A receivable can be real property for company-law purposes even though it is intangible. A shareholder loan, an amount repayable to a partner, or a trade claim against another business can therefore be contributed to the capital of a Bulgarian company instead of being collected in cash first. In return, the contributor receives interests or shares and the company acquires the claim.

The apparent simplicity hides two legal operations: an in-kind capital contribution and an assignment of the receivable. Both must work. An accounting balance alone does not prove a transferable claim, and calling a bookkeeping entry “debt to equity” does not replace the statutory valuation, corporate decision, or Commercial Register entry.

This guide provides general information as at 1 August 2026. It is not legal, tax, accounting, audit, valuation, insolvency, or investment advice for a particular company, creditor, or debtor.

Contributions of Receivables at a Glance

Which Receivables Can Be Contributed?

Articles 72 and 73 of the Registry Agency's current Commercial Act treat a receivable as a possible non-cash contribution. The company agreement or statutes must identify the contributor, fully describe the asset, state its monetary value, and record the legal basis of the contributor's right.

A workable receivable is normally present, sufficiently individualised, and capable of assignment. Examples include:

• principal and accrued interest under a documented shareholder or third-party loan
• an OOD partner's due right to repayment of an additional cash contribution made under Article 134
• a trade receivable supported by a contract, delivery evidence, invoices, and acceptance records
• a dividend that has been validly declared and has become payable
• a claim established by an enforceable judgment or other executable title

Our guide to additional cash contributions explains why an Article 134 payment remains debt until a separate capitalisation is completed.

The creditor must check transfer restrictions in the contract, governing law, and the nature of the right. A claim is unsuitable where the law, agreement, or its personal character prevents assignment. Future labour or services are expressly excluded from in-kind capital. Contingent, disputed, unmatured, time-barred, attached, previously assigned, or pledged receivables are not automatically worthless, but they require focused legal analysis and may be unacceptable or valued well below face amount.

Foreign-currency receivables can be considered, but Bulgarian registered capital and 2026 applications are in euro. The valuation must define the currency, reference date, conversion method, interest cut-off, and who bears exchange movements between valuation and registration. See our euro capital guide for the wider 2026 register and accounting framework.

The Three-Expert Valuation Is Not Optional

For an OOD/EOOD, AD/EAD, or KDA, Article 72 requires three independent experts selected by a registration officer—not privately selected “court experts.” A request is submitted through the Registry Agency's official expert-appointment service, usually with a draft description and the evidence needed to understand the claim. The experts' deposit or remuneration is separate from the later state fee for registering the capital increase.

The written conclusion must contain a complete asset description, valuation method, resulting value, and its relationship to the interests or to the number, nominal value, and issue value of shares subscribed by the contributor. The final company agreement or statutes may use a lower value, but never a higher one. If the contributor rejects the conclusion, the statutory choices are to make a cash contribution or not participate on that basis.

For a receivable, face value is only a starting point. The experts may examine:

• the agreement, invoices, bank payments, delivery evidence, acknowledgements, and accounting confirmations creating the debt
• principal, interest, maturity, limitation, governing law, and currency
• whether the claim is conditional, disputed, subordinated, accelerated, or subject to counterclaims or set-off
• the debtor's financial position and payment record
• guarantees, mortgages, pledges, and whether they validly follow the claim
• prior assignment, attachment, enforcement, or insolvency proceedings

The Commercial Act does not promise a universal 14-day valuation. Timing depends on appointment, deposits, document quality, expert questions, and the asset's complexity. Do not hold the final corporate meeting until the usable valuation and exact euro figures are known.

Claim Against the Company or Against a Third Party?

The Company Owes Its Shareholder

The most common debt-to-equity case is a shareholder loan to the same company whose capital will increase. The contributor transfers the claim to its own debtor. Once the contribution and capital increase take effect, creditor and debtor coincide, so the financial liability is extinguished while registered equity increases.

Article 73(3) expressly removes the notification requirement where the receivable is against the receiving company. Notice is therefore not a ceremonial attachment. The file instead needs particularly strong proof that the company genuinely incurred and still owes the amount: agreement, transfer of funds, ledger entries, interest computation, amendments, and confirmation that it was not repaid, waived, or otherwise discharged.

A Third Party Owes the Contributor

Where another debtor owes the money, the company becomes the new creditor. Under the Ministry of Justice's current Obligations and Contracts Act, the claim generally passes with its privileges, security, and accrued interest unless agreed otherwise. The previous creditor must notify the debtor, deliver the supporting documents, and confirm the transfer in writing. The assignment becomes effective against the debtor and third parties when the debtor is notified by that previous creditor.

The Commercial Act therefore requires proof of that notice with the contribution documents. Delivery must be demonstrable. Before notice, payment to the old creditor or competing dispositions can create serious problems. The company also takes the claim subject to relevant defences and set-off risk; a debtor confirmation is valuable but does not replace full diligence.

Procedure for an OOD or EOOD

1. Prove and Clear the Asset

Reconcile the legal documents with both parties' ledgers. Confirm the exact principal, interest, maturity, limitation position, security, and absence of earlier transfers or encumbrances. Search relevant insolvency, enforcement, and special-pledge records. For foreign documents, plan authentication, certified Bulgarian translation, and governing-law evidence.

2. Obtain the Article 72 Conclusion

Submit the appointment request, cooperate with the three experts, and review the conclusion against the contemplated ownership. A capital amount cannot be rounded above the valuation merely to simplify the interests.

3. Adopt the Corporate Decisions

The OOD general meeting approves the capital increase, subscription or increase of interests, contributor, full asset description and valuation, and amended articles. Article 137 requires unanimity of all partners for an OOD capital increase. The default minutes require simultaneous notarial certification of signatures and content unless the existing articles expressly permit ordinary written form. Admission of a new partner and the related ownership allocation must also be addressed.

In an EOOD, the sole owner exercises those powers and adopts a coordinated written decision and updated founding act. Our OOD registration guide covers the continuing governance and ownership structure after entry.

4. Complete Notice and File A4

Notify a third-party debtor through the contributing creditor and retain proof; omit that step only where the statutory company-debtor exception applies. A typical A4 package includes:

• the general-meeting or sole-owner decision in the required form
• the expert appointment act and signed valuation conclusion
• updated articles or founding act with the Article 72 particulars, plus a disclosure copy with unnecessary personal data removed
• contributor consent and asset description in any additionally required form
• source documents proving the receivable and evidence of debtor notice where applicable
• a new-partner application and acceptance of the articles, if relevant
• applicant declarations, authority documents, power of attorney, and fee evidence

The current Registry Agency state-fee tariff sets the capital-change fee at the euro equivalent of BGN 15 electronically and BGN 30 on paper: EUR 7.67 and EUR 15.34 respectively. Valuation deposits, notarial certification, translations, apostilles, and advice are additional.

Additional Rules for an AD or EAD

An AD capital increase generally requires two thirds of votes attached to the shares represented at the meeting; statutes can require more, and each class must decide where several classes exist. Existing capital must be fully paid. Article 193 requires the resolution to identify the receivable, contributor, and nominal value of the shares issued against it. The expert conclusion is announced with the increase decision.

Existing shareholders' pre-emption rights also matter. Issuing shares to one creditor may require a properly reasoned exclusion or limitation, a board report, the statutory majority, and coordinated issue-price terms. The A5 package normally adds the subscriber list certified by the competent board, updated statutes, class approvals where applicable, and documents proving the shares were validly subscribed. Public companies and regulated entities need separate securities and supervisory analysis.

Accounting, Tax, and Related-Party Work

The legal file and accounting entries should use the same effective date and amount. For a third-party receivable, the company generally recognises a financial asset and the corresponding equity under its applicable accounting framework; the contributor derecognises the receivable and recognises an investment. For a claim against the company, the company derecognises the liability and recognises capital, with any difference between the expert value, nominal capital, and issue terms recorded only after the precise structure is agreed with the accountant.

Article 10 of the VAT Act generally treats the in-kind contribution itself as not being a supply. That does not cancel VAT, bad-debt, invoice, adjustment, or collection consequences attached to the underlying transaction. Nor is every contributor automatically tax-neutral. Accounting gains or losses, corporate income tax, personal income tax, withholding, treaty, and foreign-exchange questions depend on the creditor, debtor, history, and valuation.

Shareholder loans and other controlled transactions must also satisfy the arm's-length principle. The National Revenue Agency's transfer-pricing guidance confirms that Bulgarian rules apply to domestic as well as cross-border related parties. Preserve the original financing rationale, interest support, repayment history, valuation, and corporate benefit analysis.

Liability, Insolvency, and the Set-Off Trap

An expert valuation is not a guarantee that a debtor will pay. Under Article 100 of the Obligations and Contracts Act, a transferor in an onerous assignment answers for the receivable's existence at transfer, but does not automatically guarantee the debtor's solvency unless it undertook that responsibility. Representations, security, and indemnities should therefore be deliberate—not assumed from a Registry filing.

Article 73a of the Commercial Act creates a different rule: an OOD partner's or AD shareholder's obligation to contribute capital cannot be forgiven, except through a capital reduction, and cannot be set off. A company must not subscribe new “cash” capital and simply net that payment obligation against its debt to the shareholder. The lawful debt-to-equity route is the documented in-kind contribution, expert valuation, corporate approval, and registration.

If either the company or third-party debtor is in financial distress, valuation is only part of the problem. Check insolvency filings, maturity, limitation, ranking, security, avoidable transactions, and available set-offs. Capitalising a shareholder loan does not cure an inability to pay or remove management's duty to seek insolvency proceedings within the statutory period. A formal restructuring or rehabilitation plan may require a different route and creditor protections.

Finally, a waiver is not the same transaction. Forgiving a shareholder loan may remove the liability but does not issue interests, increase registered capital, or complete an Article 72 contribution. It can also produce different accounting and tax results. Choose between repayment, waiver, subordination, additional cash contribution, or capitalisation only after comparing the legal and financial consequences.

Lion Consult can coordinate the receivable diligence, Registry expert process, corporate resolutions, debtor notice, and capital filing with the company's accountant and tax adviser. Discuss your proposed debt-to-equity transaction with our team.

The validity, value, transferability, tax treatment, and insolvency effect of a receivable depend on its documents, governing law, parties, security, and financial circumstances. Obtain transaction-specific Bulgarian legal, accounting, valuation, and tax advice before adopting or filing the increase.

Frequently Asked Questions

Can a shareholder loan be contributed to Bulgarian company capital?

Yes. It can be structured as an in-kind contribution under Articles 72–73 of the Commercial Act, requiring expert valuation, corporate approval, and Commercial Register entry.

Who values the receivable?

Three independent experts appointed by a Registry Agency registration officer. The registered contribution value cannot exceed their conclusion.

Must the debtor be notified?

A third-party debtor must be notified by the contributing creditor, with evidence retained. Notice is expressly unnecessary when the receiving company is itself the debtor.

What majority does an OOD need?

A capital increase requires unanimity of all partners. The existing articles may impose additional requirements.

Can the shareholder's claim be set off against a cash-capital obligation?

No. Article 73a prohibits setting off or simply forgiving the capital-contribution obligation. The statutory in-kind contribution procedure must be used.

Is the contributor liable if the debtor never pays?

Not automatically for the debtor's solvency. In an onerous assignment, the transferor generally warrants the claim's existence but guarantees solvency only if expressly agreed.

Is the transaction subject to VAT?

Article 10 of the VAT Act generally treats the in-kind contribution itself as outside the definition of a supply, but underlying VAT, invoice, adjustment, tax, and accounting consequences remain case-specific.