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The automatic capital conversion — what it covered and what remains for you

As at the euro changeover date (1 January 2026) the capital entered in the Commercial Register — and, for an AD or KDA, the registered nominal value of the shares — was replaced ex officio with the values in euro determined under Art. 31(1), (2) and (4) of the Euro Introduction Act (Art. 33); the Registry Agency completed the replacement on 24 March 2026. For an OOD or EOOD this is the capital divided by 1.95583 and rounded to the cent; for an AD, EAD or KDA, the nominal value of one share rounded to the cent and multiplied by the number of shares. Only the figures in the company file were replaced — the constitutive documents (articles of association, partnership agreement or statutes) remained in leva. The obligation to bring them into line is yours — with a deadline of 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026).

The number: replaced automatically The documents: remain for you Deadline: 31 December 2028

The division of labour

What the register did — and what remains for the company

The Registry Agency — ex officio
  • Replaced the figures in the company file with the values in euro under Art. 31(1), (2) and (4) (Art. 33 of the Euro Introduction Act)
  • Applied the fixed rate 1 EUR = 1.95583 BGN (Art. 5 of the Euro Introduction Act)
  • Rounded to the cent — OOD/EOOD: capital ÷ 1.95583, rounded to the cent; AD/EAD/KDA: nominal value of one share rounded to the cent × number of shares
  • No application and no involvement from you — in early 2026 (by 24 March)
The company — adopts the amendment by 31 December 2028
  • A resolution of the owners to bring the capital and the shares into euro (Art. 32 of the Euro Introduction Act)
  • Fully updated articles of association / partnership agreement — not just the capital clause
  • The option of a round value for an OOD or EOOD — an adjustment of up to ±5% (Art. 32(5) of the Euro Introduction Act), which the automatic replacement does not apply
  • Filing for announcement — when the company amends its articles on another ground or, for an OOD or EOOD, adjusts the capital by up to 5%, at no state fee for the conversion (Art. 32(4) and (5) of the Euro Introduction Act)

The discrepancy

What your company looks like today — on the example of a capital of BGN 5,000

In the company file at the Commercial Register €2,556.46

The automatically recalculated value — exact at the rate, but non-round and without the ±5% adjustment.

In the articles of association / partnership agreement BGN 5,000

The document still states a capital in leva — a discrepancy that is removed only by bringing it into line.

After bringing into line — your choice €2,500.00

For an OOD or EOOD, when you bring the articles into line you can choose a round value within ±5% (Art. 32(5) of the Euro Introduction Act); the new amount is entered in the register.

If you do nothing ≈ €77–767

A property sanction after 31 December 2028 (BGN 150–1,500) and a separate fine for the manager at fault — and the obligation remains (Art. 59(2) and (5)(7) of the Euro Introduction Act).

The values for your company — in the free calculator with shares by partner.

Why it is not "done"

Three reasons the automatic replacement is not the end

01 · The legal one

The obligation under Art. 32 remains

The law requires the companies themselves to adopt a resolution and bring their constitutive documents into line with the capital in euro by 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). The automatic replacement of the number does not discharge that obligation — and a sanction is provided for failing to comply with it.

Art. 32(1) and Art. 59(5)(7) of the Euro Introduction Act
02 · The practical one

Your documents state a capital in leva — a record that no longer matches the file

The articles of association or the partnership agreement still state capital and shares in leva. The discrepancy between the document and the register comes to light in dealings with a bank or a counterparty — and when you next amend the articles on another ground, the articles with the converted capital must be attached.

Art. 32(4) of the Euro Introduction Act, as amended
03 · The numerical one

The automatic value is non-round

The automatic recalculation applies only the rate and the rounding to the cent — without the ±5% adjustment. The result is values such as €2,556.46 — and if you bring the documents into line without the adjustment, the nominal values of the shares also remain non-round. When you bring them into line, an OOD or EOOD can choose a round value — for example, €2,500.00 — which is then entered in the register.

Art. 32(5) of the Euro Introduction Act

Questions about the automatic conversion

What people ask us after the automatic replacement — with the statute articles

Do I need to do anything after the automatic capital conversion, since the register already shows euro?
Yes. The automatic capital conversion changed only the recorded number in the company file. Under Art. 32(1) of the Euro Introduction Act (as amended, State Gazette No. 82/2026) the company is obliged to adopt a resolution and bring its constitutive documents into line with the capital in euro by 31 December 2028; they are filed for announcement in 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 sanction for non-compliance is tied precisely to that obligation.
When and how was the automatic replacement carried out?
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 €25,500.00, not €25,564.59. The partners' shares in an OOD were not touched, and the articles of association or statutes remained in leva. The ±5% adjustment is not applied in the automatic replacement — for an OOD or EOOD it is an option only when the company itself brings the documents into line.
Can I keep the non-round automatic value?
Yes — for an OOD or EOOD the ±5% adjustment is an option, not an obligation. You can bring the constitutive documents into line with the exact automatically recalculated value. What is mandatory is bringing the documents into line as such; the round value is the additional benefit of bringing the documents into line yourself (Art. 32(5) of the Euro Introduction Act).
Do I owe a fee or a fine after the automatic replacement?
You owe nothing for the automatic replacement. For bringing the documents into line no state fee is due either (Art. 32(4) of the Euro Introduction Act). A sanction is provided only if the documents have not been brought into line by 31 December 2028 — ≈ €77–767 (BGN 150–1,500) for the company and ≈ €51–511 (BGN 100–1,000) for the manager at fault (Art. 59(2) and (5)(7) of the Euro Introduction Act).
What happens to the partners' shares?
When the documents are brought into line, the converted capital is distributed among the partners in proportion to their holdings before the conversion (Art. 31(5) of the Euro Introduction Act), rounded to the cent, so that the sum of the nominal values of all shares equals the capital, with no change in the ratio between the partners. It is precisely the share arithmetic that is the most common source of mistakes — check the values in the calculator or leave the computation to a lawyer.

Finish what the register started

Order online: a lawyer prepares the resolution and the updated constitutive document within 2 business days, files them and tracks the company file until the register rules. The values — in the free calculator.

€99 incl. VAT — final price, everything included · €0.00 state fee · for EOOD and OOD

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The full set — on the documents page; more answers — in the FAQ.

YC
Written by Yordan Cholakov — Partner & Co-Founder, Innovires Legal, registered in the Unified Register of Lawyers (Supreme Bar Council).
Innovires Legal files share capital conversions with the Commercial Register for Bulgarian companies and their foreign owners. Current as at September 2026 (Euro Introduction Act as amended, State Gazette No. 82/2026).