Practice
Corporate Law
General Corporate Services
- Analysis of clients’ investment intentions and structuring the optimal legal form for the business development, including giving consideration to the matter of management efficiency, tax planning, etc.;
- Professional assistance with business start up: purchase, leasing or renting of premises, industrial sites and vehicles; recruitment of staff, obtaining of permits, licenses and tax registrations, etc;
- Registry, change and deletion of pledge agreements in the Central Register of (Registered) Non-Possessory Pledges. Enforcement on pledged property. Functioning as a depositary. Consultancy on the rights and the obligations of the parties under registered pledge agreements, protection and realization of the rights of the parties;
- Full assistance with the execution and registration procedures of all types of changes to the corporate status of a company – amount and structure of capital, transfer of commercial establishments, quitting or expulsion of partners or shareholders, modification of the number of members of managing or supervisory bodies, etc.;
- Drafting, negotiating and amending complex commercial contracts, domestic and multinational agreements;
- Preparation of a complete set of documentation for the creation of joint ventures and commercial unions of any type – letters of intent, shareholder agreements, joint venture and partnership agreements, etc.;
- Consultancy services related to corporate governance, including advise on the legislation framework, provision of legal support to shareholders, supervisory and management bodies etc.
Mergers and Acquisitions
- Preparation of business proposals and documentation, including agreements on joint ventures, letters of intent, preliminary contracts, shareholder agreements; negotiations and legal support with regard to transfer or lease of enterprises transactions, etc.;
- Due diligence of entities, including assessment of investment risks, thorough investigation of the company, its financial status and market standings;
- Check up and assessment of intangible assets: trademarks, intellectual rights and licenses; along with the tangible assets: movable and immovable property;
- Contact and negotiation with the financing institutions, as well as the drafting and revision of all documents regarding the financing of the transaction.
Restructuring of companies
- Overall legal analysis of the options for transforming companies and selecting the most appropriate form according to the legislation in force and effect and the objectives set by the client;
- Drawing up agreements on transformation and agreements on transformation drafts between receiving companies and/or transforming companies. Drafting plans for transformation upon division by formation of a new company, spin-off by formation of a new company and spin-off of a one man trade company.
- Professional support in drawing up reports of the management bodies of receiving and transforming companies, legal grounding of the agreement or the plan for transformation and the exchange ratio and upon division and spin-off – of the criteria for allocation of the shares;
- Overall legal analysis of the information provided to the shareholders of transforming and/or receiving companies prior to approval of the transformation resolution;
- Preparation of drafts of a new memorandum of association or articles of association of newly formed companies, or respectively amendments and supplementations of the memorandum of association or articles of association of receiving and transforming companies. Assistance upon entering into the Commercial Register of the realized restructuring;
- Overall providing for the legal security of the processes for handover of stocks or exchange of bearer stocks.
Trade transactions
- Professional legal assistance in drafting general terms and conditions to the deals concluded by a merchant;
- Legal advice to the merchant regarding the terms of the trade sale and legal assistance for successful start-up and doing the business;
- Drawing-up contracts of agency and legal assistance relating to the terms of the contract of agency;
- Drawing up forwarding and transport contracts;
- Preparing contracts for current accounts;
- Preparation of agreements for a deposit in a public warehouse.
Registered pledges
- Assistance upon pledging of: receivables, dematerialized securities, share of a trade company, industrial property, aggregate, commercial enterprise;
- Drawing-up applications and all documents necessary in the proceedings for entry, announcement and deletion of circumstances before the Central Register of Registered Pledges to the Registry Agency to the Minister of Justice.
- Legal guidance during the proceedings for starting enforcement according to the Registered Pledges Act. Drawing-up of the necessary documentation and legal support in entering the starting of execution into the register. Taking measures to preserve the pledged property.
- Acting as depository in the proceedings for enforcement against the pledged property;
- Initiation and conduct of enforcement proceedings before the bailiff in case of enforcement procedures against the pledged property.
Proceedings before the Commеrcial Register
- Legal advice, drawing up of the necessary documentation and representation of merchants in the proceedings before the Commercial Register of entry of changes and circumstances and announcement of acts under the company files;
- Representation in the procedure before the Commercial Register of entry of change in the company name, the scope of business, the management and/or the manner of representation of the merchant, the registered address, the capital, the ownership and the staff of the merchant, etc.
- Representation in the proceedings before the Commercial Register in entering of other circumstances such as entry of procurator, registration of a branch of a merchant, winding-up and liquidation of a merchant, transformation of companies, entry of a pledge on a company share or a commercial enterprise, etc.
- Legal assistance in the procedure for announcement of annual accounts and other acts subject to announcement before the Commercial Register to the Registry Agency with the Ministry of Justice.
- Legal support in the event of necessary challenging refusals, acts of violation or penalty charge notices issued by the executive director of the Registry Agency or officials authorized by him.
Banking & Finance
Financial Institutions and Regulations
- Incorporation, registration and license of credit and non-banking financial institutions and their branches in Bulgaria;
- Drafting of consumer and corporate contractual lending documentation. Preparation of GTCs, internal procedures, statutory rules and regulations of credit and other financial institutions;
- Provision of comprehensive legal services to banks and financial institutions with regard to their general banking issues;
- Legal support and drafting of agreements and additional documentation related to bank accounts, deposits, loans, bank guarantees and letters of credits.
Corporate Lending
- Structuring of all types of equity and debt financing, including project finance, real estate finance, acquisition finance, etc.;
- Preparation and negotiation of financing contracts on behalf of both lenders and borrowers; drafting of related security documentation;
- Due diligence and overall assesment on credit facility documentation, check up on the collaterals and the additional guarantees;
- Advice on transaction settlement instruments, including escrow accounts, trust account agreements and others;
- Restructuring of bank receivables.
Bank insolvency
- Consulting and representation in claiming receivables before the trustee in bankruptcy and/or challenging of the lists of the receivables acknowledged by the trustee in bankruptcy in proceedings for insolvency of a bank institution within the territory of the country;
- Legal assistance upon participation of a depositor or another creditor of the bank institution (having receivable acknowledged by the trustee in bankruptcy) in the public auction of the property of the bank;
- Legal representation in challenging the actions for an effective realization of the assets of a commercial bank according to the Bank Insolvency Act.
- Conduct of due diligence and support in ongoing procedure for sale of a bank as an entire enterprise or in parts;
- Consulting the trustee in bankruptcy in ongoing procedure for a bank insolvency.
Project financing
- Legal analysis of different aspects of investment projects, European financing and programs;
- Negotiating of banking and non-banking financing of various projects, defining of the tranches of financing and the repayment schedules;
- Negotiating with all parties involved in the project financing: investors, financing parties, construction companies and subcontractors, project operators, suppliers, consumers of the finished product, state authorities, insurers, export insurers;
- Research and procurement of the respective permissions, licenses or concessions in the field of energetics, mining, road infrastructure, telecommunications, sport facilities etc.;
- Drawing-up of any documents relating to the project financing.
Collateral, operating and financial leasing
- Legal advice and analysis according to the legislation in force and effect on: possible securing of receivables, preparation of agreements and other related documents; entry into the relevant registers for the purpose of securing receivables through pledging, registered pledges on movables etc.; mortgages on real estates;
- Taking the necessary actions and legal assistance upon necessary exercising by a creditor of economic rights of a debtor;
- Preparation of documents and contracts on operating and financial leasing according to the valid laws.
Capital Markets
- Comprehensive legal advice to public companies – drafting of primary and secondary public offerings prospectus, corporate governance documentation, organization of general meetings, etc;
- Support in execution of financial instruments (securities, options, futures, swaps, forward contracts);
- Advice on the applicable regulatory conditions and requirements regarding provision of investment services;
- Legal advice, organizational support and implementation of procedures for the issuance of bonds.
Real Estate and Construction
Legal Analysis on Properties
- Support, expert analysis and proposals of appropriate investment targets in Bulgaria;
- Incorporation of commercial companies or special purpose vehicles for acquisition of property or limited real estate rights by foreign investors;
- Ascertainment of the legal and territorial status of properties, including check up on inheritance rights, analysis of the rights arising from acquisition transactions – sale and purchases agreements, exchanges, donations, partitioning, substitutions, wills, etc.
Real Estate Transactions
- Structuring of the sale and purchase agreements, legal analysis on tax and finance aspects;
- Legal advice and participation in negotiations with banks, legal entities and individuals regarding real estate financing;
- Full legal assistance in the process of acquisition of land, completed projects and projects under construction; negotiations with owners, construction companies and others; drafting of preliminary contracts and notary deeds and supportive documentation, participation in notarization proceedings, dealing with all legal and financial aspects of the deal.
Condominium Management
- Advice on choosing the governing bodies;
- Registration of the condominium;
- Preparation of contracts for maintenance and management of residential, public, commercial or industrial buildings.
Lease of Properties
- Negotiations with tenants/landlords;
- Drafting of master lease agreements;
- Registration of lease agreements with the Registry Agency.
Urban Planning and Development
- Advice on procedural matters regarding acceptance, preparation, approval and amendment of territory plans;
- Support in the course of delivery of permits required under special laws needed for the implementation of different investment projects;
- Check up on land status with regards to current zoning status of the land and the possible construction restrictions;
- Support within the administrative procedures related to amending land use.
Construction
- Legal assistance and conduct of the relevant administrative procedures concerning the permission and implementation of construction works;
- Consultations in the field of international construction contracts based on the General Conditions of the International Federation of Consulting Engineers – FIDIC and EPC contracts and their compatibility with the specifics of the Bulgarian construction and tender regulations;
- Assistance and advice on determining the applicable legal requirements according to the type of construction and the persons employed.
Tax and Accounting Law
Corporate tax, distribution of dividends
- Legal consulting on carry-forward of tax losses, correction of accounting errors and change in the accounting policy;
- Legal assistance upon declaration and payment of corporate tax;
- Legal consulting on the tax legislation of the country in transforming companies and transfer of enterprises;
- Legal assistance in winding-up by liquidation or declaring insolvency and upon distribution of a liquidation share;
- Consulting on the options in the legislation for a tax reduction and exemption from corporate taxation;
- Legal consulting on the levy and payment of the tax on the income from dividends and liquidation shares.
Value Added Tax
- Overall legal assistance relating to VAT charging on goods and services;
- Drawing up legal opinions on deliveries and acqusitions exempt from VAT according to the tax legislation in force and effect;
- Legal advice on the manner of VAT charging upon import of goods;
- Legal support in VAT deduction;
- Registration and de-registration from the special register of the National Revenue Agency;
- Legal consulting to the persons registered under the VAT Act on declaration and reporting through the procedures laid down by law.
Local taxes and fees
- Consulting on the payable taxes upon acquisition of properties for valuable consideration; taxes over motor vehicles and other local taxes and fees;
- Legal assistance and representation before bailiffs in enforced collection of due local taxes;
- Legal assistance upon requesting deferral or rescheduling of local fee related debts.
International taxation
- Legal assistance in VAT deduction;
- Legal assistance in realization of an agreement procedure;
- Legal assistance and representation before the National Revenue Agency (NAP) in the proceedings for evidencing the pre-conditions for the application of double taxation conventions.
Accounting service
- Professional accounting and tax consulting services in all fields concerning the financial and accounting needs of the client;
- Representation before the tax administration;
- Legal advice on the alterations to the local tax and financial legislation.
Administrative and judicial challenging of tax adjustment notices
- Challenging of offset-and-refund notices and registration/deregistration decisions under VAT Act;
- Administrative challenging of tax adjustment notices;
- Judicial challenging of tax adjustment notices.
Public procurement
Rules on public procurement
- Advising public authorities on the preparation of feasibility studies and organization of public procurement procedures as well as private individuals participating in them;
- Drawing up any necessary documents for the purpose of organization of a public procurement procedure;
- Legal assistance in drawing up and submission of an offer in open procedure, restricted procedure and public competition for tendering a public procurement procedure;
- Representation and professional support in holding negotiations in a competition procedure, negotiating with a prior invitation call for participation, negotiated procedure with publication of notice.
- Negotiating with entities awarding public procurement procedures and determination of the provisions in the contract in the procedures for negotiating with the contracting entity.
Guarantee of publicity and transparency
- Legal support to contracting entities relating to the drawing up of resolutions in conformity with the law at the stage of awarding;
- Legal advice to entities awarding public contracts during the drawing up of preliminary notices, contract notices and others according to the legislation in force and effect;
- Consulting private individuals in relation with notices published by entities awarding public contracts and issued decisions.
Preparation and conduct of the public procurement procedure
- Legal support of public and/or sector contracting authorities and drawing up of all necessary documents in preparing public procurement procedures;
- Legal advice on determination of technical specifications in preparing the awarding procedure.
Procedure of award
- Legal advice to public and sector contracting entities in selecting and conducting a procedure of awarding of public contracts and/or design contest;
- Drawing up of contracts on subcontracting according to the legal framework.
Public contracts of low value
- Legal assistance to contracting entities and drawing up of all necessary documents in preparing the procedure of awarding public contracts of low value;
- Intermediation in a direct negotiating between entities awarding public contracts of low value and contractors/suppliers;
- Drawing up of awarding contract agreements and public procurement contracts of low value, with a forecast value between BGN 50 000,00 and BGN 270 000,00 and on supplies and services, except for the social and specific services between BGN 30 000,00 and BGN 70 000,00 envisaged by law.
Challenging upon breach of the rules on awarding public contracts
- Legal representation before the Competition Protection Commission in challenging resolutions of entities awarding public contracts;
- Legal representation in challenging resolutions of the Competition Protection Commission before the Supreme Administrative Court.
- Legal representation upon action seeking avoidance of a contract and/or framework agreement on awarding public contracts.
Competition Law
Unfair competition
- Legal representation before the Competition Protection Commission in filing a complaint against actions contradicting the good practice and impairing the interests of the client;
- Legal assistance in filing complaint against actions impairing the good reputation of the client;
- Representation in filing a complaint against misleading actions, misleading and/or comparative advertising and/or imitation.
- Legal protection against unfair competition aimed at unfair acquisition of clients;
- Legal assistance in filing complaints against non-compliance with the prohibition for a disclosure of business or trade secrets.
Abuse of a monopoly or dominant position
- Legal representation upon abuse of a monopoly position, representing an imposition of unfair trading practices;
- Legal assistance in restricting the manufacturing, the trade and the technical development to the detriment of the consumer;
- Legal assistance upon applying different conditions concerning the same kind of agreements towards particular partners, where they are placed in unequal position as competitors;
- Legal protection against the abuse of a dominant position, consisting in unreasonable refusal to deliver goods or render a service to an existing or potential client in order to prevent the business activity carried out by him/them.
- Legal assistance upon forced assumption of additional obligations or signing of additional agreements through the abuse of a monopoly or dominant position.
Abuse of superior bargaining position
- Legal assistance upon the abuse of superior bargaining position, consisting in action or failure to act, whereby the interests of a competitor or a consumer are threatened and/or infringed;
- Legal assistance against ungrounded refusal to deliver or purchase goods or services, imposition of unreasonably arduous or discrimination conditions;
- Legal protection upon ungrounded termination of business relations.
Authorization for concentration operations between enterprises
- Legal consulting upon merger/take-over between two or more independent enterprises or another kind of a change in the control, consisting in concentration between enterprises according to the rules on competition protection;
- Legal assistance and drawing up of a full set of documents upon concentration operations between enterprises and necessary permission from the Competition Protection Commission.
Notice to thе Competition Protection Commission
- Making a claim for the initiation of proceedings before the Competition Protection Commission upon client’s request, whose interests are infringed or under the threat of violence.
- Making a claim for the initiation of proceedings before the Competition Protection Commission aimed at immunity from sanction;
- Initiation of proceedings for a cancellation of acts issued in breach of the law.
Challenging acts of the Competition Protection Commission
- Challenging a decision of the Competition Protection Commission on the imposition of financial penalties and fines before the Supreme Administrative Court;
- Challenging and reduction of sanctions, imposed from the Competition Protection Commission.
General Data Protection Regulation (GDPR)
Preliminary analysis for compliance with the new GDPR requirements
- Provision of a questionnaire for a preliminary analysis of the current level of personal data protection in company’s activity;
- Assistance in answering the questions contained in the questionnaire to be precisely clarified the current status;
- Conduct of a personal meeting with representatives of the company to be analyzed the operation of the personal data processing;
- Analysis of the acquaintance of the employees with the personal data protection and identification of the need of a further training.
Report on the compliance with the GDPR-provisions
- Familiarization with the organizational structure of the enterprise and the units processing the personal data;
- Review of the flow of documents in the company;
- Establishment of the type, goals and scope of the processed personal data;
- Review of the existing technological measures and processes aimed at information and physical security;
- Identification and assessment of the risks in the personal data processing.
Set of model documents for application
- Policies;
- Procedures;
- Declarations;
- Applications;
- Agreements;
- Notifications etc.
Deployment of the new GDPR-systems
- Drawing up an action plan for adaptation of the client activity to the new requirements;
- Creation of a personal data protection team (determination of roles and duties of the team members);
- Provision of instructions for application and further dealing with the prepared model documents and forms;
- Creation of mechanisms for monitoring and reporting the implementation of the measures;
- Testing the created rules and prepared elaborations.
Current monitoring and updating
- Monitoring the amendments to the legal framework and adjustment of the prepared model documents and the information and technical measures deployed, where applicable;
- Discussing with the client eventual changes in the activity, making necessary amendments to the forms and model documents prepared, respectively implementation of said changes;
- Forwarding a monthly bulletin on the current practice of applying GDPR.
Personal Data Protection Officer
- Establishment of the need of obligatory designation of Personal Data Protection Officer;
- Support in selecting external or designating in-house expert – Personal Data Protection Officer;
- Drafting a contract for an external person or a job description for in-house officer;
- Provision of services as an external expert – Personal Data Protection Officer.
Administrative Law
Issuance of individual, general and legislative administrative act
- Legal assistance in initiation and conduct of proceedings before a state body for issuance of permissions and licences, certificates and other individual administrative acts;
- Legal advice, drawing up of statements of opinion, proposals, objections etc. in proceedings for issuance of general administrative acts and legislative administrative acts.
Conclusion of administrative contracts
- Initiation before state authorities of proceedings for the conclusion of administrative contracts;
- Legal assistance in inquiry by the court of preliminary enforcement of administrative contracts.
Issuance of any kind of licences, permissions, concessions, etc.
- Compiling of offers and a full set of necessary documents for the participation in the concession award procedure;
- Consultations, drawing up of all necessary documents and representation before the competent authorities in relation with the issuance of licenses and permissions;
- Legal assistance upon issuance of special sector permissions in the field of the energetics, telecommunications, construction, logistics, outsourcing, hotel industry and tourism, agriculture.
Administrative challenging of acts
- Administrative challenging of individual and general administrative acts;
- Challenging of the decisions issued by state authorities according to the Concessions Act;
- Submission of proposals and reports on action/failure to act tainted with illegality on the part of administrative bodies and officials.
Legal challenging of acts
- Legal representation before the administrative or district courts in cases at first instance;
- Legal representation before the Supreme Administrative Court in cases at second instance.
Annulation of legally valid court acts
- Legal representation in proceedings for annulation of legally valid decisions issued by the administrative courts;
- Legal representation in case of inquiry by third parties of legally valid court rulings and agreements before the court.
