What protections should a Bulgarian buyer include in a share purchase agreement to secure post-closing indemnities?

When buying a Bulgarian company, the main way to protect yourself from hidden liabilities after closing is through a well-structured Share Purchase Agreement (SPA).

In practice, buyers usually require standard seller warranties covering ownership of shares, financial statements, taxes, compliance with law, employees, litigation and assets. Tax and title warranties are considered essential in Bulgaria.

For identified risks (for example tax exposure or pending disputes), buyers often request specific indemnities, which are not limited by general warranty thresholds.

Liability is normally limited through:

Caps (often 10–30% of the purchase price for general warranties

Higher or full caps for tax and ownership matters

Survival periods of 12–24 months, and up to 5 years for tax matters

To secure potential claims, it is common to use a purchase price holdback or escrow, typically 5–15% of the price, released after the warranty period expires.

Overall, buyer protection in Bulgaria is largely contractual, so careful drafting and proper due diligence are key. In most transactions, working with a local lawyer and a business consultant helps reduce risk and avoid unexpected liabilities.

Bugarska NET – Business & Company Formation Consulting in Bulgaria

Hello,
to be correct the answer needs more accurate information on the aquiered company, but here is some general optiions
A Bulgarian buyer should focus on three key warranties: (i) title to shares (seller owns and can freely transfer them), (ii) financial statements (true and fair, no undisclosed liabilities), and (iii) taxes (all filings made, no pre-closing tax exposure).
Title and tax warranties usually survive 5 years and are uncapped or have higher caps, while financial warranties survive 12–24 months and are subject to a general cap.
To secure post-closing claims, parties commonly agree on an escrow, holding 10–15% of the purchase price.
The escrow funds are available to satisfy valid warranty or indemnity claims and are released to the seller after the agreed survival period, except for pending claims.