General meeting of VCC - convening, conducting, online GM

When a variable capital company is owned by several partners, the main body of the VCC is a general meeting of partners/shareholders (GM). Partners can be Bulgarian individuals or legal entities, as well as foreign citizens or companies. The convening of a general meeting can happen in several ways and for many reasons.

Annual General Meeting (AGM)

According to Bulgarian Commercial Act, the general meeting of shareholders in VCC must be held at least once a year, by 30th of June. This usually takes place at the company's registered office unless the articles of association stipulate another location within the territory of Bulgaria. The GM consists of all shareholders. The general rule is that each shareholder has a voting right proportional to the nominal value of his/her share, although alternative arrangements may be specified in the articles of association.

How can you determine who the shareholders of a VCC are?

Information about the shareholders is not subject to entry in the Commercial register or in the articles of association. Consequently, up-to-date information about all partners in the VCC can be found in the Shareholders book. Shareholders registered in the Shareholders book as of the last day of the month preceding the date of the general meeting are entitled to vote. For example, if you hold a general meeting on June 30, 2026, you can invite all partners, but only those registered in the Shareholders book as of May 31, 2026, will have voting rights.

Convening the general meeting

The general meeting of partners in VCC is convened by the manager or the board of directors. Shareholders holding 5% of all shares in the VCC are also entitled to convene the general meeting. Minority shareholders have additional rights, including convening a general meeting on an issue they consider important. If their request is not acted upon within 1 month or if a meeting is not held within 3 months, they may independently publish a notice in the Commercial register to convene the meeting.

The convening of the general meeting requires an invitation to the partners.

The invitation may take one of the following forms:

• written notice published in the Commercial register at least 15 days prior to the general meeting date; or
• a notice sent via electronic means with explicit confirmation of receipt, received at least 7 days prior to the general meeting date; or
• a written notice.

Bulgarian law provides flexibility in drafting and delivering the notice, as well as in conducting the general meeting. A notable innovation is that the meeting or the participation of an individual partner may occur remotely using electronic device. However, this option must be provided for in the articles of association and/or the notice.

Conducting the general meeting

The general meeting of shareholders in a VCC may be held either in person or online. Remote participation in the general meeting (online GM) can take place in one of the following ways:

• Real-time broadcasting of the general meeting;
• Two-way real-time communication allowing partners to participate in discussions and decision-making from a distance; or
• Voting mechanisms available before or during the general meeting without requiring a proxy to attend in person.

The law requires the VCC to implement measures for identification through appropriate electronic means and security measures as necessary to achieve these goals. You can hold a virtual GM that meets all legal requirements through our platform after registration.

A record of the general meeting is kept in a protocol, which can be in paper or electronic format. The protocol includes the agenda, the decisions taken on all matters, and is signed by the chairperson and secretary. Attached to the protocol are the list of participating partners, documents related to the convening and conduct of the meeting, and an excerpt from the Shareholders book. Decisions of the GM take effect immediately unless their implementation is postponed.