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Documents for share capital conversion — the full set

Capital conversion requires a sole-owner resolution (EOOD) or general meeting minutes (OOD) on the grounds of Art. 32 of the Euro Introduction Act and fully updated articles of association or partnership agreement with the capital in euro — adopted by 31 December 2028 (Art. 32(1), as amended, State Gazette No. 82/2026). When the articles are filed with the Commercial Register — mandatory if the company amends them on another ground (Art. 32(4)) or adjusts the capital by up to 5% (Art. 32(5)) — a declaration under Art. 13(4) of the Commercial Register Act and application A4 are added. When filed, the set goes in electronically, at no state fee for the conversion. Here is what each document contains — and where mistakes most often occur.

Resolution and new articles; declaration and A4 — when filing State fee: €0.00 From you — only the UIC

The full list

Which documents are required — and what each one contains

Resolution of the sole owner of the capital

Adopted on the grounds of Art. 32 of the Euro Introduction Act and setting out the new amount of the capital in euro (in figures and in words), the nominal value of the shares after rounding (Art. 31(4) and (5) of the Euro Introduction Act) and the adoption of updated articles of association with those values.

Updated articles of association

The entire instrument is brought into line, not just the capital clause: the capital and shares are expressed in euro throughout the text. A certified copy is prepared for announcement; if the instrument is old or heavily amended, a consolidated up-to-date text is prepared.

Declaration under Art. 13(4) of the Commercial Register Act when filing

A declaration as to the truthfulness of the circumstances declared and the adoption of the instruments submitted for announcement — a mandatory annex to the application; signed by the applicant.

Application A4 when filing

The application to change registered circumstances, by which the brought-into-line documents are filed for announcement — when the articles are amended on another ground, it is the application for that other change. Filed electronically; no state fee is due for the conversion (Art. 32(4) of the Euro Introduction Act).

Attorney's power of attorney when a lawyer files

Authorizes the lawyer to file the application with a qualified electronic signature and to represent the company before the Commercial Register. Not required when the manager files in person with their own qualified electronic signature.

Minutes of the general meeting of the partners

A resolution under Art. 32 of the Euro Introduction Act, adopted by the majority required to amend the partnership agreement (over 3/4 of the capital — Art. 137(3) of the Commerce Act, and the agreement may provide only for a larger majority). It sets out the new amount of the capital and the new shares by partner, where the sum of "number of shares × nominal value" equals the capital, with no change in the ratio between the partners.

Updated partnership agreement

The entire agreement is brought into line, not just the capital clause: the capital, the shares and their distribution are expressed in euro throughout the text. A certified copy is prepared for announcement; if the agreement is old or heavily amended, a consolidated up-to-date text is prepared.

Declaration under Art. 13(4) of the Commercial Register Act when filing

A declaration as to the truthfulness of the circumstances declared and the adoption of the instruments submitted for announcement — a mandatory annex to the application; signed by the applicant.

Application A4 when filing

Attorney's power of attorney when a lawyer files

AD, EAD and the other forms have their own specifics (statutes, share nominals, majorities); when filing, the application is A4 for an OOD or EOOD and A5 for an AD or EAD. See the procedure for AD/EAD or write to us for an individual quote.

Before you file

Where the sets most often break down

Mistake 1

The share arithmetic with several partners

The shares are determined as follows: the converted capital is distributed among the partners in proportion to their holdings before the conversion (Art. 31(5) of the Euro Introduction Act), rounded to the cent. The sum of "number of shares × nominal value" often ceases to equal the capital — then an adjustment of up to ±5% is needed (Art. 32(5) of the Euro Introduction Act) together with a fresh choice of nominal value and number of shares while preserving the ratios between the partners. Check the values in the calculator with shares by partner.

Art. 31(5) and Art. 32(5) of the Euro Introduction Act

Mistake 2

Only the capital clause has been changed

The entire constitutive document is brought into line, not a single sentence in it. An old document with accumulated amendments requires a consolidated up-to-date text — inconsistencies between the clauses are among the common causes of instructions from the Commercial Register.

Art. 32(1) of the Euro Introduction Act

Mistake 3

The form of the minutes at an OOD

Notarial certification of the signatures and the content, carried out simultaneously (Art. 137(4) of the Commerce Act), is required only for expressly listed resolutions — admission and expulsion of a partner and consent to transfer a share to a new member, reduction and increase of the capital, election of a manager, acquisition and disposal of real property. The resolution to bring the capital into euro is an amendment of the partnership agreement and is not among them — as a rule, written form suffices. Do check, however, whether your agreement provides for a stricter form and whether you are combining the capital conversion with a resolution from the list — for which the notarial certification requirement remains.

Art. 137(4) of the Commerce Act

Preparing it yourself?

What the resolution must contain — and six checks before signing

The skeleton · EOOD

The sole owner's resolution, in this order

Who decides — the owner, the company, its UIC and the date.
The capital in euro — the figure in the company file (e.g. €2,556.46) or the chosen round figure within 5% (Art. 32(5) of the Euro Introduction Act).
The shares — number and nominal value in euro, so that “number × nominal value” gives exactly the capital.
Adoption of the updated articles of association — the full text, not only the capital clause.
Authorization to file with the register — when there is something to file (Art. 32(4) of the Euro Introduction Act).

Before you sign

Six checks

The capital is taken from the current status of the company file, not from an old deed.
“Number × nominal value” gives exactly the capital.
For an OOD, the ratios between the partners are the same as before.
The whole of the articles has been brought into line.
For an OOD, the resolution is adopted by more than 3/4 of the capital (Art. 137(1)(1) and (3) of the Commerce Act).
If the articles will be filed, there is also a certified copy from which personal data other than those required by law have been removed (Art. 13(6) of the Commercial Register and Register of Non-Profit Legal Entities Act).

A blank template does not check your company file. That is why each of our sets is prepared from the UIC and goes through a lawyer.

The shorter list

What you do not need

We ask you for no documents

Only the UIC and contact details

The Commercial Register is public (Art. 11 of the Commercial Register Act) — the capital, the shares, the partners and the seat are established through an official check of the company file. We do not ask for scanned ID cards for the standard procedure.

Art. 11 of the Commercial Register Act

No fee

State fee: €0.00

No state fee is due for the announcement of the brought-into-line documents — Art. 32(4) of the Euro Introduction Act expressly excludes it, as confirmed by the Registry Agency too. An "included fee" in any offer means zero euros included.

Art. 32(4) of the Euro Introduction Act

No visits

Entirely online

The application is filed online — by the manager with their own qualified electronic signature or by an authorized lawyer. By law the registration official rules immediately after three working days from receipt of the application (Art. 19(2) of the Commercial Register and Register of Non-Profit Legal Entities Act). As at September 2026 the register is overloaded and applications take around two to three weeks. In our service the documents are prepared within 2 business days and a lawyer files them and tracks the company file until the register rules.

Art. 19(2) of the Commercial Register Act

Questions about the documents

What people ask us about the set — with the statute articles

Which documents are required for the capital conversion of an EOOD?

A resolution of the sole owner on the grounds of Art. 32 of the Euro Introduction Act (new capital in figures and in words, nominal values of the shares after rounding), fully updated articles of association with a certified copy for announcement; when filing with the Commercial Register, also a declaration under Art. 13(4) of the Commercial Register Act and application A4, and when a lawyer files — a power of attorney as well.

Which documents are required for the capital conversion of an OOD?

Minutes of the general meeting with a resolution under Art. 32 of the Euro Introduction Act, adopted by the majority required to amend the partnership agreement (over 3/4 of the capital — Art. 137(3) of the Commerce Act), a fully updated partnership agreement with a certified copy; when filing with the Commercial Register, also a declaration under Art. 13(4) of the Commercial Register Act and application A4. The critical point is the new shares by partner — the sum of "number of shares × nominal value" must equal the capital.

Is notarial certification of the documents required?

As a rule, no. Notarial certification of the signatures and the content (Art. 137(4) of the Commerce Act) is required only for expressly listed resolutions — admission and expulsion of a partner and consent to transfer a share to a new member, reduction and increase of the capital, election of a manager, acquisition and disposal of real property. The capital conversion resolution is an amendment of the partnership agreement and is not among them — in the common case for an EOOD and an OOD, written form suffices, unless the articles of association or the partnership agreement provide for a stricter form or you are combining the capital conversion with a resolution from the list (see which combinations require what). In our service this assessment is included: if the specific case requires certification, we will tell you in advance.

Which documents do I need to send you?

None — only the company's UIC and contact details. The Commercial Register is public (Art. 11 of the Commercial Register Act) and the lawyer carries out the check of the company file ex officio; we will contact you only if something in it requires a decision from you.

Who files the documents and how?

Filing is mandatory when the company amends its articles on another ground (Art. 32(4) of the Euro Introduction Act, as amended, State Gazette No. 82/2026), and when an OOD or EOOD adjusts its capital by up to 5% under Art. 32(5) — the new amount is then entered (Art. 119(2) and Art. 140(1)–(3) of the Commerce Act). Application A4 is filed electronically — by the manager with their own qualified electronic signature or by an authorized lawyer. No state fee is due for the conversion (Art. 32(4) of the Euro Introduction Act). By law the registration official rules immediately after three working days from receipt of the application (Art. 19(2) of the Commercial Register and Register of Non-Profit Legal Entities Act). As at September 2026 the register is overloaded and applications take around two to three weeks.

The whole set — prepared and filed by a lawyer

Order online: the documents are ready within 2 business days, a lawyer files them and tracks the company file until the register rules. The values for your company — in the free calculator.

€99 incl. VAT — final price, everything included · €0.00 state fee · for EOOD and OOD

Order now

What the extension to 31 December 2028 changed — on the deadline 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).