We assess the proposed corporate changes, prepare the relevant documents and coordinate the registration sequence and supporting formalities.
A client had started work on a capital change and corporate restructuring without a clear sequence of actions. ARG coordinated the corporate, banking and registry requirements so the changes did not create inconsistencies elsewhere in the company file. Having one team oversee the sequence helped the client follow the connected work.
The same planning issue affects any Bulgarian company deciding between a capital increase, a capital reduction and a transformation. The correct route depends on the commercial objective, while euro conversion may require a different review from a substantive capital change. The key is to establish the route, evidence and timing before resolutions are signed or filings are submitted.
ARG can help when you need to
State who receives the money, the ownership after completion and which entity should hold the business. Capital, transfer price, loans and additional contributions differ.
Provide the constitution, capital record, owners and proposed contributions. Check majority, decision form, payment or non-cash valuation and title.
Ordinary reductions require creditor steps before entry/payment. New-share issues and restructurings may require subscription rights, reports, disclosure and consents.
Coordinate decisions, publication periods, registration, banking and contract/licence updates. Separate euro conversion from a substantive capital transaction.
Registered capital is the nominal amount recorded in the company’s constitution and register; it is not the cash currently available in its bank account or the market value of the business. A capital increase changes that registered amount, a share transfer changes who owns an existing interest, and a statutory transformation reorganises companies through a defined succession mechanism. The Commercial Act treats these as different actions. Start with where the money should go, who should own the business afterwards and which entity should hold each asset or obligation.
The Commercial Act (TZ) is the core statute that governs these routes for Bulgarian trading companies. In practice, the key question is whether the client wants to inject or reallocate capital, release surplus capital, or reorganise the company itself. Those are different legal acts with different corporate approvals, filing effects, and downstream consequences.
That distinction is important because a company can easily choose the wrong sequence. For example, if the real objective is to separate an operating line into a new legal person, a capital reduction will not achieve that result. Likewise, if the problem is simply excess registered capital, a transformation would add unnecessary complexity and registry risk.
ARG starts with a before-and-after ownership table, the existing constitution, paid-capital position and intended funding. If an investor pays the selling owner, this may be a transfer price; if the investor funds the company in return for new participation, it may involve an increase and admission. A shareholder loan or additional cash contribution under Article 134 has different repayment and ownership consequences. Recording the commercial aim first prevents the bank transfer, decision and application from describing different transactions.
For a client, that means the first practical step is to describe the commercial outcome in plain terms, then test it against the legal route. If the aim is to bring in fresh equity, reduce overcapitalisation, reorganise assets and liabilities, or split or combine businesses, the answer will usually be different. ARG uses that first description to map the proper route before the company spends time on resolutions that later need to be rewritten.
The right restructuring route is the one that matches the economic goal before it matches the paperwork.
The point of this service is therefore not only filing support. It is early legal classification of the transaction so the company does not build the wrong structure and then have to repair it later.
The register’s automatic euro conversion is distinct from new investment and from amending the company’s constitution. The Registry Agency’s 3 September 2026 guidance gives a general constitutional-update deadline of 31 December 2028, with an earlier update when that document is amended on another ground. A standalone financial-report or UBO filing is not automatically that trigger. Compare the actual registered euro amount with the member participations and the constitutional text before planning a capital transaction.
For an OOD, the limited adjustment of converted capital under Article 32(5) of the Euro Introduction Act can be made within five percent through the constitutional-amendment route described by the Registry Agency. That specific conversion mechanism must not be used to disguise new funding, a repayment or a change of ownership proportions. Changes to an AD/KDA’s converted capital or share nominal values require the applicable Commercial Act route; do not apply the OOD exception to every company form.
There are three different layers to keep separate.
Keep three figures distinct: the registered nominal capital, each member’s participation and the actual assets or cash available to creditors. A currency conversion does not replenish a depleted bank account, remove debt or increase business value. Where the planned transaction also changes ownership, documents should identify the currency alignment and substantive investment as separate legal grounds with a clear resulting ownership table.
For a client, the practical question is whether euro conversion is the only issue or whether it sits alongside a real corporate action. If it is only a conversion issue, ARG would usually focus on whether the company file, the internal corporate documents and the register record are consistent. If the company is also increasing or reducing capital, the euro conversion becomes part of the broader restructuring work and the constitutional documents may need to be updated in that same filing sequence.
That is why this service is useful before the company starts preparing resolutions. It lets the client avoid two common mistakes. The first is filing too much when nothing more than alignment is needed. The second is filing too little when a real capital change means the articles must be amended as part of the broader transaction.
A non-cash contribution can involve property or an eligible transferable right. Articles 72–73 require identification of the contributor, a full description, valuation and evidence of title, with the statutory expert-assessment and transfer formalities. Future work or services are not simply interchangeable with a capital asset. For equipment, identify the equipment and title; for a receivable, identify the debtor and basis of the claim. Check encumbrances and transfer restrictions before agreeing the value credited to the investor.
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.
For an OOD, Article 148 permits an increase through larger participations, new participations or admission of new members. Capital increases and reductions require unanimity under Article 137(3); Article 137(4) requires simultaneous notarisation of signatures and content for the specified decision unless the constitution provides written form. An EOOD uses its sole owner’s decision under Article 147. Check the resulting capital, member interests, payment evidence and amended constitution as one consistent set.
An AD is a joint-stock company; it is not automatically a publicly listed company. Articles 192–197 govern its ordinary capital-increase mechanisms, including new shares, higher nominal value, conversion of bonds and the relevant use of company funds. Existing shareholder rights and any share-class approval must be addressed. Public offerings and regulated issuers may involve additional securities or sector rules, so a prospectus should not be described as mandatory for every private-company increase.
For a capital reduction in a joint stock company, the general meeting decides the matter, and if the company has several share classes, each class must also approve it. The decision must state the purpose of the reduction and the method used. The TZ allows reduction by lowering nominal value or by cancelling shares. Where shares are cancelled, they may be cancelled compulsorily or after acquisition by the company. The exact document set will depend on whether the company is an AD, KDA or another form covered by the relevant procedure, so ARG would first map the legal form before finalising the filing package.
For an ordinary OOD reduction, Articles 149–153 require a decision stating purpose, amount and method, publication and creditor protection before final registration and member payments. Submit the required evidence and the manager’s declaration that objecting creditors have been secured or paid. For an AD, Article 202 refers to those protections with specific exceptions, including its loss-covering case; classify the reduction before copying the OOD timetable into another transaction.
A useful way to think about the evidence is this. The resolution proves the company made the decision. The balance sheet proves the financial basis where funds are used for an increase from company funds. The declaration and creditor protection proof show that a reduction does not prejudice creditors. If one of those layers is missing, the application is vulnerable to refusal or delay.
The legal question is not only whether the shareholders agreed. It is whether the law allows the change to be registered now.
For a client, the practical decision is whether the transaction is really a capital movement, or whether it is actually a restructuring that should be handled under the transformation rules instead. If the company only needs to rebalance equity, increase paid in capital, or reduce overstated capital, the capital change route is usually the right one. If the business is combining, splitting, or changing legal form, the capital decision may be only one part of a wider restructuring file.
A statutory transformation is organised under the relevant part of the Commercial Act. In a merger by absorption under Article 262, property passes to an existing successor and the transferring companies terminate without liquidation. An amalgamation creates the successor; a division or spin-off allocates property and obligations under its specific route. The plan or agreement must identify the entities, allocation and treatment of members, alongside required reports, disclosures and approvals.
The TZ recognises the main transformation forms as merger by absorption, amalgamation, demerger, spin-off, spin-off of an EOOD or sole owned company, and change of legal form. It also allows, in certain cases, transfer of the entire property to a sole owner who is a natural person. The Registry Agency’s operational guidance states that transformations are registered after 14 days from filing the application. See the Registry Agency’s service page for certificate of legality of transformation and the current Commercial Register service guidance.
The route matters because the filing is tied to the legal effect of the transaction. A company does not simply submit a description of what it plans to do. It submits the corporate acts and supporting papers needed for the Register to recognise the transformation route chosen under the TZ. In a cross border merger or absorption involving an EU or EEA company, the Registry Agency also states that a certificate of legality is issued on the basis of a prescribed application. That is a separate procedural step and becomes important where the Bulgarian company is part of a cross border structure rather than a purely domestic reshuffle.
ARG’s first task is to identify which entity must file and which steps must be completed before the filing is acceptable. In a transformation, that means checking the sequence of resolutions, the form of the transaction, and whether the file is domestic or cross border. The commercial result changes the filing route. A merger needs a different record from a demerger, and a change of legal form needs a different one again.
For the client, the main practical consequence is timing. A transformation is not treated as a quick amendment. It has a dedicated register path, and the company should expect the filing to be organised around the legal form of the transaction, the register record and any certificate that the transaction requires. If the transaction crosses an EU or EEA boundary, the legality certificate becomes part of the roadmap rather than an optional extra.
A restructuring should be sequenced so that the corporate decision, the filing route and any cross border certificate all point to the same final structure. If those documents describe different outcomes, the file becomes harder to register and harder to implement in banking, tax and internal corporate records.
The steps must be planned separately, because the legal act, the register filing, the creditor period and any payment to shareholders do not happen at the same moment.
For an ordinary OOD reduction, publish the decision and calculate the three-month creditor objection period from publication under Article 150. Entry follows that period under Article 151 with the required evidence. Article 153 permits payments due to the reduction only after registration and satisfaction or security for objecting creditors. A signed decision is therefore not authority to pay out capital immediately. Keep creditor responses and the payment/security evidence with the company record.
That sequence has a concrete consequence. Filing and publication are necessary, but they are not enough by themselves to complete the reduction. The company still has to wait out the creditor period before the constitutional change is entered, and payments to shareholders because of the reduction may be made only after the reduction is registered and the objecting creditors have been secured or paid. In other words, the distribution step comes later than the filing step.
For a capital increase, the sequence is different, but the same discipline applies. The company must first have the correct corporate approval, then prepare the supporting documents, then file the amendment in the register. If the increase is from company funds, the balance sheet and the timing of the general meeting are part of that sequence. If the increase or reduction is tied to euro conversion, the Registry Agency’s current guidance means the articles do not need to be updated just because of automatic conversion alone, but they do need to be updated when the company files a separate capital change or another amendment that requires the constitutional documents to be brought into line.
For a client, the practical implication is simple. The earlier the sequence is mapped, the less likely it is that the company will pay for a filing that has to be redone after the creditor period, after a banking review or after a mismatch between the resolution and the articles. That is why this service is most useful before the board or shareholders sign anything final.
For an ordinary AD new-share issue, Article 194 gives proportional subscription rights and a period of at least one month from publication of the invitation. Restricting or excluding those rights requires the prescribed resolution and management report; a private promise to give all new shares to an investor does not bypass that stage. An increase from profits under Article 197 has its own timing, financial evidence and proportional-allocation rules.
For a restructuring, prepare a schedule of assets, liabilities, contracts, security interests, staff, licences and pending disputes. Identify which entity should hold each item after completion and any consent, notification or sector approval required. Corporate succession, tax treatment and operational permissions are separate questions. ARG coordinates the corporate sequence around those dependencies so that entry in the register and the practical transfer of the business describe the same completed result.
Compare the related procedures in this category, including their requirements and the stage at which you need them.
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