Agreed on it verbally? Does it count, and can you prove it?

Many of a startup's deals start without a signature: a conversation at a meeting, a phone call, a quick "deal" in a chat. Most of them go fine. When one doesn't, the question "did we have a contract?" quickly turns into "can you prove it?". Those are two different questions with different answers.

This article takes them one at a time. First: when a verbal agreement is valid at all, and when the law requires a particular form. Second: who has to prove the agreement in court, and with what. Then we go through the channels we use to make deals today, five typical situations, and the practical ways to leave a written trail. Where another of our articles covers a topic in depth, we link to it.

This article is about dealings between businesses. Contracts with consumers have extra rules, covered in our B2C compliance checklist. All amounts are in euro. Where an amount is an indicative practice estimate rather than a rule, we say so.

1. Is a verbal agreement valid?

Bulgarian law lets the parties set the content of their contract freely (Art. 9 of the Obligations and Contracts Act, ZZD). A contract is concluded at the moment the acceptance of an offer reaches the person who made it (Art. 14 ZZD). Writing is not a general condition for that. For commercial deals the law says so expressly: a written or other form is needed for validity only where a statute provides for it (Art. 293(1) of the Commerce Act, TZ).

In other words, if the law does not require a special form for that type of contract, a verbal agreement binds the parties just as a written one does. The difference usually shows up later, when someone has to prove what was agreed.

When the law requires a form

For some contracts the law requires a set form, and without it the contract is void: it does not create the rights and obligations the parties intended (Art. 26(2) ZZD). Whatever was handed over under such a contract has to be returned (Art. 34 ZZD). These are the cases that most often affect founders:

• Transferring shares in an OOD or EOOD: a written contract with the signatures and the content notarised at the same time (Art. 129(2) TZ). What this means between partners is in our article on the co-founder relationship.
• Transferring a business as a going concern: the same form (Art. 15(1) TZ).
• Transferring ownership of real estate: a notarial deed (Art. 18 ZZD).
• A preliminary contract to conclude a contract that must be notarial or notarised: written form (Art. 19(1) ZZD).
• An employment contract: written form (Art. 62(1) of the Labour Code). Details in our employment law article.

If your deal falls into one of these, "we agreed on it verbally" is not enough, however clear the evidence of it may be.

Form for validity and form for proof

It helps to separate two kinds of requirement. A form for validity is one without which the contract is void: the cases above. A form for proof is different: the contract is valid without it, but in court the law limits how you can prove it. Most everyday commercial arrangements (a service, a delivery, a discount) fall into the second group. There the risk is not that the contract "doesn't count", but that you won't be able to show what you agreed.

2. Who has to prove the agreement?

In a court dispute each party has to prove the facts it relies on (Art. 154(1) of the Civil Procedure Code, GPK). This is called the burden of proof: if you claim there was a contract and that you are owed money under it, you have to prove it. If you can't, your claim is dismissed, even if the contract really existed.

The witness threshold

The most important limit for verbal agreements is in Art. 164(1)(3) GPK: witnesses are not allowed to establish contracts worth more than roughly EUR 2,556, unless they were made between spouses or close relatives. The threshold is "more than": a contract worth exactly that amount can still be proven with witnesses.

The same article also bars witnesses in two other cases that matter in business: to prove a change to, or cancellation of, a written contract you are a party to (point 5), and to prove that a money debt established in writing has been paid (point 4).

The practical conclusion is simple: above the threshold, a verbal agreement is proven with a written trail (emails, messages, invoices, bank transfers, accounting entries), or it is hard to prove at all.

The exceptions

The law allows witnesses above the threshold in two cases:

• Express consent of both parties (Art. 164(2) GPK). It has to be express and is never presumed. In a dispute the other side rarely has a reason to give it.
• A lost or destroyed document: where the law requires a written document and you prove it was lost or destroyed through no fault of yours (Art. 165(1) GPK).

Having no written contract does not automatically mean losing the case. The court weighs accounting entries according to how properly they were kept and in light of the other evidence (Art. 182 GPK), and between merchants properly kept commercial books can serve as evidence (Art. 55(1) TZ). A bank transfer, though, proves only the payment and that the parties had some dealings. On its own it does not prove all the other terms that were never written down.

3. Email, chat, phone, meeting: what each is worth

Email

An email is an electronic document, and the written form is met where there is an electronic document containing an electronic statement (Art. 3(2) of the Electronic Document and Electronic Trust Services Act, ZEDEUU). For commercial deals the Commerce Act adds that the written form is met if the statement is recorded technically in a way that allows it to be reproduced (Art. 293(4) TZ). At EU level, an electronic document cannot be refused as evidence solely because it is electronic (Art. 46 of Regulation (EU) No 910/2014, known as eIDAS).

One point about signatures. A plain email is not the same as a handwritten signed document. A simple or advanced electronic signature has the force of a handwritten one only if the parties agreed so (Art. 13(4) ZEDEUU). A qualified electronic signature has the force of a handwritten signature by law (Art. 25(2) eIDAS).

When an email chain contains a clear offer and a clear acceptance, it is itself a written contract and proves the terms written in it. It does not prove other verbal arrangements that are not in the text: for those, the witness limit still applies.

WhatsApp, Viber, Messenger and SMS

Messages in apps are electronic documents too. In court you usually file a printout or a screenshot, which is a paper copy certified by the party. If the other side asks, you must produce the document in electronic form (Art. 184(1) GPK). If it is disputed, the court can appoint an expert witness, a specialist with technical knowledge (Art. 195(1) GPK), to examine the devices and files.

Two things help in practice. Keep the original messages on the device, plus an export with dates and times. And don't rely only on the fact that a message came from a certain number or profile: on its own that does not prove who physically wrote it. A notary can record what was on a screen at a given moment, but that does not prove the content wasn't changed beforehand.

Phone and meetings

An agreement made on the phone or at a meeting is a verbal agreement, with the same witness threshold. "We agreed at the meeting" carries no weight of its own. The fix is to turn the conversation into a written trail straight away: minutes of the meeting with the date, the people present and the decisions, signed by someone who can represent the company, or a confirmation email the other side replies to.

Recording conversations is a separate and sensitive topic that this article does not cover.

4. Five situations founders end up in

A contractor with no contract, a client who won't pay

A freelancer or a small agency builds a website for a verbally agreed fee of roughly EUR 3,070. The site is finished, and the client refuses to pay, saying the project "wasn't approved".

The amount is above the threshold, so witnesses to the contract itself are not allowed. The contractor has to prove the agreement with a written trail: emails and messages about the scope and price, files delivered, a partial payment, signs that the client used the result. If the client accepted the work without raising objections, it is treated as accepted (Art. 264 ZZD). That is why a written acceptance, even a short "received, all good" by email, is worth having.

The court fee for a claim is 4% of the amount, with a minimum of EUR 25.56: about EUR 123 on a claim of EUR 3,070. The losing side generally pays the other side's costs in proportion to the part of the claim it loses (Art. 78 GPK). If the contract cannot be proven, a claim for unjust enrichment remains, that is, for the return of a benefit the client received without legal grounds (Art. 59 ZZD). It is available only when there is no other claim, and the contractor has to prove exactly how the client was enriched.

Who owns the code and the design when there is no written contract is a separate question: see our intellectual property article. Working without a written contract is also on the list in our article on startup legal mistakes.

Partners with no written agreement

Two founders agree verbally on a 50/50 split of profit and work, but in the Commercial Register their shares are 70/30. Two years later one of them leaves and asks for half the market value of the company.

A verbal arrangement cannot change the shareholding: transferring a share requires notarial form (Art. 129(2) TZ). And a partner who leaves an OOD does not get a market valuation. The financial consequences are settled on the balance sheet at the end of the month in which their participation ended (Art. 125(3) TZ). A simplified example: with a market valuation of EUR 200,000 and net assets on the balance sheet of EUR 20,000, a partner with 30% receives about EUR 6,000, not EUR 100,000.

What partners should put in writing, and when, is in our article on the co-founder relationship and our article on corporate structure.

A client who promised more work

A client promises verbally to renew a contract worth roughly EUR 2,050 a month for another year. The founder hires two people to take on the work. The client stops answering.

A verbal promise of a future contract can be binding: the law requires writing for a preliminary contract only when the final contract must be notarial or notarised (Art. 19(1) ZZD). But above the threshold such a promise is hard to prove.

Separately, the law requires parties to negotiate in good faith, and otherwise they owe compensation (Art. 12 ZZD). If it is proven that the client negotiated in bad faith, the other side can seek compensation. In practice this usually covers the costs actually incurred, not the revenue lost over the whole year.

If you already work with the client, the term and the renewal belong in the contract. The red flags in our article on supplier contracts work for your customer contracts too.

A discount agreed on the phone

The written contract is for roughly EUR 5,110. On the phone, the seller promises a 20% discount. The buyer pays roughly EUR 4,090, and the seller later claims the difference of roughly EUR 1,020.

Art. 164(1)(5) GPK applies here: witnesses are not allowed to prove a change to a written contract the party took part in. The signed contract proves that the statements in it were made by those who signed it (Art. 180 GPK). The seller only has to show the contract. The buyer has to prove the discount and, without the express consent of both parties, cannot do so with witnesses. Late payment also carries statutory interest (Art. 86 ZZD).

The takeaway: confirm every change to a written contract (price, deadline, scope) in writing, with an amendment or at least with an email the other side replies to.

Someone working without an employment contract

A new person starts "on a trial period" on a verbal understanding while the paperwork is prepared.

Here the verbal arrangement is not a question of proof but of law. A relationship in which someone provides their labour is governed only as an employment relationship (Art. 1(2) of the Labour Code). The employment contract must be in writing (Art. 62(1)), and the employer may not let the person start work before giving them the signed contract and a copy of its registration with the revenue agency (Art. 63(1) and (2)). When the labour inspectorate finds such a relationship, it declares by order that an employment relationship exists (Art. 405a), and the breach is sanctioned per person.

The sanction amounts, the registration with the revenue agency and the line between a civil contract and employment are in our employment law article.

5. When a verbal agreement is enough

A verbal agreement is not a mistake in itself. It is reasonable for small amounts (indicatively up to about EUR 500, by practice estimates) and for routine deliveries between partners who have worked together for a long time. The Commerce Act also has two rules that, under certain conditions, work in favour of informal arrangements.

Silence as consent

An offer to a merchant with whom the offeror has lasting business relations is treated as accepted if it is not rejected immediately (Art. 292(1) TZ). This is tacit consent, but only in that narrow case. Outside it, silence is not consent: with a new client or an individual, no answer does not mean "yes".

Conduct that confirms

Where the law or the parties themselves have set a form for a commercial deal, a statement made without that form is void (Art. 293(2) TZ). But a party cannot rely on the nullity if its conduct shows it did not dispute the statement, for example it accepted performance without objection (Art. 293(3) TZ). Don't rely on this rule where the law requires notarial form, as with shares in an OOD or real estate: there, the form has to be met.

6. Five trails that make an agreement provable

Nothing below replaces a form the law requires, such as notarisation for shares or a written employment contract. These are pieces of written evidence that make an ordinary commercial arrangement much easier to prove and lower the risk of a dispute.

1. A confirmation email after every important arrangement. Send it the same day and include: the names and company numbers (EIK) of both companies, who is writing and in what capacity, the exact scope of the work or delivery, the price and whether it includes VAT, the deadline and payment due date, and how acceptance will work. Ask for an explicit reply. For example:

Hello [Name], we confirm what was agreed at our meeting on [date] between [Company 1, EIK] and [Company 2, EIK]: 1) scope: [description]; 2) price: EUR [amount] excluding VAT; 3) deadline: [date]. Please confirm by replying to this email.

The explicit reply matters: outside the narrow case in Art. 292 TZ, no objection is not consent.

2. A pro-forma invoice before you start. A pro-forma is a written offer on your terms. When the client pays it, that is a strong sign they accepted the terms in it.

3. An advance with a precise payment reference. A transfer with a reference such as "Advance under offer No 12/2026" is written evidence of the payment and that you have dealings. It proves only what was paid and what the reference says, not the whole unpaid scope.

4. An acceptance record. A signed handover and acceptance record proves that the work was delivered and accepted. By law, the client must inspect the work on acceptance and raise its objections. If it doesn't, the work is treated as accepted, except for defects that an ordinary inspection could not reveal (Art. 264 ZZD).

5. A detailed invoice. An invoice is a private document that the court weighs together with all the other evidence. It carries more weight when the client has accepted it, booked it or paid part of it. The tax side of invoices is in our tax article.

7. Amount and risk at a glance

The table sums up what the law says. The third column is practical advice, not a legal rule.

Situation	Witnesses in court	What helps
Contract up to roughly EUR 2,556	Allowed	A short written confirmation
Contract above roughly EUR 2,556	Only with express consent of both parties	Email, pro-forma, advance, acceptance record
A change to a written contract	Only with express consent of both parties	An amendment, or an email with a reply
A contract the law requires a form for	They don't save it: without the form it is void	Meet the form

The grounds are in Art. 164 GPK and Art. 26(2) ZZD. For larger and longer deals, practice is simple: a detailed written contract, signed on paper or with a qualified electronic signature.

What such a contract should contain when you sell to a business is in our article on customer contracts.

8. Checklist

Before and during the deal

• You agreed at a meeting or on the phone. Send a confirmation email the same day (parties, scope, price with or without VAT, deadline) and ask for an explicit reply.
• You exchanged emails or messages. Keep the originals on the device and an export with dates and times. In court a printout is a copy, and the original can be requested.
• You sent an offer and got a verbal "yes". Issue a pro-forma for an advance with a precise payment reference, and start work once it is paid.
• The client wants to start without a contract "because there's no time". Send a short written order with your general terms and ask for written confirmation. General terms bind the other side if it states in writing that it accepts them or, between merchants, if it knew of them and did not object straight away (Art. 298(1) TZ; see also Art. 16 ZZD).

If the client refuses to pay

1. Check the due date. If a payment date was agreed, the debtor is late once it passes. If not, the debtor is late after you demand payment (Art. 84 ZZD). Send a written demand.
2. Check the limitation period, the time after which the claim can no longer be enforced. The general period is five years (Art. 110 ZZD). For some claims, such as compensation and penalties for breach of contract, interest and other periodic payments, it is three years (Art. 111 ZZD). An ordinary demand does not stop the clock. It is interrupted when the debtor acknowledges the claim or when you file a claim in court (Art. 116 ZZD).
3. Gather the written evidence: invoices, emails, messages, acceptance records, bank transfers, accounting statements.
4. Check the debtor's assets in the Commercial Register and the Property Register before you spend money on a case.
5. Apply for an order for payment. This is a fast court procedure for money claims in cases that belong to the district court, as a rule up to roughly EUR 12,782 (Art. 410 GPK). The fee is 2% of the amount, with a minimum of EUR 12.78. Merchants, including every OOD and EOOD, must file the application electronically, through the Unified e-Justice Portal (Art. 410(5) GPK). If the debtor objects within the one-month deadline (Art. 414(2) GPK), you have one month to file a claim and top up the fee to 4% (Art. 415(4) GPK). If you don't, the court cancels the order (Art. 415(5) GPK).

A real dispute is the moment for a lawyer. When and how to choose one is in our article on choosing a lawyer.

This article is general information as of October 2026, not individual legal advice. NOMELIA publishes legal research and is not a law firm. The thresholds of BGN 5,000 and BGN 25,000 in the Civil Procedure Code are still expressed in leva in the statutory text; the euro amounts are converted at the fixed rate of EUR 1 = BGN 1.95583 and rounded. Court fees are given in euro as set in the current tariff. The amounts in the examples are illustrative, and the small-deal threshold is an indicative practice estimate.

This article is part of our overview of the Bulgarian laws every startup should know.

The full picture, stage by stage: starting a startup in Bulgaria - a step-by-step legal guide.