Conversion of the capital of limited liability companies (LLCs) and single-member limited liability companies (SMLLCs) into euros

Conversion of the capital of limited liability companies (LLCs) and single-member limited liability companies (SMLLCs) into euros

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With the introduction of the euro in the Republic of Bulgaria, limited liability companies must convert their capital from levs to euros in accordance with the requirements of the law. The procedure involves the revaluation of the company’s capital and the partners’ shares, as well as the amendment of the articles of association or the memorandum of association.
Limited liability companies are required, within 12 months of the date of the introduction of the euro in the Republic of Bulgaria, to submit for publication in the Commercial Register a certified copy of the articles of association or the memorandum of association reflecting:
•    the revalued amount of the capital;
•    the revalued amount of the company shares
•    the updated capital structure, where necessary

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How is a company's capital converted?

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The revaluation is carried out at the official fixed BGN/EUR exchange rate, and the ratio of the partners’ equity interests in the company’s capital must be maintained.
The revalued capital may be amended up to 5 percent of the registered capital in accordance with the procedure for amending the articles of association (pursuant to Article 32(5) of the Commercial Act). In this case, the provisions of the Commercial Act regarding capital increases and decreases do not apply.
 

What changes can be made?

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Upon a revaluation, the company may:
•    change the par value of the shares;
•    change the number of shares;
•    change the capital structure;
•    increase or decrease the capital within the permissible deviation of up to 5%.

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Legal assistance with the registration of changes in the Commercial Register

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We offer comprehensive legal services for capital revaluation, including:
•    analysis of the current articles of association/memorandum of association;
•    drafting of general meeting resolutions;
•    drafting of a memorandum of association or articles of association;
•    filing of applications with the Commercial Register;