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Capital conversion combined with another change — one procedure instead of two

Planning to change the name, move the registered seat, change the partners or change the capital? Since the amendment that entered into force on 8 September 2026 (State Gazette No. 82/2026), the articles with the converted capital are filed with the Commercial Register when the company amends its articles on another ground or, for an OOD or EOOD, adjusts the capital by up to 5% (Art. 32(4) and (5) of the Euro Introduction Act, as amended). So both changes go through in one set of minutes, one updated constitutive document and one application — and for the capital conversion itself no fee is due, even when it is combined.

One application for both changes The capital conversion: no fee A combined quote within 24 hours

The arithmetic of the procedure

Two changes, one procedure

Change 1 Your planned change

A new name, a new registered seat or address, a change of partners, an increase or reduction of the capital…

Change 2 The capital conversion

The capital and the shares — in euro; for an OOD or EOOD, with an adjustment within ±5% where appropriate (Art. 32(5) of the Euro Introduction Act); which value is suitable is assessed by the lawyer.

Result One set of minutes · one agreement · one application

The two resolutions — in one set of minutes; one updated constitutive document; one application A4 to the Commercial Register.

The rule works one way: an amendment of the articles on another ground carries the conversion with it (Art. 32(4), as amended). Other filings — annual financial statements, procura, branches, pledges, attachments, liquidation, beneficial owners — can go ahead without amended articles (Registry Agency, 3 September 2026). The deadline for adopting the amendment is 31 December 2028 — see the deadline page.

The common combinations

The four most common combinations — and the form of the minutes

The combination determines the form: if the other change is among those expressly listed in Art. 137(4) of the Commerce Act, the minutes require notarial certification of the signatures and the content — and that certification in practice covers the capital conversion resolution included in them too. If it is not, written form is as a rule sufficient.

Minutes: as a rule with a notary

Capital conversion + change of manager

The election of a manager is among the resolutions under Art. 137(4) of the Commerce Act — the minutes require notarial certification of the signatures and the content, unless the partnership agreement provides for written form. A change of manager does not necessarily amend the partnership agreement. If it does, the articles with the converted capital are attached to the same application. The capital conversion is added to the same minutes, at no separate fee.

Art. 137(4) of the Commerce Act

Minutes: with a notary for a new partner

Capital conversion + transfer of shares

A transfer of a share to a new member changes the partners — one of the cases in which the articles with the converted capital are attached to the application (Art. 32(4) of the Euro Introduction Act, as amended). Consent to admit a new partner and to transfer a share to a new member is on the list under Art. 137(4) of the Commerce Act. For a transfer between partners no such resolution is required (Art. 129(1) of the Commerce Act) and the minutes are as a rule in written form — what remains notarially certified is the transfer agreement itself (Art. 129(2) of the Commerce Act). The shares are being redistributed anyway — this is the most convenient moment to express them directly in euro, with a computation in which the sum of "number of shares × nominal value" equals the capital.

Art. 137(4) and Art. 129 of the Commerce Act · Art. 31(5) and Art. 32(4) of the Euro Introduction Act

Minutes: as a rule written form

Capital conversion + a new seat or address

The change of the registered seat and the address of management is an amendment of the partnership agreement — outside the list under Art. 137(4) of the Commerce Act, as a rule in written form. The two amendments go into one updated agreement and one application.

Art. 137(4) of the Commerce Act · Art. 32(4) of the Euro Introduction Act

Minutes: as a rule with a notary

Capital conversion + increase or reduction of the capital

Changes to the capital are on the list under Art. 137(4) of the Commerce Act, and a capital increase or reduction is one of the cases in which the articles with the converted capital are attached to the application (Art. 32(4) of the Euro Introduction Act, as amended). Since you are changing the capital, the new amount is expressed directly in euro. The ±5% adjustment at the capital conversion itself is carried out under the special procedure of the Euro Introduction Act (Art. 32(5)) and does not go through the Commerce Act procedure for increasing or reducing the capital.

Art. 137(4) of the Commerce Act · Art. 32(4) and (5) of the Euro Introduction Act

At an EOOD, the resolutions of the sole owner follow the same rules on form (Art. 147(2) of the Commerce Act).

How it works in practice

Three steps — as many as for a single change

Describe your plan in the order

You give the UIC and what you are planning — a new seat, a change of partners, a capital increase. The lawyer reviews the company file ex officio and returns a combined quote with the exact form of the documents for your case.

≈ 2 minutes on your side · a quote within 24 hours

One set of minutes, one updated document

The two resolutions are adopted in one set of minutes (or in one resolution of the sole owner), and the articles of association or the partnership agreement is updated once — with the new change and with the capital in euro. The full set — document by document.

We draft it · within 2 business days

One application to the Commercial Register

A lawyer files everything with one application and tracks the company file through to the entry. For the capital conversion no fee is due (Art. 32(4) of the Euro Introduction Act) — only the fee for the other change is due, as it would be without the combination.

We file it · Register: about 2–3 weeks (as at September 2026)

Questions about combining

What people ask us about the combined procedure — with the statute articles

Can I file the change without the capital conversion?

It depends on the change. If it amends the articles or partnership agreement — name, seat and address, partners, capital — the law requires the articles with the converted capital to be attached to it (Art. 32(4) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). If it does not amend the articles — for example the annual financial statements, a procura, a pledge or beneficial owners — that filing can go ahead without the articles with the converted capital (Registry Agency, 3 September 2026); the amendment must still be adopted by 31 December 2028.

Do I pay more fees when I combine the two changes?

No. For the capital conversion itself no state fee is due (Art. 32(4) of the Euro Introduction Act) — both when it is on its own and when it is combined. When the conversion is filed together with another change, you pay one fee — for the other change. The register's system also calculates a fee for the conversion, but according to the Registry Agency (24 March 2026) no second fee is due, and the application is accepted even if the amount paid differs from the one displayed.

Are two sets of minutes needed for the two changes?

No — the two resolutions can be adopted in one set of minutes from one meeting (or in one resolution of the sole owner). If any of the resolutions is among those listed in Art. 137(4) of the Commerce Act (for example the election of a manager or a change to the capital), it requires notarial certification of the signatures and the content — and since the document is certified, the certification in practice covers the whole minutes, including the capital conversion resolution. The exception: the partnership agreement may provide for written form.

Do we need the capital conversion to publish the annual financial statements?

No. Annual financial statements can be published without amending the articles for the conversion (Art. 32(4) of the Euro Introduction Act, as amended, State Gazette No. 82/2026; Registry Agency, 3 September 2026). The explanatory memorandum to the amending bill states that the amendment should also dispel the concern that annual financial statements could not be published without amended articles. If you have already attached the articles with the converted capital to the application for the annual financial statements, check in the company file whether they were announced. If not, write to us.

Which documents are required when combining?

The same set as for the capital conversion — minutes or a resolution, a fully updated constitutive document, a declaration under Art. 13(4) of the Commercial Register Act and application A4 — supplemented with the documents specific to the other change (for example a share transfer agreement or a notarially certified consent with a specimen of the new manager's signature). In detail — on the documents required for capital conversion page.

Describe your plan — you receive a combined quote

State in the order what you are planning besides the capital conversion — the lawyer reviews the company file and returns a combined quote within 24 hours on business days, with the exact form of the documents for your case.

The capital conversion: €99 incl. VAT — final price, everything included · €0.00 state fee · calculator

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The full set — on the documents page; more answers — in the FAQ.

Written by Yordan Cholakov — Partner & Co-Founder, Innovires Legal, registered in the Unified Register of Lawyers (Supreme Bar Council).
Innovires Legal files share capital conversions with the Commercial Register for Bulgarian companies and their foreign owners. Current as at September 2026 (Euro Introduction Act as amended, State Gazette No. 82/2026).