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5. Universal Succession

The merger, de-merger and change of the company’s legal form are generally legally known as ‘company transformations’. As a principle, in this case all assets and rights, obligations and liabilities, as well as legal relationships, are transferred from the transferring company to the absorbing or newly formed company by way of universal succession. For comparison, in case of purchase and sale of shares and assets, where separate assets and shares are acquired, the purchasing or acquiring company is not a universal legal successor of the selling company.

Any permits, licences or concessions held by the merging company shall pass to the acquiring or newly formed one, if not explicitly prohibited under the Bulgarian law.

Where the property of a merging company with a registered office in Bulgaria includes property rights over immovable, movables or other rights, the transfer of which are subject to registration in a special registry, the certificate issued by the Commercial Register and respectively, the notification for registration issued by the register of the other respective Member State (see item 6.8 below), shall be submitted for filing in the relevant registry.