Publication of an Updated Articles of Association / Bylaws in Euro

After the automatic conversion of share capital in the Commercial Register, many company managers ask an important question: is that all? Is it enough that the capital is now reflected in euro, or does something else still need to be done?

The answer is yes, further action is required.

The conversion is carried out ex officio, but companies must align their internal documents with the capital already registered and publish a certified copy of the updated articles of association, deed of incorporation, or bylaws. In practice, this is most commonly done by filing Application Form G1.

When is Form G1 filed?

For these “euro” updates, the publication is made with the first subsequent application (the next filing of documents) on the company’s file. This is an important detail that is often overlooked. The law also provides that the publication of these updated documents is exempt from state fees.

What do you need to prepare?

In practice, the standard set of documents includes:
- Application Form G1 for publication of acts;
- a certified copy of the updated articles of association, deed of incorporation, or bylaws;
- where necessary, a version with personal data redacted;
- a declaration under Article 13(4) of the Commercial Register and Register of Non-Profit Legal Entities Act.

For LLCs and SMLLCs, the document must reflect the converted capital and the new amount of the ownership interests. For JSCs and partnerships limited by shares, the new nominal value of the shares must also be reflected.

How does the preparation process work?

The safest approach is to go through several steps, or, if you are concerned about doing it on your own, contact us:

Check whether the company falls within the entities subject to automatic conversion.
Prepare a new “euro” version of the articles of association or bylaws.
For LLCs, assess whether an adjustment of up to 5% is needed to preserve the shareholders’ rights.
Adopt the resolution in accordance with the proper corporate procedure.
File Form G1 together with the required attachments.

Where do refusals most often arise?

Refusals are usually due to formal deficiencies in the documents. The most common issues are:
- lack of evidence that the resolution was duly adopted;
- problems with convening the general meeting;
- a missing or improperly certified copy;
- unredacted personal data;
- failure to file the updated act with the first subsequent application.

In the case of LLCs, there is one more important point: for certain resolutions, the law requires a special form of minutes, including simultaneous нотариal certification of signatures and content, unless the articles of association provide for written form. This is precisely where practical mistakes often occur.

What should you remember?

Ex officio conversion does not relieve the company of the obligation to update its internal acts. If you want to avoid a refusal by the Registry Agency, the most important thing is that the documents are prepared accurately, adopted in the proper manner, and published on time. Contact us, Anelia Ivanova Law Firm, for more information.