Shareholders Book

We begin the new year 2026 with one of the most important topics concerning Variable Capital Companies (VCCs). No, this is not the adoption of the euro, but rather the Shareholders Book – one of the key elements of the legal framework governing VCCs. This article examines the nature, significance, and rules for maintaining this book, as well as its role in the company’s operations.

What is the Shareholders Book?

The Shareholders Book is the main internal corporate document in which information about all shareholders of the VCC, respectively the sole owner of a sole-owned VCC, is recorded. It plays a central role in the management of the company by ensuring clarity and transparency and has a legitimising function. Unlike other types of commercial companies, the names of the shareholders or the sole owner of a VCC are not entered in the Commercial Register, but instead are recorded in the Shareholders Book.

Pursuant to Article 260ж et seq. of the Bulgarian Commercial Act, the book serves to:

• establish the identity of the shareholders in a VCC;
• record changes in the composition of the company’s shareholders;
• document all actions related to the shareholders’ equity interests.

What information is recorded in it?

The law provides for the following minimum set of data that must be entered in the Shareholders Book:

• names, addresses, and identification data of the shareholders – Personal Identification Number/Foreigner’s Number for individuals and Unified Identification Code for legal entities;
• number of shares held by each shareholder, their nominal value, and the date of acquisition;
• the type of contributions against which the shares were acquired – monetary or non-monetary;
• the class of shares, if applicable;
• changes in the ownership of shares – in the event of transfers between shareholders or to new persons;
• resolutions of the general meeting, where they affect shareholders’ rights or affect changes to the capital;
• other circumstances provided for by law or by the articles of association of the VCC.

Who maintains the Shareholders Book and how?

The creation and maintenance of the Shareholders Book is an obligation of the company’s management body – the manager or the board of directors. Where external management services are used for the administration of a VCC, the book may be maintained by an authorised person or organisation. The management body is required to ensure that all mandatory entries are made in the Shareholders Book no later than 7 days after the relevant documents have been submitted, in accordance with the requirements of the law and the articles of association.

What are the responsibilities in maintaining it?

The main responsibilities include updating the data, safekeeping the book, and ensuring access for shareholders to the recorded information. The Shareholders Book of a VCC may be maintained in physical form – a paper document kept at the company’s address – or in electronic form – a digital record providing greater flexibility and the possibility of online access. Where the book is maintained electronically, it is essential to ensure data security through encryption and protection against unauthorised access. To create an electronic Shareholders Book, you may register here.

Where must it be kept?

The book must be kept at the company’s registered address or at another location designated in the articles of association of the VCC. When an online Shareholders Book is maintained, the data may be stored on a secure server, and all requirements for the protection of personal data under the General Data Protection Regulation (GDPR) must be observed. In today’s digital era, maintaining an online Shareholders Book is not only possible but also recommended for VCCs. The DPK.bg platform provides all necessary tools for:

• creating and maintaining an electronic Shareholders Book for VCCs/sole-owned VCCs;
• recording changes after approval by the competent management bodies;
• ensuring continuous and secure access for shareholders and management bodies;
• generating up-to-date extracts from the Shareholders Book for submission to public authorities, banks, and third parties.

Why choose an Electronic Shareholders Book with DPK.bg?

All activities related to the entry of new shareholders, the transfer of shares, and other changes in the Shareholders Book can be carried out easily and quickly through our platform. Upon registration, each user has the opportunity to create a free online Shareholders Book for a period of one month, fully compliant with all legal requirements. Moreover, our platform provides access to an enhanced content, exceeding the minimum legal requirements. Each shareholder or manager of a VCC can, at any time and with a single click, generate an up-to-date extract from the Shareholders Book in PDF format for submission to a public authority, bank, or other interested third party. All of this saves time, money, and paper, while ensuring full compliance with the law. Our online platform DPK.bg is your reliable partner in the management of a Variable Capital Company.