Capital Redenomination for the Euro in Bulgaria — Guide for Companies (2026)

What you will learn in this article

• What redenomination 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 redenomination

What is redenomination and who is affected

Capital redenomination 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)
• Cooperatives

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

Companies whose capital is already denominated in EUR (for example, those incorporated after a certain date or those that voluntarily converted to EUR) are also not subject to redenomination.

Legal basis

The redenomination obligation is set out in Art. 25 of the Euro Introduction Act. The general rules on conversion and rounding are found in Art. 9 and Art. 12 of the same Act.

The fixed exchange rate and rounding rules

The fixed rate

Under Art. 9 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 capital redenomination.

Rounding rules

Art. 12 of the Euro Introduction Act sets 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.
• Intermediate calculations must use no fewer than three decimal places.

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 capital amount in BGN and divide by 1.95583. Do the same for the par value of each share/interest.

Step 2: Resolution of the General Assembly (or the Sole Owner of the Capital).

For an EOOD: The sole owner of the capital adopts a resolution for redenomination of the capital under Art. 25 of the Euro Introduction Act. The resolution is documented in a protocol with notarization of the signature (or without notarization if the founding act provides for this under Art. 137, para. 4 of the Commercial Act).

For an OOD: The General Assembly adopts a resolution with a majority of more than 3/4 of the capital (this qualified majority is required because the articles of association are being amended). If the articles of association provide for a different majority for amendments, that majority applies.

Step 3: Amend the founding act / articles of association.

The capital and the par value of the shares/interests must be stated in EUR in the updated articles of association or founding act.

Step 4: File an application with the Commercial Register.

An application for registration of a change is filed with the company's file at the Registry Agency. The application must be accompanied by: the General Assembly/Sole Owner resolution, and the updated articles of association/founding act. The application is filed electronically.

Step 5: Registration.

The Registry Agency processes the registration. Under Art. 25, para. 4 of the Euro Introduction Act, no state fee is charged.

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

Par value per interest: 100 / 1.95583 = EUR 51.13

Check: 50 interests x EUR 51.13 = EUR 2,556.50. This produces a difference of EUR 0.04 compared to the exact capital value (EUR 2,556.46).

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 %).

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

Par value per interest: 100 / 1.95583 = EUR 51.13

Check: 1,000 x 51.13 = EUR 51,130.00 (difference of EUR 0.81).

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 redenomination of the capital and the share par value. A majority of 2/3 of the capital represented at the meeting is required (since the articles of association are being amended), unless the articles 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. 13, para. 2 of the Euro Introduction Act. In practice, most ADs will choose a round value (e.g., EUR 1.00 per share).

If the current par value is BGN 1 (the most common case), conversion gives EUR 0.51. With the 5 % adjustment, the company may adopt a par value of EUR 0.50 or EUR 0.51.

Step 4: Amend the articles of association.

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

Step 5: File an application with the Commercial Register.

An application for registration of the change is filed. No state fee is charged.

Step 6: Replace share certificates (for certificated shares).

If the company has issued provisional certificates or certificated shares, they must be replaced with new ones reflecting the par value in EUR. For book-entry shares (held at the Central Depository), the change is reflected automatically.

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 %).

The company may adopt:

• Par value of EUR 0.51, capital of EUR 25,500.00.
• Or par value of EUR 0.50, capital of EUR 25,000.00 (difference of EUR 564.59 = 2.21 %).

The 5 % adjustment — when and how

Legal basis

Art. 25, para. 2 of the Euro Introduction Act allows the capital to be adjusted (increased or decreased) by up to 5 % of its value during redenomination. The purpose is to enable companies to achieve round figures for their capital and shares/interests.

How to calculate the limit

The 5 % limit is calculated against the exact value of the converted capital (before rounding).

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. The difference between the new and converted capital must be actually contributed by the partners. In practice, this means a minimal additional payment.

Decreasing is appropriate when you want a lower round figure. Since the redenomination is not a capital decrease within the meaning of the Commercial Act, the creditor protection rules for capital reductions (Art. 150 of the Commercial Act) do not apply. The difference remains in the company's reserves.

Important limitation

The 5 % adjustment cannot result in capital below the statutory minimum. For OOD, the minimum capital is EUR 1 (Art. 13, para. 1 of the Euro Introduction Act). For AD, the minimum is EUR 25,000 (under Art. 13, para. 3 of the Euro Introduction Act in conjunction with the Commercial Act).

Deadlines and penalties

Redenomination deadline

Under Art. 25, para. 1 of the Euro Introduction Act, companies must redenominate their capital and file the registration application with the Commercial Register by 31 December 2026.

What happens after the deadline

If a company has not redenominated its capital by 31 December 2026, the Registry Agency carries out an ex officio redenomination. In the case of ex officio conversion:

• The capital is converted at the fixed rate.
• The value is rounded to the cent.
• The 5 % adjustment is not applied (meaning you lose the opportunity for round figures).
• The articles of association are not automatically updated, which may create inconsistencies.

Penalties

Under Art. 32 of the Euro Introduction Act, the following property sanctions apply for failure to redenominate on time:

Subject	Penalty amount
Natural person (manager)	EUR 205 to EUR 1,023
Legal entity	EUR 511 to EUR 2,557
Repeat violation	Double the amount

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

Accounting treatment

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

General principle

Under Art. 12 of the Euro Introduction Act, all accounting entries in BGN are converted to EUR at the fixed rate. For capital, this means that a rounding difference (or 5 % adjustment) does not represent income or expense of the company in the traditional sense.

Treatment of the adjustment difference

Decrease. If the capital is reduced within the 5 % range, the difference is recorded as a reserve. Example: Capital of BGN 5,000 = EUR 2,556.46, adjusted to EUR 2,550.00. The difference of EUR 6.46 is credited to "Redenomination reserves" (or an analogous reserve fund defined by the company's accounting policy).

Increase. If the capital is increased within the 5 % range, the difference must be actually contributed by the partners. The accounting entry is recorded as a capital contribution: Debit "Receivables from partners" / Credit "Share capital."

Date of redenomination

The accounting entries for the redenomination are recorded as of the date of the General Assembly (or Sole Owner) resolution, not the date of registration in the Commercial Register.

Tax implications

The redenomination itself is not a taxable event. Rounding and adjustment differences are not treated as taxable income or expense under the Corporate Income Tax Act (ZKPO). This is confirmed in the explanatory notes to the Euro Introduction Act.

Frequently asked questions

Conclusion

Capital redenomination is mandatory for every commercial company registered in Bulgaria, and the 31 December 2026 deadline is approaching. While the procedure carries no state fee, it requires a General Assembly resolution, an update to the founding act, and a filing with the Commercial Register. The option of a 5 % adjustment 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.

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 of the publication date (25 March 2026) and may be affected by subsequent legislative changes.