REVALUATION OF SHARES IN THE CAPITAL OF A LIMITED LIABILITY COMPANY (EOOD AND OOD)
Useful information from the Registry Agency
In connection with the introduction of the Euro in the Republic of Bulgaria, the Registry Agency provides the following information regarding questions raised about the revaluation of shares in the capital of a limited liability company:
Limited liability companies are required, within 12 months of the date of introduction of the euro in the Republic of Bulgaria, to submit for entry in the commercial register, certified by the body representing the company, a copy of the articles of association/memorandum of association reflecting the revalued amount of the capital, as well as the revalued amount of the shares with which the partners participate in the capital. The submission for publication of copies of the articles of association shall be made simultaneously with the filing of the first subsequent application for entry, deletion, or publication in the commercial register. The revaluation of the partners’ shares in the capital of the limited liability company shall be carried out while maintaining the ratio of their share participation in the company’s capital.
In order to preserve the rights of the partners in a limited liability company, when revaluing their shares, the articles of association may be amended in the part concerning the revalued capital up to 5 percent of the capital entered in the commercial register. In this case, the trader may change the capital of the company and/or the revalued amount of the share in the capital of a specific partner and/or the number of company shares and/or the capital structure (number of shares*value of the share=amount of capital). For this purpose, the trader shall submit to the commercial register a decision of the general meeting, taken in accordance with the procedure for amending the articles of association by a majority of ¾ of the capital, and an updated articles of association/memorandum of association.
For example: A limited liability company with a capital of 100 leva (51.13 euros) may:
- change the value of the shares to EUR 0.01, with a total number of 5,113 shares;
- determine the number of shares, for example 10, with a nominal value of €5.11 each, so that the value of the capital will be reduced within the permissible 5% (€51.10);
- determine a larger amount of capital, rounding the amount to a whole number of EUR 52, with the distribution being in accordance with the number of partners and the size of the shares;
- reduce the amount of capital to €50, which is also within the permissible 5% and divided by the number of shares and the number of partners.