overlap, but resolving an operational problem does not automatically preserve a contractual claim. Before acknowledging liability, settling a third-party dispute or disposing of evidence, check the acquisition agreement’s notice and conduct provisions.

Calendar completion accounts, price adjustment objections, release of retained sums, earn-out reporting and seller undertakings. Assign a person to each. For the original deal planning, see turning due diligence findings into contract protection.

5. Days 60–100: make governance routine

Agree a reporting cycle for cash, overdue receivables, commitments, disputes and compliance. Put decision-making and signing rules into documents that fit the company’s legal form. Explain the distinction between internal approvals, registered representation and bank permissions.

Review how the business orders work, accepts delivery, invoices customers and follows up late payments. Standard terms are useful only if the commercial team knows when and how they become part of a contract. Make sure signed versions and later changes can be retrieved.

Close the period with a management review: which risks were resolved, which remain, what money or approvals are needed and who is responsible for the next step. The output should be a short working plan supported by records, rather than a due diligence report left on a shelf.

6. If financial warning signs appear, act before the review date

Unexpected tax demands, persistent inability to pay debts when due, enforcement notices and a large gap between asset values and liabilities require prompt assessment with legal and financial advisers. A temporary cash shortage and statutory insolvency are not interchangeable, but the distinction needs evidence.

For a company that becomes insolvent or overindebted within the statutory rules, Article 626 of the Commerce Act provides a 30-day filing obligation. Private negotiations with creditors do not by themselves suspend that duty. Specific formal proceedings can have different statutory effects and need separate advice.

Here, stabilising the business means restoring operational control and financial visibility. Formal stabilisation proceedings under the Commerce Act are a distinct court procedure with eligibility requirements. They should not be treated as an automatic option for a company already insolvent. Read the insolvency guide when the concern is the company’s ability to meet its obligations.

An illustrative handover failure

A buyer acquires all interests in a trading company. The registered manager changes, but the bank mandate, key software administrator and notices under a major supply contract are overlooked. Legal ownership is established while payment and operating access remain incomplete. A completion and handover checklist should identify each dependency, the third party involved and the evidence that the change has taken effect.