We align the company’s founding documents with the owners’ arrangements, including decision-making rules and procedures for resolving disagreements.
The owners came to ARG with their articles and shareholders agreement documents spread across several people. ARG checked the company’s registry position, identified the changes required and coordinated the relevant records so the work could be assessed as one connected corporate task.
The practical explanations helped them understand how the documents fitted together and what still required attention. That is often the central issue in Bulgaria. An OOD company agreement or EOOD founding act serves a different purpose from a separate private shareholders agreement, particularly when the company documents must also reflect the euro conversion.
ARG can help when you need to
Provide the members, shares, proposed contributions and source of further funding. Distinguish capital, shareholder loans and additional cash contributions.
Agree reserved decisions, applicable majorities, information rights and manager representation. Internal spending limits do not automatically bind third parties.
Set triggers, valuation, payment and completion steps. Share transfers, statutory withdrawal and admitting an investor have different legal consequences.
Align the constitution and private agreement, confirm each signature form and prepare consolidated publication text. Include euro updates when required.
An OOD has a company agreement, called a druzhestven dogovor in Bulgarian; an EOOD has a founding act made by its sole owner. These are the company’s constitutional documents under Articles 114–115 of the Commercial Act. A separate shareholders agreement records contractual commitments between its parties, such as funding, information and an agreed sale process. It must be coordinated with the constitution and mandatory company law; signing a private agreement does not itself appoint a manager, admit a member or alter a registered capital figure.
For an OOD, the constitutional document is the company agreement. For an EOOD, it is the founding act. That is the document the register recognises as part of the company’s legal identity and the one that must be kept aligned with the company’s registered facts. The Registry Agency has also published official templates for both documents and says they are optional, not mandatory, which confirms that a founder can use either the approved template or a bespoke version, depending on the structure and level of tailoring needed.Registry Agency guidance
A separate agreement lets owners specify how their commercial relationship should work: who funds the next development stage, how budgets are proposed, what information an investor receives and how a proposed exit is valued and paid. Those promises need defined events, deadlines and remedies. Where performance also requires a corporate resolution, a share-transfer instrument or registration, the drafting should identify that further act and the people obliged to carry it out.
This separation affects three things that clients often mix together.
That is why this service is not just about drafting wording. It is about deciding which rules must sit in the document that the Commercial Register sees and which rules should remain in a private contract between the owners. If those layers are confused, the company can end up with documents that say different things, or with useful business terms that never become part of the registered framework.
Consider two founders with equal shares. A private promise to consult each other does not supply a workable decision when they disagree about borrowing or selling the business. Define reserved decisions, information deadlines and an escalation or exit mechanism. Then check whether the intended voting and representation arrangements belong in the constitution. A financial limit imposed internally on a manager must not be described as automatically binding third parties: Article 141(2) distinguishes representation from other internal restrictions.
For a client, this distinction is usually the first drafting decision. ARG’s role is to identify which terms belong in the constitutional document, which terms can be kept private, and how to align both so the company’s registration position and the owners’ commercial deal do not conflict.
For an OOD, the company agreement must be updated to reflect the euro conversion of the company capital and, where relevant, the converted value of the company shares. For an EOOD, the founding act must be updated to reflect the euro conversion of the company capital.Registry Agency guidance
The Registry Agency states that the update is not a general rewrite of the owners’ whole deal. It is a document maintenance step tied to the euro changeover. In practical terms, the constitutional document must show the converted amounts so that the register record and the company document remain consistent after the currency conversion.Registry Agency guidance
That means the exact document depends on the company form.
The constitutional update must be checked for the relevant company form. For an OOD, reconcile each member’s participation with the total converted capital; for an EOOD, check the sole owner’s founding act and capital amount. A private agreement containing lev-denominated funding obligations, valuation thresholds or payments also needs its own contractual review. Updating the filed constitution does not automatically rewrite every commercial figure in the owners’ separate agreement.
This is important because many clients think the euro conversion is only an accounting or payment issue. For OOD and EOOD, it also becomes a corporate document issue. The company’s constitutional document has to reflect the new monetary values, and the updated version must be capable of being filed in the Commercial Register. That is what keeps the company’s registered profile aligned with its internal constitutional text.
If the company uses a bespoke document, the task is still the same. The wording has to be checked against the converted capital and, for an OOD, the converted share values as well. If the company uses the Registry Agency template, the same substantive update point still applies, but the drafting route is simpler because the approved form already anticipates the relevant structure.
ARG would normally start by confirming two things.
That prevents a common mistake, which is updating the wrong document. A private shareholder arrangement may still need review for business reasons, but the Registry Agency guidance you need for the euro conversion is directed at the company agreement for an OOD and the founding act for an EOOD.Registry Agency guidance
Prepare the euro amendment from the actual registered amounts and the current constitution. Keep the calculation, ownership proportions, decision and consolidated text consistent. If the owners also intend a capital increase, a new investor or a different allocation of interests, document that separate commercial change expressly; a currency conversion should not conceal a change of economic ownership or voting control.
Article 115 requires the name, seat and management address, activities and term, member identification, capital and participations, management and representation, and agreed member rights and obligations. If capital is not fully paid, specify the payment conditions and period within the statutory two-year limit. Article 117 now sets the ordinary OOD/EOOD minimum at €1 and the minimum participation denomination at €0.01; the legal minimum is not a working-capital budget.
Article 123 gives a member participation, profit, information, inspection and liquidation-share rights. Translate those into usable arrangements: reporting frequency, access to records and a route for raising decisions while owners are abroad. The manager need not be an owner. If several managers are appointed, decide whether they represent separately or jointly; under Article 141(2), separate action is the default unless the constitution provides otherwise.
Tell us where you live, how your business works and what you want to change. We will help you identify the questions to resolve and the next steps to consider.
The written constitutional document can follow an appropriate electronic signing route, including the Registry Agency’s optional templates and qualified electronic signatures. That does not mean every document in a corporate transaction can be signed with an ordinary online signature. Article 114(2) requires an express mandate with a notarised signature when a member is represented in concluding the company agreement. Article 137(4) imposes its own form for specified resolutions unless the constitution provides written form. Identify each instrument and its applicable form separately.
For a cross border founder, the useful point is not just convenience. It is that the company agreement for an OOD or the founding act for an EOOD can be prepared and signed without everyone being in the same place, provided the signatures are qualified electronic signatures and the document is otherwise properly aligned with the company form.Registry Agency guidance
That makes remote incorporation and later document updates much easier. It also reduces the risk that a deal gets delayed only because one participant is abroad or because the company wants to coordinate signoff across different time zones. For a service like this, ARG would normally check three practical points before relying on an all electronic execution route.
A useful way to think about it is this. If the company wants a clean online process, the question is not whether electronic signing is theoretically possible. The real question is whether the specific document, the specific signers and the specific filing step all fit the official electronic route. When they do, the founders can avoid wet ink circulation entirely. When they do not, the document set has to be split and coordinated more carefully.
Agree the final Bulgarian document, signing parties, required capacity and form before signatures are collected. A bilingual working copy should make the same commercial arrangement understandable to every owner.
ARG’s role is to make sure the online signing route is not used casually. The document still has to be the correct one for the company form, the signatures still have to be properly placed, and the signed version still has to correspond to what will later be filed in the Commercial Register. That is especially important where the constitutional document is being updated for euro conversion, because a mismatch between the signed text and the registry filing can create avoidable friction.
The executed version, the owner or member decision and the version submitted for publication must agree. Under Article 119(4), an amended company agreement is supplied as a consolidated copy containing all amendments and certified by the company’s representative body. Keep the fully executed company record and the publication copy with the required removal of unnecessary personal data. An electronic signature on the application does not fix a defective underlying decision.
The Registry Agency’s 3 September 2026 guidance states that the general deadline for amending company documents for euro conversion is 31 December 2028. An earlier update is required when the constitutional document is amended on another ground, such as an address, name, ownership or capital change affecting that document. The updated deadline distinguishes amendments to the constitution from filings that leave its content unchanged, allowing the company to schedule the correct action for its actual corporate event.
A standalone publication of the updated constitution and a filing connected with another constitutional amendment have different practical contexts. Establish the actual amendment and correct application route, including G1 where appropriate. A financial-report, beneficial-owner, branch or procuration filing is not automatically a change to the constitution. Read the proposed corporate action first, then identify the documents that must accompany it and the applicable timing.
That matters because it avoids a false either or. The duty is not limited to one filing channel. What matters is that the updated constitutional document is actually published by the deadline. For an OOD, that means the company agreement must be the updated document. For an EOOD, it means the founding act must be the updated document.Registry Agency guidance Registry Agency guidance
In practical terms, the main risks are administrative rather than abstract. The filing can go wrong if the wrong document is attached, if the company form is mismatched, or if the text does not reflect the euro conversion that the Registry Agency expects for the relevant company type. The official guidance is specifically about the constitutional document for OOD and EOOD, not about a separate private shareholders agreement, so the filed material has to be the registered company document itself.Registry Agency guidance
A client should therefore treat the deadline as a document management task, not a last minute registry task. The safest sequence is usually this.
Keep the deadline in the corporate calendar and bring the update forward when another amendment requires it. Before submission, reconcile the capital and each participation figure, obtain the competent decision and certify the consolidated text. The company should retain the calculation and signed documents so that a later investor, bank or member can understand how the published euro amounts were obtained.
Schedule the constitutional update alongside the company’s planned decisions. The current general date is 31 December 2028, with the earlier duty when the constitution itself is amended on another ground. Assign responsibility for the calculation, member or owner decision, consolidated text and publication so the amendment is completed while the relevant signers and records are available.
A useful private agreement deals with the owners’ actual points of friction. Specify funding obligations and whether money is capital, a shareholder loan or a lawful additional contribution; information and reporting rights; the treatment of intellectual property; conditions for an investor’s entry; and an exit process with valuation, payment and completion steps. For each promise, identify who is bound and which corporate or transaction documents will be needed to perform it.
ARG would usually map each proposed term against two questions.
If the answer is the first, the term usually needs careful review for the company agreement or the EOOD founding act. If the answer is the second, a separate shareholders agreement may be the better place for it. That distinction matters because putting everything into one document can make the registered constitutional text too heavy, while putting core corporate rules only into a private agreement can leave the company file incomplete for practical purposes.
Test private commitments against the Commercial Act and constitution. Article 137(3) uses different majorities for different decisions; capital increase and reduction require unanimity, while constitutional amendments require more than three quarters of capital, subject to applicable higher requirements. A contract between two members cannot simply lower a mandatory corporate threshold. Equally, a promise to transfer shares still needs the Article 129 transfer form and applicable admission and registration steps.
A simple example helps. A rule that must control the company’s internal structure and public registration position belongs closer to the constitutional document. A rule that only allocates private expectations between owners can stay in a separate agreement if the parties want confidentiality and flexibility. The important point is to avoid contradiction between the two documents.
For a client, the practical next step is to list the proposed governance terms and sort them into three groups.
ARG coordinates the owners’ commercial terms with the company’s operative rules. The drafting should state how a decision is requested, who receives information, how long each party has to respond and what follows if agreement fails. Review the constitution and private agreement together after an investor joins or a member exits. Leaving an old veto or funding clause untouched can create an avoidable conflict with the new ownership structure.
For a 50/50 company, define the disputed decisions, a short negotiation stage, any escalation and the eventual sale or other agreed solution. A buyout formula needs a valuation date, treatment of debt and cash, an independent valuation mechanism where used, payment timing and completion conditions. A member’s statutory withdrawal under Article 125 and a negotiated sale under Article 129 are different routes and should not be combined into one vague promise to “leave the company”.
Additional cash contributions under Article 134 are also distinct from an increase of registered capital. Determine their legal basis, amount, duration and treatment alongside any shareholder loan. This matters when one owner supplies all additional cash but the parties intend to retain equal ownership. Record the financing decision expressly rather than assuming that a bank transfer automatically changes the shares.
Compare the related procedures in this category, including their requirements and the stage at which you need them.
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