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Euro conversion of share capital in Bulgaria — guide for companies (2026)

Published: 25 March 2026 | Last updated: 26 September 2026 | Author: , Partner & Co-Founder, Innovires Legal

With Bulgaria's adoption of the euro, every company with capital in leva (OOD, EOOD, AD, EAD and KDA) must adopt an amendment of its articles of association, partnership agreement or statutes that expresses the capital in euro at the fixed exchange rate of 1 EUR = 1.95583 BGN. The deadline for amending the articles is 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). The procedure carries no state fee. An OOD or EOOD may adjust its capital by up to 5 % where this is needed to preserve the partners' rights when their shares are converted (Art. 30 and Art. 32(5)); in practice this is also how a round figure is reached.

Update (September 2026): An amendment to the Euro Introduction Act (State Gazette No. 82 of 8 September 2026) extended the Art. 32(1) deadline to 31 December 2028. The articles with the converted capital are filed with the Commercial Register when the company amends its articles on another ground or, for an OOD or EOOD, adjusts the capital by up to 5 % (Art. 32(4) and (5) of the Euro Introduction Act). Annual financial statements and other filings that do not amend the articles can be made without them (Registry Agency, 3 September 2026).

What you will learn in this article

  • What the capital conversion is and which companies are affected
  • How the fixed exchange rate and rounding rules work
  • Step-by-step procedure for an EOOD and OOD, with worked calculation examples
  • Step-by-step procedure for joint-stock companies (AD and EAD)
  • When and how to use the 5 % adjustment
  • Deadlines and penalties
  • How to account for the capital conversion

What is capital conversion and who is affected

Capital conversion is the mandatory technical conversion of the share capital (and the individual shares or interests) from BGN to EUR. It arises from the Act on the Introduction of the Euro in the Republic of Bulgaria (the Euro Introduction Act, Bulgarian abbreviation: ZVERB) and is a direct consequence of Bulgaria's accession to the eurozone.

Which companies are affected

The obligation applies to all commercial companies registered in the Commercial Register whose capital is denominated in BGN:

  • Limited liability companies (OOD and EOOD)
  • Joint-stock companies (AD and EAD)
  • Limited partnerships with shares (KDA)

Sole traders (ET) do not have registered capital and are therefore not affected.

The capital of a variable capital company (DPK) is not entered in the register (Art. 260d(1) of the Commerce Act), so there was no ex officio replacement; if its articles state values in leva (for example the nominal value of the shares), they are also brought into euro by 31 December 2028 (Art. 32(1) of the Euro Introduction Act).

Companies registered on or after 1 January 2026 with their capital in euro have nothing to convert. The exception: if the founding documents were signed in 2025 with capital in leva and the company was registered after 1 January 2026, the obligation applies as well — the capital on the file is in euro, but the articles are in leva (Registry Agency FAQ No. 158).

Legal basis

The capital conversion obligation is set out in Art. 30–33 of the Euro Introduction Act (for an OOD or EOOD, the capital and the partners' shares are converted under Art. 31(4)–(5); for an AD, EAD or KDA, under Art. 31(1)–(3)). The fixed rate is set by Art. 5, and the general conversion and rounding rules by Art. 12–13.

The fixed exchange rate and rounding rules

The fixed rate

Under Art. 5 of the Euro Introduction Act, the fixed conversion rate is 1 EUR = 1.95583 BGN. This rate is irrevocable and applies to all conversions, not only to the capital conversion.

Rounding rules

Art. 12–13 of the Euro Introduction Act set out the rounding rules:

  • Converted amounts are rounded to the second decimal place (to the cent).
  • Standard mathematical rounding applies: if the third decimal is 5 or more, the second decimal is rounded up; if less than 5, it remains unchanged.
  • The official rate is applied with all six significant digits and is never rounded or truncated (Art. 12(1)–(2)).

Conversion formula

To convert an amount from BGN to EUR:

Amount in EUR = Amount in BGN / 1.95583

Example: Capital of BGN 100 converts to 100 / 1.95583 = EUR 51.13 (rounded to the cent).

Step by step for an EOOD/OOD

Procedure

Step 1: Calculate the new capital and the value of the shares/interests.

Take the registered capital in BGN, divide it by 1.95583 and round to the cent (Art. 31(4) of the Euro Introduction Act). Each partner's share in euro is the converted capital distributed in proportion to their holding before the conversion (Art. 31(5)); the sum of the shares must equal the capital (Art. 117(2) of the Commerce Act). If the articles divide the capital into interests of equal value, the par value of one interest in euro usually does not multiply back to the capital exactly — see the examples below and the adjustment of up to 5 % under Art. 32(5).

Step 2: Resolution of the general meeting (or the sole owner of the capital).

For an EOOD: The sole owner of the capital adopts a resolution for the capital conversion under Art. 32, para. 1 of the Euro Introduction Act. The resolution is made in writing; notarization (Art. 137, para. 4 of the Commerce Act) is required only for an explicitly listed set of resolutions — for example reducing or increasing the capital or electing a manager — which does not include amending the articles of association, unless the articles themselves provide for a stricter form.

For an OOD: The general meeting adopts a resolution with a majority of more than 3/4 of the capital (this qualified majority is required because the partnership agreement is being amended). If the partnership agreement provides for a larger majority for amendments, that majority applies (Art. 137(3) of the Commerce Act).

Step 3: Amend the articles of association / partnership agreement.

The capital and the par value of the shares/interests must be stated in EUR in the updated articles of association (EOOD) or partnership agreement (OOD).

Step 4: Filing with the Commercial Register — when it is due.

The articles with the converted capital are filed with the Commercial Register when the company amends its articles on another ground — for example a change of name, of registered seat and address of management, of the partners or the sole owner (OOD/EOOD), a capital increase or reduction under the Commerce Act, or another change to the mandatory content of the articles. They are then attached to the application for that other change (Art. 32(4), as amended, State Gazette No. 82/2026). The resolution of the general meeting or the sole owner and the updated partnership agreement or articles of association are attached; the application — A4 for an OOD or EOOD — is filed electronically with the Registry Agency. If the capital is adjusted by up to 5 % under Art. 32(5), the new amount is entered in the Commercial Register (Art. 119(2) and Art. 140(1)–(3) of the Commerce Act) — in that case filing is mandatory.

Step 5: Publication.

The Registry Agency publishes the updated articles. No additional state fee is charged for the conversion (Art. 32(4), second sentence, of the Euro Introduction Act); the fee for the other change still applies.

Example 1: EOOD with capital of BGN 2

The capital of most EOODs in Bulgaria was BGN 2 (the former minimum).

Conversion: 2 / 1.95583 = EUR 1.02

Par value of the single interest: EUR 1.02

The sole owner may decide to:

  • Keep the capital at EUR 1.02 (exact converted value after rounding).
  • Use the 5 % adjustment and round down to EUR 1.00 (a decrease of EUR 0.02, which is below 5 % of EUR 1.02).

Example 2: OOD with capital of BGN 5,000 and two partners (50/50)

Capital: BGN 5,000, distributed across 50 interests of BGN 100 each. Each partner holds 25 interests.

Capital conversion: 5,000 / 1.95583 = EUR 2,556.46

Distribution under Art. 31(5) of the Euro Introduction Act: 50 % each — EUR 1,278.23 for each partner.

If the partnership agreement keeps 50 interests, one interest would be worth 2,556.46 / 50 = EUR 51.1292 — a value that cannot be expressed in whole cents.

In such cases, the partners may use the 5 % adjustment and adopt:

  • Par value per interest: EUR 51.00
  • Total capital: 50 x 51.00 = EUR 2,550.00
  • Difference from the exact value: 2,556.46 - 2,550.00 = EUR 6.46 (0.25 %, well below the permitted 5 %).

Alternatively:

  • Par value per interest: EUR 52.00
  • Total capital: 50 x 52.00 = EUR 2,600.00
  • Difference from the exact value: 2,600.00 - 2,556.46 = EUR 43.54 (1.70 %, also below 5 %).

An option that keeps the capital unchanged: the interests are split into more interests with a smaller nominal value — for example EUR 0.01 each (the Registry Agency gives such an example). With capital of EUR 2,556.46 that is 255,646 interests; with two partners at 50/50, 127,823 each. It works where the capital in cents divides without remainder in the partners' proportions; with a sole owner, always. The resolution is adopted under the procedure for amending the partnership agreement, and the capital stays exactly at the ex officio figure.

Example 3: OOD with capital of BGN 100,000 and three partners (40/35/25)

Capital: BGN 100,000, distributed across 1,000 interests of BGN 100 each.

  • Partner A: 400 interests (40 %)
  • Partner B: 350 interests (35 %)
  • Partner C: 250 interests (25 %)

Capital conversion: 100,000 / 1.95583 = EUR 51,129.19

Distribution under Art. 31(5) of the Euro Introduction Act: A — EUR 20,451.68, B — EUR 17,895.22, C — EUR 12,782.30.

The sum (EUR 51,129.20) differs from the capital by EUR 0.01 because of rounding, and each of the 1,000 interests would be worth EUR 51.12919 — not a whole-cent value. Our calculator distributes that cent so that the sum is exactly EUR 51,129.19 (A — EUR 20,451.67); even then the ratios are not exactly 40/35/25, which is why the cleaner solution is the 5 % adjustment.

With the 5 % adjustment, the partners may adopt:

  • Par value per interest: EUR 51.00
  • Total capital: 1,000 x 51.00 = EUR 51,000.00
  • Difference: EUR 129.19 (0.25 %)

Distribution:

  • Partner A: 400 x 51.00 = EUR 20,400.00 (40 %)
  • Partner B: 350 x 51.00 = EUR 17,850.00 (35 %)
  • Partner C: 250 x 51.00 = EUR 12,750.00 (25 %)

Each partner's percentage remains unchanged.

Step by step for a joint-stock company (AD/EAD)

For joint-stock companies, the procedure has additional specifics related to share par values.

Step 1: Calculate the new par value of shares.

The par value of each share is converted at the fixed rate. Example: a share with a par value of BGN 1 = 1 / 1.95583 = EUR 0.51.

Step 2: Resolution of the general meeting of shareholders.

The general meeting adopts a resolution for the capital conversion, covering both the capital and the share par value. A majority of 2/3 of the capital represented at the meeting is required (since the statutes are being amended), unless the statutes provide for a larger majority.

Step 3: Set the new par value.

Joint-stock companies have a specific limitation: the minimum par value of a share is EUR 0.01 under Art. 162 of the Commerce Act. A rounder value (e.g., EUR 1.00 per share) is possible only through a capital increase or reduction under the Commerce Act.

If the current par value is BGN 1 (the most common case), conversion gives EUR 0.51 (Art. 31(1) of the Euro Introduction Act), and the capital equals the par value times the number of shares; the difference from the exact conversion is booked as retained earnings or an uncovered loss (Art. 31(2) and (3)). The 5 % adjustment under Art. 32(5) applies only to an OOD or EOOD.

Step 4: Amend the statutes.

The statutes must be updated with the new par value of shares and the total amount of the capital.

Step 5: Filing with the Commercial Register — when it is due.

The statutes with the converted capital are filed with the Commercial Register when the company amends them on another ground — for example a change of name, of registered seat and address of management, a capital increase or reduction under the Commerce Act, or another change to their mandatory content. They are then attached to the application for that other change (Art. 32(2) and (4) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). No additional state fee is due for the conversion; the fee for the other change still applies.

Step 6: Certificated shares and provisional certificates.

If the company has issued provisional certificates or certificated shares, it may replace them with new ones reflecting the par value in euro. The Euro Introduction Act does not expressly require this, and values in leva are deemed to be values in euro at the fixed rate (Art. 11(2) of the Euro Introduction Act). The nominal value of book-entry shares is converted automatically by Central Depository AD (Art. 37(2) of the Euro Introduction Act).

Example for an AD

AD with capital of BGN 50,000, 50,000 shares with a par value of BGN 1.

Conversion: 50,000 / 1.95583 = EUR 25,564.59

Par value per share: 1 / 1.95583 = EUR 0.51

Check: 50,000 x 0.51 = EUR 25,500.00 (difference of EUR 64.59 = 0.25 %).

Result (Art. 31(1)–(3) of the Euro Introduction Act): par value EUR 0.51, capital EUR 25,500.00; the difference of EUR 64.59 is booked as retained earnings (Art. 31(3)). A par value of EUR 0.50 (capital EUR 25,000.00) is possible only through a capital reduction under the Commerce Act — the 5 % adjustment under Art. 32(5) does not apply to an AD.

The 5 % adjustment — when and how

Legal basis

Art. 32, para. 5 of the Euro Introduction Act allows the capital of an OOD or EOOD to be adjusted (increased or decreased) by up to 5 % of the registered capital during the capital conversion; it does not apply to an AD or EAD, where Art. 31(1)–(3) governs. The adjustment is made as an amendment of the articles, and the new amount is entered in the Commercial Register (Art. 119(2) and Art. 140(1)–(3) of the Commerce Act). The adjustment is available where this is needed to preserve the partners' rights when their shares are converted (Art. 30 and Art. 32(5)); in practice this is also how a round figure is reached.

How to calculate the limit

The 5 % limit is calculated against the registered capital (Art. 32(5)) — after the ex officio conversion, its value in euro.

Example: Capital of BGN 5,000 = EUR 2,556.46. Five percent of EUR 2,556.46 = EUR 127.82.

Permissible range: EUR 2,428.64 to EUR 2,684.28.

When to increase and when to decrease

Increasing is appropriate when you want to reach a higher round figure. For an increase within 5 %, the Registry Agency does not require proof of capital paid into a bank (Registry Agency FAQ No. 149), and the Commerce Act rules on capital increases do not apply (Art. 32(5) of the Euro Introduction Act). Whether the difference is covered by a contribution from the partners or from the company's equity is best agreed with your accountant; practice differs.

Decreasing is appropriate when you want a lower round figure. This is a special adjustment under Art. 32(5), to which the Commerce Act rules on capital increases and reductions (including creditor protection, Art. 150) do not apply (Art. 32(5), second sentence). The difference is not paid out to the partners and remains in the company's equity.

Important limitation

The 5 % adjustment cannot take the capital below the statutory minimum — EUR 1 for an OOD or EOOD (Art. 117(1) of the Commerce Act).

Deadlines and penalties

Capital conversion deadline

Under Art. 32(1) of the Euro Introduction Act, as amended with effect from 8 September 2026 (State Gazette No. 82/2026), companies must adopt the amendments to their articles by 31 December 2028 — 36 months from euro adoption. Filing with the Commercial Register is not tied to that date: it is required when the company amends its articles on another ground or, for an OOD or EOOD, adjusts the capital by up to 5 % (Art. 32(4) and (5) of the Euro Introduction Act).

What happens after the deadline

The ex officio conversion has already happened. The replacement took effect by law as at 1 January 2026 (Art. 33 of the Euro Introduction Act). The Registry Agency carried it out between 9 January and 24 March 2026, for 936,367 company files. For an OOD or EOOD the registered capital was divided by 1.95583 and rounded to the cent (Art. 31(4)). For an AD, EAD or KDA the nominal value of one share was rounded to the cent and multiplied by the number of shares (Art. 31(1) and (2)) — for example, 50,000 shares of BGN 1 give EUR 25,500.00, not EUR 25,564.59. The partners' shares in an OOD were not touched, and the articles of association or statutes remained in leva. If a company does not amend its constitutive documents by 31 December 2028:

  • The capital on the file stays at the ex officio figure; for an OOD or EOOD, a round figure (the 5 % adjustment) is possible only by amending the articles and registering the new amount.
  • The constitutive documents still show the capital in leva until you amend them yourself, which may create inconsistencies.
  • The company and the person at fault risk sanctions under Art. 59 of the Euro Introduction Act (the amounts are unchanged), and the obligation to convert remains.

Penalties

Under Art. 59 of the Euro Introduction Act, for failure to comply with the obligation under Art. 32(1) on time, the following sanctions may be imposed (the amounts were not changed by State Gazette No. 82/2026):

Subject Penalty amount
Natural person (e.g. the manager) — fine, Art. 59(2) ≈ EUR 51 to EUR 511 (BGN 100 to BGN 1,000)
Legal entity — property sanction, Art. 59(5)(7) ≈ EUR 77 to EUR 767 (BGN 150 to BGN 1,500)
Repeat violation (Art. 59(4)(8) and (5)(7)) Double the amount

The penalty may be imposed on both the company and its manager.

Accounting treatment

The capital conversion raises specific accounting questions that need to be addressed.

General principle

Account balances, including the subscribed capital, were converted as at the euro changeover date — 1 January 2026 (Art. 48(1) and (5) of the Euro Introduction Act). Differences from converting equity are recognised in equity (Art. 48(6)), and under the official guidelines on Chapter Four, Section II "Accounting Documents" of the Act (item 4.9) differences relating to the subscribed capital are taken to retained earnings / accumulated losses from prior years. They are not income or expense of the company.

Treatment of the adjustment difference

Decrease. If the capital is reduced within the 5 % range (for example from EUR 2,556.46 to EUR 2,550.00), the difference of EUR 6.46 is not paid out to the partners and remains in the company's equity; for differences relating to the subscribed capital, the guidelines on the Euro Introduction Act (item 4.9) point to retained earnings / accumulated losses from prior years.

Increase. For an increase within 5 %, the Registry Agency does not require proof of capital paid into a bank (Registry Agency FAQ No. 149), and the Commerce Act rules on capital increases do not apply (Art. 32(5) of the Euro Introduction Act). Whether the difference is covered by a contribution from the partners or from the company's equity is best agreed with your accountant; practice differs.

Date of the capital conversion

Adopting the amendment of the articles does not create a new accounting entry — the capital was already converted as at 1 January 2026. The up-to-5% adjustment is an amendment of the articles and takes effect on its entry in the Commercial Register (Art. 140(3) of the Commerce Act).

Tax implications

Differences from converting the capital are recognised in equity (Art. 48(6)) — they do not pass through profit or loss and therefore do not affect the accounting result from which the corporate tax base under the Corporate Income Tax Act starts. Exchange differences from converting assets and liabilities, however, are recognised for tax purposes (Art. 48(4)).

Frequently asked questions

What is the fixed exchange rate for the capital conversion?
The fixed rate is 1 EUR = 1.95583 BGN under Art. 5 of the Euro Introduction Act. The rate is irrevocable and is not subject to market fluctuations.
What is the deadline?
The deadline is 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). If you change the company's name, seat, partners or capital before then, the articles with the converted capital are filed together with that change (Art. 32(4)).
Is there a state fee?
No. Under Art. 32, para. 4 of the Euro Introduction Act, no state fee is charged for publishing the articles with the converted capital — an exception to the general rules on fees for changes to a company's file. When the conversion is filed together with another change, you pay one fee — for the other change. The register's system also calculates a fee for the conversion, but according to the Registry Agency (24 March 2026) no second fee is due, and the application is accepted even if the amount paid differs from the one displayed.
Can I use the 5 % adjustment to increase the capital?
Yes, for an OOD or EOOD (Art. 32(5) of the Euro Introduction Act). The 5 % adjustment may be either a decrease or an increase. For an increase, the Registry Agency does not require proof of capital paid into a bank (Registry Agency FAQ No. 149); how the difference is covered is best agreed with your accountant. The new amount is entered in the Commercial Register (Art. 119(2) and Art. 140(1)–(3) of the Commerce Act).
What happens if I miss the deadline?
A breach is possible only after 31 December 2028. In early 2026 (by 24 March) the Registry Agency replaced the registered capital ex officio with the values in euro under Art. 31 and Art. 33 of the Euro Introduction Act — only the figures in the company file. That replacement did not apply the 5 % adjustment: unless an OOD or EOOD makes that adjustment when amending its articles, the non-round figure remains. Until the amendment is adopted, the constitutive documents still show the capital in leva. If the amendment has not been adopted by 31 December 2028, the company faces a property sanction of ≈ EUR 77 to EUR 767 (BGN 150 to BGN 1,500) under Art. 59(5)(7) and the person at fault a fine of ≈ EUR 51 to EUR 511 (BGN 100 to BGN 1,000) under Art. 59(2) of the Euro Introduction Act; the obligation to convert remains.
Is notarization of the general meeting resolution required?
As a rule, no. Notarization of the signatures and content (Art. 137, para. 4 of the Commerce Act) is required only for an explicitly listed set of resolutions — admission and expulsion of a partner and consent to transfer an interest to a new member, reduction and increase of capital, election of a manager, acquisition and disposal of real estate. The capital conversion resolution amends the partnership agreement or articles of association and is not among them — written form is sufficient, unless the partnership agreement provides for a stricter form or the same minutes also carry a resolution from that list.
Is the capital conversion a capital change?
No. The capital conversion is a technical conversion, not a capital increase or decrease within the meaning of Chapters XIII–XV of the Commerce Act. The creditor protection rules for capital reductions do not apply. The 5 % adjustment (OOD and EOOD) likewise does not follow the Commerce Act rules on capital increases and reductions (Art. 32(5), second sentence, of the Euro Introduction Act), but the new amount is entered in the Commercial Register.
Can the percentage of ownership among partners change?
No. The capital conversion must not alter the ratio of interests among partners. If the calculations produce a discrepancy, it must be resolved by choosing a par value for the interests that preserves the existing proportions.

Conclusion

Bringing the capital into euro is an obligation for every OOD, EOOD, AD, EAD and KDA with capital in leva, and the deadline for adopting the amendment is 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). The procedure carries no state fee and requires a resolution of the general meeting (in an EOOD, of the sole owner) and an update of the articles of association, partnership agreement or statutes; the articles with the converted capital are filed with the Commercial Register when the company amends its articles on another ground or, for an OOD or EOOD, adjusts the capital by up to 5 % (Art. 32(4) and (5) of the Euro Introduction Act). The option of a 5 % adjustment (OOD and EOOD) is practically useful for achieving round capital and interest values.

If you need assistance with calculating the new capital, preparing the documents, or filing with the Commercial Register, the team at Innovires Legal is at your disposal. Contact us for a consultation.

→ Order the capital conversion online — €99 incl. VAT, documents in 2 business days  ·  Free calculator with per-partner share breakdown

This article is prepared for informational purposes only and does not constitute legal advice. For a specific legal question related to your situation, please consult a qualified lawyer. The information is current as at 26 September 2026 (Euro Introduction Act as amended, State Gazette No. 82/2026) and may be affected by subsequent legislative changes. The sections on deadlines, penalties and filing with the Commercial Register were updated in September 2026 following the amendment to the Euro Introduction Act (State Gazette No. 82/2026); the September reviews also corrected AD rounding, the 5 % adjustment, the minimum capital, the distribution of the partners' shares and the accounting section (see the corrections log).

Need assistance?

The Innovires Legal team can assist you with the capital conversion — from calculations to filing with the Commercial Register. You can also order the full service online (€99 incl. VAT, final price).