Share capital conversion deadline — extended to 31 December 2028
An amendment to the Euro Introduction Act (ZVERB), published in State Gazette No. 82 of 8 September 2026, extended the Art. 32(1) period from 12 to 36 months: companies must adopt the amendment of their articles of association, partnership agreement or statutes — with the capital in euro — by 31 December 2028. The old rule that the articles go in with any application to the register no longer applies: they are now filed 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 can be published without them.
Deadline: 31 December 2028State fee: €0.00Penalty after 31 Dec 2028: ≈ €77–767 (BGN 150–1,500)
Check in 10 seconds
Do you need to file with the register now?
Are you planning to amend your articles, partnership agreement or statutes — a new name, a new registered seat or address of management, a change of partners or of the sole owner (OOD/EOOD), a capital increase or reduction?
Then the articles with the converted capital are attached to the application for that change (Art. 32(4) of the Euro Introduction Act, as amended, State Gazette No. 82/2026) — the two go through in a single procedure, and no additional state fee is due for the conversion.
Art. 32(4) Euro Introduction Act, as amended
Your deadline is 31 December 2028. By then the company must adopt the amendment of its articles with the capital in euro. A filing with the Commercial Register is due when you amend the articles on another ground. If you want a round capital, for an OOD or EOOD the adjustment of up to ±5% is made by amending the articles, and the new amount is entered in the register.
Art. 32(1) and (5) Euro Introduction Act; Art. 140 Commerce Act
If the application was filed on or after 8 September 2026 and did not amend the articles or partnership agreement — you have missed nothing. The articles with the converted capital must accompany another application only when that application amends the articles. If the application amended the articles, or was filed before 8 September 2026, write to us — we will review your company file.
Art. 32(4) Euro Introduction Act, as amended
The timeline
What has already happened — and what remains for you
January 2026
Bulgaria adopted the euro
From 1 January 2026 the fixed rate of 1 EUR = 1.95583 BGN applies (Art. 5 of the Euro Introduction Act). 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. The constitutive documents — articles of association, company agreement or statutes — remained in leva.
8 September 2026 · State Gazette No. 82
The law is amended
The Art. 32(1) period becomes 36 months — to 31 December 2028. The articles with the converted capital are filed with the Commercial Register only “in the cases where the law requires them to be presented” (Art. 32(4), as amended). As early as 3 September 2026, the Registry Agency announced that annual financial statements can be published, and procura, branches, pledges, attachments, liquidation and beneficial owners entered, without amended articles.
2026–2028 — current obligation
The documents are brought into euro by the company
The owners adopt a resolution and bring the constitutive documents into line, expressing the capital and shares in euro (Art. 32(1) of the Euro Introduction Act). No state fee is due for announcing the articles (Art. 32(4) of the Euro Introduction Act).
When you amend your articles
The converted capital goes in with the change
If you amend the articles or partnership agreement on another ground — name, registered seat and address of management, partners or the sole owner (OOD/EOOD), a capital increase or reduction, another change to their mandatory content — the articles with the converted capital are attached to the application for that change (Art. 32(4) of the Euro Introduction Act). How the combined procedure works — on the capital conversion together with another change page.
31 December 2028
The final date for everyone
The last day for adopting the amendment of the articles, partnership agreement or statutes (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026).
After 31 December 2028
Penalties — and the obligation remains
The amounts have not changed: a property sanction on the company of ≈ €77–767 (BGN 150–1,500), ≈ €153–1,534 (BGN 300–3,000) on repetition — Art. 59(5)(7) of the Euro Introduction Act; a fine on the person at fault (e.g. the manager) of ≈ €51–511 (BGN 100–1,000), ≈ €102–1,023 (BGN 200–2,000) on repetition — Art. 59(2) and (4)(8) of the Euro Introduction Act. Bringing the documents into euro is still due, and the capital is left with the official non-round value. The full reckoning, the myths and the steps — on the penalty for unconverted capital page.
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What we are watching: Bill No. 52-654-01-129 amending the Commercial Register Act, adopted at first reading on 16 September 2026, proposes a further amendment to Art. 32(4) and (5) of the Euro Introduction Act: the articles with the converted capital would be filed only where the Commerce Act requires a copy of the statutes or articles of association, and paragraph 5 (the up-to-5% adjustment) would refer to the same procedure. As at 26 September 2026 this is not law. If it is adopted, we will update this page.
One date and one condition
The deadline — and when you file with the register
01 · The deadline
31 December 2028
The final date under Art. 32(1) of the Euro Introduction Act applies to companies with capital registered in leva: EOOD, OOD, AD, EAD, KDA. Sole traders have no registered capital and owe no conversion.
Art. 32(1) Euro Introduction Act, as amended02 · The condition
When you amend your articles
Amending your articles or partnership agreement on another ground — name, seat and address, partners (OOD/EOOD), capital? The articles with the converted capital are attached to the application for that change. Annual accounts and filings that do not amend the articles do not trigger this.
Art. 32(4) Euro Introduction Act, as amended03 · The sensible approach
Once, at your own pace
When you adopt the amendment yourself, an OOD or EOOD can choose rounding within ±5% (Art. 32(5) of the Euro Introduction Act) and arrive at a round value — for example €2,500.00 instead of €2,556.46. The new amount is then entered in the Commercial Register (Art. 140 of the Commerce Act). And when you later amend your articles, the conversion is already in place.
Art. 32(5) Euro Introduction Act
Timing
How long the whole procedure takes
The arithmetic is simple — but it contains one variable that does not depend on the applicant: the workload of the Commercial Register.
Order and calculation
You submit the UIC and contact details online. The lawyer runs an official check of the company file, calculates the values in euro, and proposes rounding if it is suitable for your capital.
The application is filed electronically. By law the registration official rules immediately after three working days from receipt of the application (Art. 19(2) of the Commercial Register and Register of Non-Profit Legal Entities Act). As at September 2026 the register is overloaded and applications take around two to three weeks.
Register: about 2–3 weeks (as at September 2026) · outside our control
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On a calm schedule the whole procedure comes together in about a week; as at September 2026 the register is overloaded and applications take around two to three weeks. Our advice: do not leave adopting the amendment to the last weeks before 31 December 2028 — and if you are planning a change to your articles, combine the two in one application.
Questions about the deadline
What we are asked about the deadline — with the statutory articles
What is the deadline for the capital conversion?
31 December 2028 — 36 months from the introduction of the euro (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). By that date companies must adopt the amendment of their constitutive documents. 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).
Do I have to file the conversion with our annual accounts or another application?
No, unless that application amends the articles. 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 — or, for an OOD or EOOD, adjusts the capital by up to 5% (Art. 32(4) and (5) of the Euro Introduction Act). In the first case they are attached to the application for that other change (Art. 32(4), as amended, State Gazette No. 82/2026). Annual financial statements can be published, and entries on procura, branches, pledges, attachments, liquidation, beneficial owners and others can be made, without amending the articles for the conversion (Registry Agency, 3 September 2026).
What happens if I do not convert the capital in time?
If the amendment has not been adopted by 31 December 2028, the liability is the same as before — the amounts have not changed: a property sanction on the company of ≈ €77–767 (BGN 150–1,500), ≈ €153–1,534 (BGN 300–3,000) on repetition — Art. 59(5)(7) of the Euro Introduction Act; a fine on the person at fault (e.g. the manager) of ≈ €51–511 (BGN 100–1,000), ≈ €102–1,023 (BGN 200–2,000) on repetition — Art. 59(2) and (4)(8) of the Euro Introduction Act. The obligation itself does not lapse. The full reckoning, the myths and the steps — on the penalty for unconverted capital page.
Do new companies incorporated after 1 January 2026 have this deadline?
As a rule, no — a company incorporated after the introduction of the euro registers its capital directly in euro and has nothing to bring into line. The exception: if the founding documents were signed in 2025 with capital in leva but the company was registered after 1 January 2026, the obligation applies to you as well: the capital on the file is in euro, but the articles are in leva (Registry Agency FAQ No. 158).
Is a fee due if I apply for the conversion now?
No. Under Art. 32(4) of the Euro Introduction Act, no state fee is due for announcing the articles with the converted capital. This has also been confirmed by the Registry Agency. When the articles are filed together with another change, the fee for that change is due.
When at the latest should I start in order to meet the deadline?
The amendment must be adopted by 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). Our documents are ready within 2 business days, and when the articles are filed with the register, the registration official rules immediately after three working days from receipt of the application (Art. 19(2) of the Commercial Register and Register of Non-Profit Legal Entities Act); as at September 2026 the register is overloaded and applications take around two to three weeks. The most convenient moment is together with your next change to the articles — the filing is due then anyway — provided it comes before 31 December 2028. If no such change is planned, or you want a round capital, do it earlier rather than in the last weeks before the deadline.
Convert once — at your own pace, with no state fee
Check the values with the free calculator or place an order: a lawyer drafts the documents within 2 business days and files them with the Commercial Register.
€99 incl. VAT — final price, everything included · €0.00 state fee · for EOOD and OOD
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).