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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 (ЗВЕРБ), fully updated articles of association or partnership agreement with the capital in euro, a declaration under Art. 13(4) of the Commercial Register Act (ЗТРРЮЛНЦ) and application A4. The whole set is filed electronically, at no state fee (Art. 32(4) of the Euro Introduction Act). Here is what each document contains — and where mistakes most often occur.

4 documents + power of attorney when a lawyer files 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. 12–13 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 submitted 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

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

The application to change registered circumstances, by which the brought-into-line documents are filed for announcement. Filed electronically; no state fee is due (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 submitted 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

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

Attorney's power of attorney when a lawyer files

AD, EAD and the other forms have their own specifics (statutes, share nominals, majorities) — 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

Each share is recalculated separately, rounded to the cent (Art. 12–13 of the Euro Introduction Act). 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. 12–13 and Art. 32(5) of the Euro Introduction Act

Mistake 2

Only the capital clause has been changed

The entire constitutive instrument is brought into line, not a single sentence in it. An old instrument 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

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; the register reviews it after three business days from receipt. In our service the documents are prepared within 2 business days and a lawyer files them and tracks the company file through to the entry.

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, a declaration under Art. 13(4) of the Commercial Register Act and application A4. 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, 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?

Application A4 is filed electronically — by the manager with their own qualified electronic signature or by an authorized lawyer. No state fee is due (Art. 32(4) of the Euro Introduction Act). The register reviews the application after three business days from receipt (Art. 19(2) of the Commercial Register Act) — in practice the entry takes 3–5 business days.

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 through to the entry. The values for your company — in the free calculator.

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

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When your deadline falls — see the FAQ for more answers.

Written by Yordan Cholakov — Partner & Co-Founder, Innovires Legal, registered with the Bulgarian Bar Association. Reviewed by Desislava Dimitrova — Partner & Co-Founder.
Innovires Legal files share capital conversions with the Commercial Register for Bulgarian companies and their foreign owners. This page states the law as at 2026.