Home / Capital conversion / Combined with another change

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

Planning to change a manager, transfer shares or move the registered seat? The law already requires the capital conversion to be filed no later than together with the first subsequent application for registration (Art. 32(4) of the Euro Introduction Act, ЗВЕРБ). 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

Change of manager, transfer of shares, a new registered seat, increase of the capital…

Change 2 The capital conversion

The capital and the shares — in euro, with an adjustment within ±5% (Art. 32(5) ЗВЕРБ); 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 in the opposite direction too: a change to the company file should not be filed without the capital conversion if the capital is still in leva — filed without it, the change risks refusal or complication. Exactly when your deadline falls — see the FAQ.

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. The capital conversion is added to the same minutes and the same application, at no separate fee.

Art. 137(4) of the Commerce Act · Art. 32(4) ЗВЕРБ
Minutes: with a notary for a new partner

Capital conversion + transfer of shares

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. 12–13 ЗВЕРБ
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) ЗВЕРБ
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. 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(5) ЗВЕРБ

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 — change of manager, transfer of shares, a new seat. 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) ЗВЕРБ) — only the fee for the other change is due, as it would be without the combination.

We file it · the entry in practice within 3–5 business days

Questions about combining

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

Can I file the change without filing the capital conversion?
It is not sensible. Under Art. 32(4) ЗВЕРБ the capital conversion is filed no later than together with the first subsequent application for registration in the company file — a change filed without it risks refusal or complication. And if you have already filed it, file the capital conversion at the first opportunity, without waiting for the final date.
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) ЗВЕРБ) — both when it is on its own and when it is combined. For the other change the corresponding fee under the tariff is due — the same as it would be without the capital conversion.
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.
Does filing the annual financial statement count as the "first subsequent application"?
The rule of Art. 32(4) ЗВЕРБ speaks of the first subsequent application in the company file; whether the announcement of the annual financial statement falls within it is a matter of interpretation. Since the capital conversion is free of charge and is prepared quickly, the safest course is not to rely on interpretation — file it separately or together with the filing of the annual financial statement.
Which documents are required when combining?
The same set as for a standalone capital conversion — minutes or a resolution, a fully updated constitutive document, a declaration under Art. 13(4) ЗТРРЮЛНЦ 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

Order now

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