Home / Capital redenomination / AD · EAD · KDA

Capital redenomination for AD and EAD — where templates don't work

With joint-stock companies it is not just the capital that is recalculated, but the nominal value of every share — subject to the required majorities, the share classes and the rules of the statutes. That is why we don't sell an "AD package": we review your statutes and structure and give you an individual quote within 24 hours.

Quote within 24 hours Statutes review — included State fee: €0.00
Request a quote Frequently asked questions

Why it's more complex

Four things that OODs don't have

01 · Nominal per share

Every share is recalculated, not just the capital

Capital = nominal × number of shares, and this equation must be exact in euro too — at the fixed rate of 1 EUR = 1.95583 BGN. Rounding the nominal (within ±5% under Art. 32(5) of the Euro Introduction Act, ЗВЕРБ) feeds through to the whole capital — sometimes it is cleaner to adjust the nominal, sometimes the number of shares stays untouched and the capital absorbs the difference.

02 · General Meeting of shareholders

Quorums, majorities, notices, deadlines

Amending the statutes goes through the General Meeting of shareholders with the quorum and qualified majority laid down in the law and the statutes, with a formal notice and deadlines — or by a unanimous resolution in an EAD, where the sole owner decides alone. We organize the procedure so that it is valid and defensible.

03 · Share classes and special rights

Preferred shares, different nominals

Where there are different classes of shares, the recalculation must preserve the rights of each class. Combinations of ordinary and preferred shares with different nominals call for separate calculations and careful redrafting of the statutes.

04 · Share register and interim certificates

Accompanying corrections

After the entry, the share register and any interim certificates issued should reflect the new nominals in euro. We give you a precise checklist of what to update internally — included in the quote.

How it works

From the statutes to the entry

Review of the statutes and structure

You send the UIC and (optionally) the statutes. We review the share classes, the nominals, the quorums and any special clauses, and return a specific quote with the exact steps for your company.

Within 24 hours · free

Calculations and draft resolution

We calculate the nominal, the number of shares and the capital in euro, with the rounding options. We prepare the notice (if needed), the draft resolution of the General Meeting and the amendments to the statutes.

Prepared by us

General Meeting and signing

You hold the meeting to the prepared script (for an EAD — a resolution of the sole owner). We assist with the minutes and the drafting of all the exhibits.

On your schedule

Announcement in the Commercial Register

A lawyer files the application together with the updated statutes electronically and tracks the company file through to the entry. No state fee is due for the announcement (Art. 32(4) ЗВЕРБ).

3–5 business days at the Register

Individual quote for your AD / EAD / KDA

Write to us with the company's UIC and a short description (share classes, number of shareholders, other planned changes). We reply with a specific quote and timeline within 24 hours on business days.

Statutes review — included · no obligation

office@innovires.com

Prefer a form? Use the request form on the main page and note that the company is an AD/EAD — we will return a quote rather than a standard confirmation.

Questions on AD and EAD

The board's questions to us

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 redenomination — 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. That is why the law allows an adjustment of up to ±5%: the usual approach is to round the nominal to a convenient figure (e.g. €1.00) and to reconcile the capital through the number of shares or within the permitted limits. 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?
Usually yes — 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.