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Power of Attorney

When buying land or property in Bulgaria, many non-residents are unable to attend every meeting relevant to the purchase. In this instance, they may grant someone a Power of Attorney. This Power of Attorney must be notarised in order for it to be valid and it may be used in a multitude of situations but the most common are when registering a company, opening a business bank account or purchasing a property.

A Power of Attorney (PoA) can be notarised by any qualified notary in any part of the country, regardless of the content of the PoA. This is unlike the signing of a Notary Deed for purchasing of property, where only the Notary who is territorially competent at the location of the property is allowed to prepare the Notary Deed.

 

All PoAs must be translated into Bulgarian by a registered translator in order for them to be valid for notarisation. The registered translator must sign the PoA too. It is however possible for the person issuing the PoA to declare that he/she understands Bulgarian and is fully aware of the content of the document. The matter of tgranslation and declaring comprehension of the edocument is not taken lightly and no decent notary will notarise the document, when it is clear you do not have full command and comprehension of Bulgarian. You are responsible for finding a translator. Even when your PoA is written in both English and Bulgarian, a translator must certify the equal meaning of both the Bulgarian and the English text.

If you are not present in Bulgaria there are two ways to notarise a PoA (or any other document requiring notarisation).

You can provide a specimen signature of a company director, a Declaration of Marital Status and a Declaration on the Origin of the Money for a real estate transaction and go to the Bulgarian Embassy to have your document notarised there. If the PoA is in both English and Bulgarian then the official will notarise it without requiring a sworn translator. Strangely enough, nobody in Bulgaria has questioned this practice so far.

If the PoA is only in one language, the official will make you find your own translator or will provide someone who is registered with the Embassy.

The other solution, if you are not present in Bulgaria and the Bulgarian Embassy is not accessible to you, is to visit any notary in the UK. Beware, they will only be able to notarise the English version of the document, regardless of whether it is in one or both languages. The issue here is that once the document has been notarised in the UK, it requires the authorisation in the form of an Apostille from the Foreign and Commonwealth Office in London. An Apostille validates the notarisation in all countries who signed the Hague Convention of 1961, which includes Bulgaria.

For the notarised and apostilled PoA to be accepted in Bulgaria, the Apostille must be officially translated into Bulgarian, although many authorities do not now require this. If the PoA is in English only, the whole document, together with the Apostille, must be translated. The providing of the Apostille is a duty of the notary. Every notary should know that a PoA designated for another country that is a party to the Hague Convention, will only be valid if it is apostilled.

A general PoA which describes the powers of proxy in general terms, without any precision or specifications, will not stand up under Bulgarian law.

Such PoA is not just invalid, but is impossible to use as almost all authorities, individuals and legal entities would require a precise description of relevant actions assigned to the proxy. This refers even more to notaries and especially in relation to conveyancing.

At the start of the Bulgarian property boom, notaries, especially outside Sofia, would accept all sorts of PoAs. For example, a director of a limited liability company empowers a person to accomplish whatever real estate transactions he deems appropriate. This is unlawful, given then a special Resolution has to be adopted by the General Assembly of the Shareholders of a company for any transaction involving the disposal of real estate.

The PoA in favour of the person who will be representing you must describe in as detailed a way as possible the type, location, size and seller of the property. It is not fatal if any of these elements are missing but they must be sufficient to allow the notary to individualise the property beyond doubt.

Very raraly notaries require the price ot be mentiopned in the PoA but if you are not sure about the exact price at the time of making the PoA you should add "at a price that he/she finds appropriate" instead of an undertain figure, because then the notary will be obliged by the set figure and is not allowed to make any changes to it.

Thus, the general rule is to make the PoA as detailed as possible and describe explicitly all possible actions to be allowed. To avoid detailing facts that you are not sure about which may obstruct the proxy in his actions. A general sentence such as "to complete any other actions related to the above" or "to represent me before any other third persons in relation to the above". Considering the generality of these sentences you must, however, be sure that you trust the proxy representing you and only include these phrases if you want to make sure that he will be able to make additional actions, when such actions would be accepted as valid.

A PoA can only be cancelled by the person who empowers it. This has to be done by retrieving the original PoA and through an official notifaction of the notary who has notarised the original PoA.

Many authorities, notaries, physical and juridicial persons and banks, will still accept copies of the PoA without asking to see the original, which makes the protection of your rights difficult. Any actions done by way of a withdrawn PoA would be invalid too but subsequent actions for providing this has happened will have to be taken in order to declare the actions invalid. A possible way to limit the possibility of unscrupulous actions by your proxy is to limit the term of the PoA. But of course it is obvious that such limitation is impossible when a PoA is meant to serve for repetitive actions for an indefinite period of time.

When limiting the term of a PoA you must make sure that the terms for completion of the actions will be sufficient and take into account unexpected obstacles which may appear. You may limit the powers of your proxy by including protective clauses in the PoA such as "No copies of the present PoA are to be accepted unless the original is presented as well".

 

Roumen Petrov and Asja Mandjukova

GPNG Law Firm, Sofia www.gpgn-law.org