The most frustrating scenario usually looks like this: you are about to transfer a participation interest, appoint a new manager, or open a bank account—and you are told: “Your Articles are still in BGN. You need to fix that first.”

While the Commercial Register already displays your company’s share capital in euro as a result of ex officio conversion, the constitutive documents themselves are not updated automatically. For this reason, OODs and EOODs must file an updated Articles of Association / Memorandum of Association reflecting share capital and participation interests in euro by the end of 2026. No state fee is due for publishing these documents.

Before you begin: what “publication” actually means

Publication means uploading and making the updated document publicly available on the company’s Commercial Register file. It is not the same as registering a change (such as a new manager), but it follows a similar logic: correct attachments, qualified electronic signature, and review for official instructions.

Checklist 1: Quick diagnosis – is this a “simple” or a “complex” case?

• A simple case:

Standard share capital, equal participation interests, and after conversion and rounding the total of the interests matches the capital.

• A more complex case:

Multiple shareholders, uneven participation interests, inconvenient nominal values, or a mismatch of cents between the converted capital and the sum of interests.

If your case falls into the “complex” category, you will usually need a more careful restructuring of the nominal value or number of interests, or the use of the statutory 5% adjustment mechanism. This is not difficult—but it is not a copy‑paste exercise either.

Checklist 2: Gather the core documents

• The current Articles of Association (OOD) or Memorandum of Association (EOOD) as published on the Commercial Register file.
• A reference from the Commercial Register showing how the share capital appears in euro after ex officio conversion.
• A list of shareholders and the allocation of participation interests, especially important where there are more than two shareholders or uneven holdings.
• Any planned changes in 2026 (transfer of interests, new manager, address). These filings can often be combined.

Checklist 3: Preparing the text “in euro”

It is not enough to replace a single figure in the capital clause. In most Articles, references to BGN appear in multiple places.

• The share capital is stated in euro and euro cents (not approximately).
• Participation interests are stated in euro: nominal value per interest and number of interests (or the structure used in your Articles).
• The allocation among shareholders remains substantively identical (same percentages/rights).
• All currency references throughout the document are in euro—no remaining “BGN” by inertia.
• If there is a rounding mismatch, you have a clear plan: (a) change nominal value/number of interests, or (b) apply a lawful adjustment of up to 5%.

Checklist 4: Corporate resolutions – who signs and what must be included

A valid update also requires a resolution of the competent corporate body: a resolution of the sole owner (EOOD) or minutes of a General Meeting (OOD).

• The resolution explicitly states that the constitutive document is amended in connection with conversion to euro.
• The new amount of the share capital in euro and the structure of participation interests are clearly described.
• If a 5% adjustment is applied, the resolution is adopted with the required majority (in practice, often 3/4 of the capital).
• The resolution and the updated Articles are fully consistent—no discrepancies in figures or wording.

Checklist 5: Preparing for publication – certified copy and personal data

The Commercial Register is public. The rule is simple: publish what is required by law and redact the rest.

• Prepare a certified copy signed by the legal representative (“True copy of the original”, date, signature).
• Review the document for unnecessary personal data (personal ID numbers, private addresses, phone numbers) and redact them.
• Names of shareholders are acceptable, but avoid uploading ID cards or irrelevant annexes.
• Ensure the file is clear and readable—poor scans are a common reason for instructions.

Checklist 6: Filing through the portal – how not to create problems yourself

Publication is usually filed via Application G1 (publication of acts) through the Commercial Register portal.

• Log in with the qualified electronic signature of the manager/applicant (or the lawyer, if filing under a power of attorney).
• Select the service for publication of acts and enter the correct UIC.
• Attach: (1) the certified copy of the updated Articles/Memorandum; (2) the corporate resolution; (3) power of attorney, if applicable.
• Review the figures once again: capital, nominal value/number of interests, allocation.
• Sign, submit, and retain the incoming reference number.

Checklist 7: After filing – what to verify

• Monitor the status by reference number and respond promptly to any instructions.
• If instructions are issued, comply strictly with what is requested.
• After publication, review the Commercial Register file: the document is visible, readable, and reflects the correct euro amounts.
• Archive the final versions—months later, it is easy to forget which version is current.

Most common reasons for instructions or rejection

• Mismatch between the sum of participation interests and the stated share capital.
• Capital stated in euro, but other clauses still refer to BGN.
• Missing or unclear certification (“True copy of the original”).
• Missing resolution or figures inconsistent with the Articles.
• Documents containing unnecessary personal data.
• Unreadable or incomplete files.

Where legal counsel saves time—and why this is not a minor administrative task

When the goal is simply to publish updated Articles, clients are usually looking for two things: approval on the first attempt and no complications six months later. This is where legal counsel adds value—by structuring participation interests correctly, managing rounding or 5% adjustments, and drafting resolutions that align perfectly with the amended text.

Especially with multiple shareholders, uneven holdings, or the need for a 5% adjustment, a seemingly cosmetic change can shift percentages or leave residual discrepancies that later block transactions. This is precisely the type of work where small mistakes are the most costly.

Disclaimer

This article is for general informational purposes only and does not constitute legal advice. A case‑specific assessment requires review of the relevant company documents and the circumstances on its Commercial Register file.