A property sanction on the company that has not brought its constitutive documents into euro within the deadline under Art. 32(1) of the Euro Introduction Act — 31 December 2028.
Art. 59(5)(7) Euro Introduction ActHome / Capital conversion / Penalty and sanctions
Penalty for unconverted capital — what do you really face?
If a company does not adopt the amendment bringing its constitutive documents into euro by 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026), the law provides for a property sanction of ≈ €77–767 (BGN 150–1,500) on the company and a fine of ≈ €51–511 (BGN 100–1,000) on the person at fault (e.g. the manager); on a repeated infringement the amounts are doubled (Art. 59(2), (4)(8) and (5)(7)). The amendment of the law did not change the amounts. More importantly: the penalty does not discharge the obligation — the documents still have to be brought into euro.
Company: ≈ €77–767 (BGN 150–1,500)
Manager at fault: ≈ €51–511 (BGN 100–1,000)
Only if not adopted by 31 Dec 2028
The honest reckoning
What delaying costs — and what the solution costs
If the amendment is not adopted by 31 Dec 2028
- Property sanction on the company: ≈ €77–767 (BGN 150–1,500) — Art. 59(5)(7) of the Euro Introduction Act
- Fine on the manager at fault: ≈ €51–511 (BGN 100–1,000) — Art. 59(2) of the Euro Introduction Act
- On a repeated infringement: double the amount
- The obligation remains — the documents still have to be brought into euro; the penalty does not discharge it
- The capital stays at the official non-round value (e.g. €2,556.46 instead of €2,500.00)
- An amendment of the articles on another ground carries the conversion with it — the articles with the converted capital are attached to the same application (Art. 32(4))
If you adopt it in time
- State fee: €0.00 — Art. 32(4) of the Euro Introduction Act excludes it expressly
- No penalty — you are in time if you adopt the amendment by 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026)
- You choose the rounding — for an OOD or EOOD, to a round value within ±5% (Art. 32(5) of the Euro Introduction Act); the new amount is entered in the register
- On your own: only the time for the documents (and the filing, when due)
- With a lawyer: €99 incl. VAT — final price, everything included — documents within 2 business days, filed by a lawyer
The rule up close
The sanctions under Art. 59 of the Euro Introduction Act — who is liable and how much
A separate fine on the manager at fault — their liability is independent and may be imposed at the same time as the property sanction on the company.
Art. 59(2) Euro Introduction ActOn a repeated infringement both sanctions are imposed in double — up to ≈ €1,534 (BGN 3,000) for the company and up to ≈ €1,023 (BGN 2,000) for the manager.
Art. 59(4)(8) and (5)(7) Euro Introduction Act“I read that the fine is BGN 400–5,000.”
That is the sanction under Art. 59(1)(2) of the Euro Introduction Act — it concerns other obligations under the Act (among them those of issuers and of entities supervised by the Financial Supervision Commission under Art. 32(7) and (8)), not the constitutive documents. For constitutive documents not brought into line in time, the figures above apply: ≈ €77–767 (BGN 150–1,500) for the company and ≈ €51–511 (BGN 100–1,000) for the manager at fault.
Art. 59(1)(2) v. Art. 59(2) and (5)(7) Euro Introduction ActWho imposes the sanctions? Statements of violations under the Euro Introduction Act are drawn up by officials authorised by the bodies listed in Art. 60(1): the Bulgarian National Bank and the Financial Supervision Commission (for entities they supervise), the Executive Director of the National Revenue Agency, the Minister of Innovation and Digital Transformation, and the Chair of the Consumer Protection Commission. The Registry Agency is not among them. Control over Art. 32(1) is expressly assigned to the Financial Supervision Commission — for entities it supervises (Art. 55(2)).
Three common misconceptions
Where managers get the risk wrong
"The register already converted it ex officio — I'm done."
You are not. 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 (what the ex officio replacement covered). The obligation to adopt a resolution and bring the articles of association or the partnership agreement into line rests with the company (Art. 32(1) of the Euro Introduction Act) — and it is precisely for failing to fulfil this obligation that the penalty is provided.
Art. 32(1) Euro Introduction Act"If they fine me, I pay and it's over."
The penalty does not discharge the obligation — the documents still have to be brought into euro, and on a repeated infringement the amounts are doubled. The fine is added to the obligation — it does not replace it.
Art. 59 Euro Introduction Act"I have to convert before we file the annual accounts."
You do not. Since 8 September 2026 annual financial statements can be published without amended articles (Registry Agency, 3 September 2026). What you cannot do is amend the articles on another ground — name, seat, partners, capital — without attaching the articles with the converted capital. The deadline for adopting the amendment is 31 December 2028 — see the deadline page.
Art. 32(1) and (4) Euro Introduction Act, as amendedThe action plan
Not converted yet? Here is what to do
You are not late — the deadline is 31 December 2028. The sooner you bring the articles into line, the easier your next change to them will be.
Adopt the amendment in good time
The resolution and the updated articles must be adopted by 31 December 2028 (Art. 32(1) of the Euro Introduction Act). Their announcement in the Commercial Register — with no state fee for the conversion — is due 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). What the set includes — on the capital conversion documents page.
The most important stepPlanning another change? Combine it with the conversion
A new name, a new seat, a change of partners, a capital increase — when you amend the articles on another ground, the articles with the converted capital go into the same filing (Art. 32(4)), and the two go through in a single procedure (see which combinations require what). Describe your plan in the order to receive a combined quote.
One procedure instead of twoReceived a statement of administrative infringement (AUAN)?
The administrative-penal proceedings have their own deadlines and procedure for objection and appeal under the Administrative Violations and Sanctions Act (ZANN) — we have examined them in detail in the article appealing an AUAN and a penal decree. Contact us before the deadlines expire.
React in timeQuestions about the sanctions
What we are asked about the penalty — with the statutory articles
What is the penalty for unconverted capital?
A property sanction on the company of ≈ €77–767 (BGN 150–1,500), and on the manager at fault a fine of ≈ €51–511 (BGN 100–1,000); on a repeated infringement — in double the amount (Art. 59(2), (4)(8) and (5)(7) of the Euro Introduction Act). The amounts have not changed, and a sanction for not adopting the amendment can arise only after 31 December 2028. The obligation, however, remains — the documents still have to be brought into euro.
Are both the company and the manager liable?
Yes — a property sanction is imposed on the company and a separate fine on the manager at fault; the two liabilities are independent and may be imposed at the same time (Art. 59(2) and (5)(7) of the Euro Introduction Act).
Does the obligation lapse if I pay the penalty?
No. The penalty does not discharge the obligation under Art. 32(1) of the Euro Introduction Act — the constitutive documents still have to be brought into euro and filed for announcement 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); on a repeated infringement the sanctions are in double the amount. Until then the capital stays at the official non-round value.
If I apply for the conversion now, do I owe a fine?
No. 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) — until then there is no liability for not adopting it. No state fee is due for announcing the articles (Art. 32(4)). Filing annual financial statements or other applications that do not amend the articles does not oblige you to present the articles with the converted capital.
Doesn't the register's ex officio conversion release me?
No — the Registry Agency replaced ex officio only the figure on the company file. The company's obligation is to bring the constitutive documents themselves into euro (Art. 32(1) of the Euro Introduction Act) and the penalty is tied precisely to that obligation.
Convert once — with no risk and no state fee
Order online: a lawyer drafts the documents within 2 business days and files them with the Commercial Register. The values for your company — in the free calculator.
€99 incl. VAT — final price, everything included · €0.00 state fee · for EOOD and OOD
What the extension to 31 December 2028 changed — on the deadline page; more answers — in the 26 questions and the full legal guide.
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).