Your company’s share capital has already been automatically converted into euros, but the procedure does not end there. By the end of 2026, companies must publish an updated memorandum of association or articles of association reflecting the amounts in euros.
What documents are required when converting share capital into euros?
The Registry Agency has already automatically converted the registered share capital of companies. The next mandatory step is to bring the company’s internal documents into line with the new euro amounts and publish the updated document in the Commercial Register.
Proper preparation is important because even a minor discrepancy between the share capital, the value of the shares, and the content of the documents may lead to delays or rejection.
1. Updated memorandum of association or articles of association
This is the main document that must be brought into line with the converted share capital.
- For an EOOD, the memorandum of association must be updated
- For an OOD, the articles of association must be updated
- For an AD or KDA, the company statutes must be updated
The document must clearly state:
- The amount of the share capital in euros
- The nominal value of the company shares
- The distribution of shares between the shareholders in the case of an OOD
- The current structure of the share capital
For an OOD, the proportion of ownership held by each shareholder must remain unchanged.
2. Decision of the sole owner or minutes of the general meeting
In certain cases, an additional corporate document must be prepared:
- A decision of the sole owner of the share capital for an EOOD
- Minutes of the general meeting of shareholders for an OOD
Such a decision is particularly important when the number of shares, their nominal value, or the structure of the share capital must be changed so that the figures are mathematically accurate and consistent.
3. Application for publication in the Commercial Register
The updated document may be submitted:
- Together with the next application filed under the company’s registration record
- Separately using application form G1
The document must be certified by the person or persons authorised to represent the company.
Common mistakes that may cause problems
- A discrepancy between the share capital and the total value of the shares
- Incorrectly calculated amounts in euros
- A discrepancy between the memorandum of association and the information in the Commercial Register
- Incorrect distribution of shares between the shareholders
- Missing certification by the company’s authorised representative
- An incomplete set of documents when changing the structure of the share capital
What does “Eksperta” recommend?
To ensure that the procedure is completed without delays:
- Check the current information in the company’s registration record
- Calculate the value of the share capital and shares in euros accurately
- Ensure that all documents are consistent before submission
- Do not leave the procedure until the last minute
Bring your company documents into compliance on time
The conversion of the share capital has been completed automatically, but updating and publishing the corporate documents remains the responsibility of the company.
“Eksperta” provides a complete review, preparation, and submission of the required documents, ensuring that the procedure is completed correctly, without unnecessary loss of time or unpleasant surprises.
Contact us for more information or book a consultation.