The Bulgarian Registry Agency has published guidelines regarding the conversion of the capital and shares of LLCs/sole member LLCs in connection with the introduction of the euro. All limited liability companies must, within 12 months from the date of the euro’s introduction, file with the Trade Register a certified copy of their articles of association or incorporation deed reflecting the converted capital and shares.
At the same time, the Agency has begun the automatic conversion of the registered capital and nominal values, and this process will continue over the next month. However, this automatic action may not reflect the individual shareholding structure of the partners, which is why it is important for companies to verify their registered information and make corrections if necessary.
If a change in the capital structure is required within the permissible 5% threshold, this may be carried out through an amendment to the articles of association based on a resolution of the general meeting. The practical steps for managers and shareholders include an immediate review of the registered capital and nominal values in the Trade Register, verification of the relative shareholdings, and – if the automatic conversion has resulted in discrepancies – convening a general meeting to adopt a resolution and submitting a certified copy.
There is a risk of inconsistency between the registered capital and the actual shareholding structure, which may lead to disputes during profit distribution or transactions. For this reason, it is recommended that a lawyer and an accountant review the documentation before submission, as well as verify the certification requirements and the applicable fees for filing with the Trade Register, in order to prepare a complete set of documents.
To minimize legal and operational risks, it is advisable to review the registered information within 30 days, assess the need for corrections, and, where discrepancies are identified, convene a general meeting and prepare a certified copy for filing. It is also recommended to prepare a template resolution of the general meeting and a checklist of the documents required for submission to the Trade Register.