The shares don't add up
The sum of the rounded shares must equal the rounded capital. Where the redenomination 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 capital redenomination — 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.
Shares to the cent
State fee: €0.00
€89 excl. VAT — everything included
The procedure for an OOD
From the notice to the entry
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, ЗВЕРБ). 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) ЗВЕРБ). We track the company file through to the successful entry.
Documents within 2 business days · 3–5 business days at the RegisterConcrete figures
Example: an OOD with two partners
Capital BGN 5,000, shares 60% / 40%. The exact recalculation yields non-round shares — which is why the law allows an adjustment of up to ±5% (Art. 32(5) ЗВЕРБ), by which 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. Calculate your own scenario with the calculator with a per-partner breakdown.
Where it goes wrong
The two most common reasons for a refusal with an OOD
Shifted ratios
The law is categorical: redenomination 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.
€89 excl. VAT, everything included · €0.00 state fee · within 2 business days
Questions about OOD
What partners ask us
What majority is needed for the resolution?
The resolution concerns an amendment to the company agreement, for which the Commerce Act and the agreement itself require a qualified majority. Exactly what applies to your company depends on the clauses of your agreement — we check it against the company file before drafting the minutes and tell you 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, with a sanction for inaction, and redenomination 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 — each share is recalculated separately and the total 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 will let you know at the file-check stage — before you have paid anything.