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Capital transformation 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.
The full list
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 ЗВЕРБ) and the adoption of updated articles of association with those values.
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.
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.
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) ЗВЕРБ).
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.
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.
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.
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.
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) ЗВЕРБ).
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.
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
Each share is recalculated separately, rounded to the cent (Art. 12–13 ЗВЕРБ). 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) ЗВЕРБ) 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) ЗВЕРБThe 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) ЗВЕРБNotarial 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 transformation with a resolution from the list — for which the notarial certification requirement remains.
Art. 137(4) of the Commerce ActThe shorter list
The Commercial Register is public (Art. 11 ЗТРРЮЛНЦ) — 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 ЗТРРЮЛНЦNo state fee is due for the announcement of the brought-into-line documents — Art. 32(4) ЗВЕРБ expressly excludes it, as confirmed by the Registry Agency too. An "included fee" in any offer means zero euros included.
Art. 32(4) ЗВЕРБThe 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) ЗТРРЮЛНЦQuestions about the documents
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
When your deadline falls — see the FAQ for more answers.