The shares don't add up
The sum of the rounded shares must equal the rounded capital. Where the conversion is miscalculated, the Register may refuse the entry — this is the most common arithmetic error when the figures are worked out "by hand".
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OOD share capital conversion — the shares are what matter
With an OOD it isn't only the capital that is recalculated: every partner's share must be expressed in euro without shifting a single ratio — this is exactly where mistakes cause the Register to refuse, and exactly what the lawyer is there for. The deadline for adopting the amendment is 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026); if it has not been adopted by then, the company is liable to a property sanction of ≈ €77–767 (BGN 150–1,500).
Shares to the cent
State fee: €0.00
€99 incl. VAT — final price, everything included
The procedure for an OOD
From the notice to the announcement in the register
Calculating the capital and each share
The capital and the shares are recalculated at the rate of 1 EUR = 1.95583 BGN (Art. 5 of the Euro Introduction Act). The sum of the shares in euro must equal the capital in euro — for non-round values this calls for precise allocation of the rounding differences, so that the ratios between the partners remain unchanged.
We do it · with a check against the company fileResolution of the general meeting
The partners adopt a resolution to convert the capital and the shares into euro and to amend the company agreement. We draft the minutes with the exact figures and wording; the meeting may go ahead even without a formal notice, provided all partners take part and agree.
We draft · you signUpdated company agreement
The company agreement is brought into line with capital and shares in euro. We prepare a consolidated up-to-date text and a certified copy for announcement — including where the agreement has been amended many times over the years.
We draftDeclarations, application and filing by a lawyer
The set is completed with the mandatory declarations and the application for announcement. A lawyer reviews everything and files it electronically; no state fee is due (Art. 32(4) of the Euro Introduction Act). We track the company file until the register rules.
Documents within 2 business days · Register: about 2–3 weeks (as at September 2026)Concrete figures
Example: an OOD with two partners
Capital BGN 5,000, shares 60% / 40%. The exact recalculation yields non-round shares. For an OOD the law allows an adjustment of 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 — here the capital and the shares become "clean" while the ratio is preserved exactly:
Before and after · rate 1.95583
| Item | Today (BGN) | Exact (€) | Rounded (€) |
|---|---|---|---|
| Capital | 5,000.00 | 2,556.46 | 2,500.00 |
| Partner A — 60% | 3,000.00 | 1,533.88 | 1,500.00 |
| Partner B — 40% | 2,000.00 | 1,022.58 | 1,000.00 |
The rounded column carries a −2.2% adjustment, within the permitted ±5%. The 60/40 ratio is preserved exactly, and every value is round — cleaner documents, fewer mistakes going forward. When the capital is rounded in this way, the new amount is entered in the Commercial Register (Art. 119(2) and Art. 140(1)–(3) of the Commerce Act) — filing is then mandatory. Calculate your own scenario with the calculator with a per-partner breakdown.
An option that keeps the capital unchanged: the shares are split into more shares with a smaller nominal value — for example €0.01 each (the Registry Agency gives such an example). With capital of €2,556.46 that is 255,646 shares; with two partners at 50/50, 127,823 each. It works where the capital in cents divides without remainder in the partners' proportions — in the 60/40 example above it does not (60% of 255,646 is 153,387.6). The resolution is adopted under the procedure for amending the articles, and the capital stays exactly at the ex officio figure.
Where it goes wrong
The two most common reasons for a refusal with an OOD
Shifted ratios
The law is categorical (Art. 30 of the Euro Introduction Act): the capital conversion cannot change the partners' rights. Rounding that shifts the percentages even slightly is grounds for a refusal and for a dispute between partners.
That is why every set we prepare goes through a double check: a deterministic calculation of the shares to the cent and a lawyer's review of the wording. If a refusal is our fault — we correct it and re-file free of charge.
Order for your OOD
UIC + contact details. We retrieve the partners and the shares from the Commercial Register, calculate the shares to the cent and prepare the whole set — we only write to you if something calls for your decision.
€99 incl. VAT — final price, everything included · €0.00 state fee · within 2 business days
Questions about OOD
What partners ask us
What majority is needed for the resolution?
By law, the resolution is adopted by the majority required to amend the company agreement — more than three quarters of the capital (Art. 137(3) of the Commerce Act); the agreement may only require a larger majority. Before drafting the minutes we check the clauses in your company file and tell you exactly who must vote and how.
A partner is abroad and cannot attend. Does that block the procedure?
Not necessarily. Depending on your agreement, the resolution may be adopted in writing or through a proxy, and the signatures collected remotely. Describe the situation in the note to your request — we will propose a workable route for your case.
A partner does not agree. Can the others proceed without them?
It depends on the majority your agreement requires. It is important to know: the adjustment is a statutory obligation of the company, to be adopted by 31 December 2028, with a sanction for inaction, and conversion at the fixed rate takes no rights away from anyone — the shares and the ratios stay the same, expressed in a different currency. This usually persuades even the skeptical partner.
Our shares are of different sizes (not equal). Is that a problem?
No — 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 total of the shares is reconciled with the capital in euro. It is precisely with unequal shares that a manual calculation most often comes out a cent or two off, which is why our calculation is automated and reviewed by a lawyer before signing.
Is notarization of the general meeting minutes required?
For the resolution to convert the capital into euro, notarization is not required in the common case. If your company agreement provides for a stricter form for resolutions, 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).
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).
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).