The transition to the euro raises important practical issues for commercial companies. For many managers, the main concern is whether they must themselves amend their share capital in the Commercial Register. The good news is that the law provides for the ex officio conversion of the registered capital of LLCs, SMLLCs, JSCs, and partnerships limited by shares, as well as of the nominal value of the shares in JSCs and partnerships limited by shares. This means that the conversion itself in the register does not depend on a separate application being filed by the company.
However, this does not exhaust the company’s obligations. Following the introduction of the euro, companies must bring their internal corporate documents into line with the already converted share capital.
In practice, this means that an updated articles of association, deed of incorporation, or bylaws must be prepared, in which the new amount of the capital is correctly reflected. These documents must be adopted in accordance with the applicable corporate procedure and filed for publication in the Commercial Register by the end of 2026.
For LLCs and SMLLCs, this will usually mean a certified copy of the articles of association reflecting the converted capital and the new amount of the ownership interests.
For JSCs and partnerships limited by shares, a certified copy of the bylaws reflecting the converted capital and the nominal value of the shares must be published. An important practical point is that this publication is made together with the first subsequent application filed on the company’s register file.
From a procedural standpoint, Application Form G1 is most commonly used for the publication of documents. Attached to it are the certified copy of the updated document and, where necessary, a version with personal data redacted. In many cases, a declaration under Article 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act is also prepared. A substantial advantage is that no state fee is payable for these “euro-related” publications.
In the case of an LLC, there is one additional detail that should not be overlooked. The law allows for an adjustment of up to 5% of the capital where this is necessary in order to preserve the rights of the shareholders following the conversion of the ownership interests. Although this is not treated as a classic increase or reduction of capital, the resolution must still be duly adopted by the general meeting and in compliance with the applicable formal requirements. It is precisely here that refusals by the Registry Agency frequently arise, and our advice is to consult a lawyer in advance.
The most common mistakes are related not to the conversion itself, but to the documents: lack of evidence of a duly adopted resolution, improper certification of the copy, failure to redact personal data, or delay in publication. For this reason, it is advisable to prepare everything carefully and in good time.
If you have questions regarding the conversion of share capital, the publication of articles of association or bylaws, and filings before the Commercial Register, you may contact Anelia Ivanova Law Firm for consultation and legal assistance.
However, this does not exhaust the company’s obligations. Following the introduction of the euro, companies must bring their internal corporate documents into line with the already converted share capital.
In practice, this means that an updated articles of association, deed of incorporation, or bylaws must be prepared, in which the new amount of the capital is correctly reflected. These documents must be adopted in accordance with the applicable corporate procedure and filed for publication in the Commercial Register by the end of 2026.
For LLCs and SMLLCs, this will usually mean a certified copy of the articles of association reflecting the converted capital and the new amount of the ownership interests.
For JSCs and partnerships limited by shares, a certified copy of the bylaws reflecting the converted capital and the nominal value of the shares must be published. An important practical point is that this publication is made together with the first subsequent application filed on the company’s register file.
From a procedural standpoint, Application Form G1 is most commonly used for the publication of documents. Attached to it are the certified copy of the updated document and, where necessary, a version with personal data redacted. In many cases, a declaration under Article 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act is also prepared. A substantial advantage is that no state fee is payable for these “euro-related” publications.
In the case of an LLC, there is one additional detail that should not be overlooked. The law allows for an adjustment of up to 5% of the capital where this is necessary in order to preserve the rights of the shareholders following the conversion of the ownership interests. Although this is not treated as a classic increase or reduction of capital, the resolution must still be duly adopted by the general meeting and in compliance with the applicable formal requirements. It is precisely here that refusals by the Registry Agency frequently arise, and our advice is to consult a lawyer in advance.
The most common mistakes are related not to the conversion itself, but to the documents: lack of evidence of a duly adopted resolution, improper certification of the copy, failure to redact personal data, or delay in publication. For this reason, it is advisable to prepare everything carefully and in good time.
Do I need to file an application myself for the conversion of the capital?
No. The conversion of the share capital in the Commercial Register is carried out ex officio.
Do I still need to take any action afterwards?
Yes. You must update the articles of association, deed of incorporation, or bylaws so that they reflect the converted capital, and publish a certified copy in the Commercial Register.
By when must this be done?
By the end of 2026, and the publication must be made together with the first subsequent application filed on the company’s register file.
Is a state fee payable?
No. No state fee is charged for the publication of the updated documents related to the capital conversion.
When is the risk of refusal the highest?
Refusals most commonly arise when the resolution has not been adopted in accordance with the proper corporate procedure, the required supporting evidence is missing, or the set of documents is incomplete.
If you have questions regarding the conversion of share capital, the publication of articles of association or bylaws, and filings before the Commercial Register, you may contact Anelia Ivanova Law Firm for consultation and legal assistance.
Share this article:
