Everything people ask about share capital conversion — with the articles of the law

Recalculating the company's registered capital from leva to euro at the fixed rate of 1 EUR = 1.95583 BGN (Art. 5 of the Euro Introduction Act) and bringing the constitutive documents (company agreement, articles of association, statutes) into line with the new currency; the articles are announced 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).

Yes. The automatic conversion by the Registry Agency (in early 2026, by 24 March) changed only the figures entered in your file. The obligation to adopt a resolution and bring the constitutive documents themselves into line remains yours — Art. 32(1) of the Euro Introduction Act, with a deadline of 31 December 2028 (as amended, State Gazette No. 82/2026).

All commercial companies whose capital is registered in leva: EOOD, OOD, AD, EAD and KDA. 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) — for a DPK we quote individually. Sole traders (ET) have no capital and owe no adjustment. Procedures by legal form: EOOD · OOD · AD/EAD.

No — and it cannot. The law expressly requires the conversion to be carried out in a way that does not affect the rights of the partners and shareholders (Art. 30 of the Euro Introduction Act): the shares and the ratios stay the same, expressed in euro.

If the company was formed with capital directly in euro — no, the obligation does not apply to you. If you were registered before the euro was introduced, with capital in leva, you owe the adjustment like everyone else. 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).

31 December 2028 — extended from 12 to 36 months from the introduction of the euro (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). 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 can be filed without them. Details — on the deadline page.

A property sanction on the company of ≈ €77–767 (BGN 150–1,500), and a fine on the manager at fault of ≈ €51–511 (BGN 100–1,000); on repetition — doubled (Art. 59(2), (4)(8) and (5)(7) of the Euro Introduction Act). A sanction for not adopting the amendment can arise only after 31 December 2028; the obligation remains even after a sanction.

Together — when you amend the articles on another ground (registered seat and address of management, partners, name, capital), the articles with the converted capital are attached to the same application (Art. 32(4), as amended, State Gazette No. 82/2026). The two procedures go through in a single application — describe your plan in the request. A change of manager does not necessarily amend your articles — we check that at the review.

No. 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 (Art. 32(4), as amended, State Gazette No. 82/2026; Registry Agency, 3 September 2026). The articles with the converted capital are 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). If you have already attached the articles with the converted capital to the application for the annual financial statements, check in the company file whether they were announced. If not, write to us.

No. Under Art. 32(4) of the Euro Introduction Act, no state fee is due for announcing the adjusted documents — confirmed by the Registry Agency too (“No state fee is due for the announcement.”). 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. Be wary of offers that advertise an “included state fee” — they are including zero.

€99 incl. VAT — final price when ordered online, for EOOD and OOD (standard rate for an individual engagement: €192 incl. VAT) — an all-inclusive price: the calculations, the resolution/minutes, the updated constitutive document, the declarations, filing by a lawyer and tracking through to entry. For AD/EAD and non-standard cases — an individual quote within 24 hours.

Online, at the time of ordering — by card, Apple Pay or Google Pay (through viva.com) or by bank transfer against a pro-forma invoice; your card details never reach us. If the file check shows your case is non-standard, you choose: we refund what you paid in full, or you receive an individual quote for the difference.

Yes — we issue it to the company under the UIC you provide, with nothing more for you to fill in, and you receive it by email together with the prepared documents. If you want the invoice made out to a different recipient (e.g. the accounting firm or a holding company), you indicate that with a single checkbox when ordering.

In full — if on checking the company file we decline to take the case, if you withdraw before we have sent you the prepared documents, or if in a non-standard case you do not accept the individual quote (Terms, item 8). If the Commercial Register issues a refusal for a reason in the documents we prepared, we correct them and re-file free of charge — we don't leave you with a half-finished procedure.

If the refusal is due to the documents we prepared — we correct them and re-file entirely at our expense. That is why every set goes through a lawyer's review before filing.

The adjustment is a legal procedure: a resolution of the owners, an amendment to the constitutive document, announcement in the Commercial Register when due. A good accountant will tell you the same — which is why we work with many accounting firms under the partner program: they remain the contact, we carry the legal responsibility.

1 EUR = 1.95583 BGN — the fixed rate under Art. 5 of the Euro Introduction Act, with no exceptions and no “market” rate. Calculate your capital with the free calculator.

Yes — for an OOD or EOOD the law allows the capital to be adjusted by up to ±5% where this is needed to preserve the partners' rights when their shares are converted (Art. 30 and Art. 32(5) of the Euro Introduction Act); in practice this is also how a round figure is reached (e.g. €2,500 or €2,600). The adjustment cannot bring the capital below the statutory minimum (€1 for an OOD or EOOD — Art. 117(1) of the Commerce Act) and cannot shift the ratios between the partners. It 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) — in that case filing is mandatory. For an AD or EAD this adjustment does not apply: the nominal value of the share is converted and rounded to the cent (Art. 31(1)–(3) of the Euro Introduction Act).

The converted capital is distributed among the partners in proportion to their holdings before the conversion (Art. 31(5) of the Euro Introduction Act), and the sum of the shares in euro must equal the capital in euro — to the cent. The rounding differences are allocated so that the ratios remain unchanged. This is the most common place for errors and refusals — see the procedure for OOD.

Not in the classic sense — it is a special adjustment to which the Commerce Act rules on capital increases and reductions, including the notices to creditors, do not apply (Art. 32(5), second sentence, of the Euro Introduction Act). For an increase within 5%, the Registry Agency does not require proof of capital paid into a bank (Registry Agency FAQ No. 149). Whether the difference is covered by a contribution from the partners or from the company's equity, and how an Art. 32(5) adjustment is booked, is best agreed with your accountant; practice differs. Differences from the conversion itself are recognised in equity (Art. 48(6) of the Euro Introduction Act).

A resolution of the sole owner (EOOD) or minutes of the general meeting (OOD/AD), an updated articles of association / company agreement / statutes with the capital in euro, the mandatory declarations and the application for announcement. All are prepared by us and go through a lawyer's review.

In the common case (EOOD and OOD) — no: the documents are signed by the owners and the representative and filed electronically by a lawyer with a qualified electronic signature. If your company agreement requires a stricter form, we tell you at the file check; if this takes the case beyond the standard service, you choose between a full refund and an individual quote (Terms, item 7).

The UIC and contact details. The Register is public (Art. 11 of the Commercial Register Act) — the lawyer establishes the capital, the shares, the partners and the registered seat by checking the company file directly and returns them to you for confirmation. We do not ask for scanned ID cards for the standard procedure.

Our internal turnaround is two business days to a set ready for signature. The ruling rests with the Commercial Register: 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. We track the file and notify you on the day of entry.

Yes — request, confirmation, signing per our guidance and electronic filing, with no office visit. For owners abroad we prepare a bilingual set where needed; see also the procedure for EOOD with the remote route.

The law firm Innovires Legal (Dimitrova, Cholakov & Partners), Sofia — over 120 companies have already converted their capital through us. With names, faces and a team page: see the team. Before you pay anyone for this service, check whether there are names on the other side — many “conversion” sites name none at all.