We're an EAD with a single owner. Is it just as complex for us?
No — for an EAD the resolution is adopted by the sole owner of the capital, with no meeting and no notices, which simplifies the procedure considerably. What remains, though, is recalculating the nominal value of the shares and amending the statutes, so even for an EAD we work after a brief review rather than to a template. The quote for a standard EAD without share classes is close to that for an OOD.
What happens to bearer shares?
Bearer shares have been abolished in Bulgaria and have long been subject to conversion into registered shares. If your company has not yet converted its shares, that has to be resolved before or together with the conversion — we will tell you how the two procedures fit together once we review the company file.
Can the share nominal end up as an "ugly" number?
On an exact recalculation at the rate — almost always. The law handles this simply: the nominal is rounded to the cent, the capital equals the nominal times the number of shares, and the difference is booked as retained earnings or an uncovered loss (Art. 31(1)–(3) of the Euro Introduction Act). The ±5% adjustment under Art. 32(5) is provided only for an OOD or EOOD. A rounder nominal (e.g. €0.50 or €1.00) requires a capital increase or reduction under the Commerce Act — which option is clean for your structure we show in the quote, with specific figures.
We also have a planned capital increase. Should we do them together?
Yes — under Art. 32(4) of the Euro Introduction Act (as amended, State Gazette No. 82/2026), a capital increase is one of the amendments with which the statutes with the converted capital must be filed; the two amendments to the statutes can go through a single general meeting and a single application, which saves a second procedure. Because a capital increase has its own rules (contributions, subscription, deadlines), the combination is planned carefully — describe your intention in the enquiry.
How much does it cost for an AD?
It depends on the structure: a standard EAD without share classes is close to the price for an OOD; an AD with several share classes, many shareholders or accompanying changes requires more work. That is why we don't publish a single price but return a specific quote within 24 hours after reviewing the statutes — the review is free and with no obligation.
What is the deadline for an AD or EAD?
The same as for all companies with capital registered in leva: 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). If you amend the statutes on another ground before then, the statutes with the converted capital are attached to that application (Art. 32(4)). If the amendment has not been adopted by 31 December 2028: a property sanction of ≈ €77–767 on the company and a fine of ≈ €51–511 on the person at fault; double on repetition (Art. 59(2), (4)(8) and (5)(7)). Details — on the
deadline and
penalty pages.
What majority and quorum are needed to amend the statutes?
The general meeting adopts the resolution by a majority of two thirds of the capital represented — the statutes may require a larger majority (Art. 230(2) of the Commerce Act) — and only if at least half of the capital is represented at the meeting (Art. 227(2)); if there is no quorum, a new meeting is scheduled no earlier than 14 days later (Art. 227(3)). The notice is announced in the Commercial Register at least 30 days before the meeting, unless the statutes provide for convening by written notices only (Art. 223(3) and (5)). Where a resolution affects the rights of a class of shares, voting is by class (Art. 228(2)). The amendment takes effect on its entry in the Commercial Register (Art. 231(3)). For the deadline under Art. 32(1) of the Euro Introduction Act it is enough that the amendment is adopted by 31 December 2028; it is presented to the register under Art. 32(4). In an EAD, all of this is replaced by a written resolution of the sole owner (Art. 219(2) and Art. 232a).