Converting an EOOD to EDPK in Bulgaria — Steps & Timeline (2026)

Why convert — advantages of the EDPK

The variable capital company (DPK/EDPK) is a new legal form introduced by the amendments to the Commercial Act of 15 December 2024. It is designed for startups and small enterprises that need flexibility in attracting investors and managing capital.

• Employee stock options. The EDPK allows the issuance of warrants — options giving employees the right to acquire interests at a specified price in the future.
• Classes of interests. Different classes with different rights — preferential liquidation quota, non-voting interests, higher dividend.
• Convertible loans. The lender provides financing which, under certain conditions, converts into an equity interest.
• No escrow account. Capital is not registered in the CR, reducing administrative burden.
• Simplified transfer. Notarial certification of signatures only (not content).
• Legal entity as manager. The EDPK permits management by a legal entity, which is not possible for an EOOD.

Eligibility conditions

Two conditions must be met cumulatively (Art. 260a Commercial Act):

1. Average number of employees — under 50
2. Annual turnover and/or value of assets — not exceeding BGN 4,000,000 (~EUR 2,045,168)

Important: If after conversion the EDPK exceeds the thresholds, the company is obliged to convert back to an OOD/EOOD or AD within a specified period.

Step-by-step procedure

Step 1: Notification to the NRA (Art. 77(1) DOPK)

File a notification with the National Revenue Agency. The NRA carries out a check for tax liabilities.

Step 2: Obtain a certificate from the NRA

The NRA issues a certificate confirming the existence or absence of tax liabilities. Issuance period: up to 60 days.

Step 3: Decision of the sole owner

The sole owner adopts a decision to convert, documented by a protocol with notarial certification of the signature. For an EOOD, no transformation plan is prepared.

Step 4: Capital verification by the inspector

An appointed inspector (registered auditor) verifies the capital and prepares a report under Art. 264n of the Commercial Act.

Step 5: Preparation of the EDPK founding act

The founding act must contain: name, registered seat, scope of business, capital amount, classes of interests, and management structure.

Step 6: Preparation of declarations

Declarations under Art. 260a(2), 260a(3), 260ts(4) of the Commercial Act, and Art. 13(4) and (5) of the Commercial Register Act.

Step 7: Filing with the Commercial Register

File Application V21 (deregistration of EOOD) and Application A19 (registration of EDPK) simultaneously.

Step 8: Registration

The registration officer registers the conversion no earlier than 14 days after filing (creditor protection period).

Step 9: Practical steps after registration

The EDPK receives a new UIC. Assets, rights, and obligations pass by universal succession. Update bank accounts, contracts, NRA/NSSI registrations, Property Register, and vehicle registrations as applicable.

Required documents

1. Applications V21 and A19
2. Protocol with the sole owner’s decision (notarial certification of signature)
3. Founding act of the EDPK
4. Inspector’s report under Art. 264n of the Commercial Act
5. NRA certificate under Art. 77(1) DOPK
6. Declaration under Art. 260a(2) of the Commercial Act
7. Declaration under Art. 260a(3) of the Commercial Act
8. Declaration under Art. 260ts(4) of the Commercial Act (notarially certified)
9. Declarations under Art. 13(4) and (5) of the Commercial Register Act
10. Notarially certified consent and specimen signature of the EDPK manager
11. Receipt for the paid state fee

Fees and timelines

Item	Amount / Timeline
State fee (paper)	EUR 92.03
State fee (electronic)	EUR 46.02
Transformation plan publication	Not payable (no plan for EOOD-to-EDPK)
Notarial certification of signature	~EUR 5–10
Inspector’s (auditor’s) fee	~EUR 200–500
NRA certificate	Free (processing up to 60 days)
Minimum period before registration	14 days after filing
Total duration	~2–3 months

Tax neutrality

The conversion is tax-neutral:

• Corporate tax. No taxable financial result is determined at the date of conversion. Tax assets and liabilities pass to the EDPK without revaluation.
• VAT. The EDPK is the legal successor and automatically retains the VAT registration.
• Employment relationships. All contracts pass under Art. 123 of the Labour Code (transfer of undertaking).
• Licences and permits. Pass by universal succession (notify regulatory authorities).

What happens to the UIC

The EDPK receives a new UIC (Unified Identification Code). The EOOD is deregistered.

Practical consequences:

• Bank accounts — notify the bank and change the account holder
• Contracts — notify counterparties; execute addenda with updated details
• Invoices — all documents must contain the new UIC from the date of registration
• NRA and NSSI — file notification; VAT registration passes automatically but new certificate needed
• Property and vehicles — re-register at the relevant offices

EOOD-to-EDPK vs OOD-to-DPK — differences

Aspect	EOOD to EDPK	OOD to DPK
Transformation plan	Not required	Mandatory
Publication of plan	No	Yes (EUR 10.23)
Decision	Sole owner’s protocol	GA decision (3/4 majority)
Inspector	Yes	Yes
State fee (electronic)	EUR 46.02	EUR 56.25
Duration	~2–3 months	~3–4 months
Complexity	Lower	Higher

Frequently asked questions

Conclusion

Converting an EOOD to an EDPK unlocks access to instruments such as employee stock options, convertible loans, and classes of interests — essential for attracting investors and flexibly managing capital. The procedure is significantly simpler than an OOD-to-DPK conversion, and the state fee of EUR 46.02 is reasonable.

If you are considering converting your EOOD to an EDPK, contact Innovires Legal for a consultation. Our team will assess whether the EDPK is the right form for your business and handle the procedure from start to finish.

This article is for informational purposes only and does not constitute legal advice. The information is current as of 26 March 2026.