Termination of partner’s participation with pre-notice
The participation of a partner in a limited liability company can be terminated on the grounds as provided in the Bulgarian Commercial Act.
One of the possibilities for termination of the partner’s participation is through a written notice of the leaving partner. The termination is a consequence of the will of the partner, as a legally admitted right to voluntarily leave the company, where the partner shall submit a written notice. The only prerequisite is that the notice shall be in written form and shall have a specific term – at least three months or longer, as provided in the company’s memorandum of association.
The moment of termination is not specifically provided and regulated by the Commercial Act. Despite of the lack of explicit legislation in this regard and since the written notice is а right of the partner to cause a unilateral change in the company’s personal structure, the termination is considered to be effective as of the moment of expiration of the notice.
It is not necessary for the company to vote for a decision. Since this is a voluntarily act of the partner to leave the company, the law does not require the latter to vote for a specific decision with regard the shares of the leaving partner.
The termination of the participation shall not be dependent on other circumstances, including settlement of the property relations between the leaving partner and the company and the fate of the shares of the leaving partner. What will happen with these shares is subject to a future decision of the company and does not impact on the partner’s leaving itself. The settlement of the property relations is a legal consequence of the termination of the participation, but is not a prerequisite for it. The expiration of the term of the written notice has an automatic terminating effect with regard the participation of the partner and with the occurrence of this effect the partner loses the right to argue the decision of the General Meeting of the company, taken after the termination.