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Penalty for un-transformed capital — what do you really face?

If a company fails to bring its constitutive documents into euro in time, the law provides for a property penalty of €77–767 on the company and a fine of €51–511 on the manager at fault; on a repeated infringement the amounts are doubled (Art. 59(5)(7) of the Euro Introduction Act, ЗВЕРБ). More importantly: the penalty does not discharge the obligation — the documents still have to be brought into euro.

Company: €77–767 Manager at fault: €51–511 Remediable: applying is free of charge

The honest reckoning

What delaying costs — and what the solution costs

If the deadline is missed
  • Property penalty on the company: €77–767 — Art. 59(5)(7) of the Euro Introduction Act
  • Fine on the manager at fault: €51–511
  • 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)
  • The next change to the company file goes through the transformation — filed without it, it risks a refusal or complication
If you apply in time
  • State fee: €0.00 — Art. 32(4) of the Euro Introduction Act excludes it expressly
  • No penalty — you are in time until 31 December 2026 (Art. 32(1) of the Euro Introduction Act), provided you do not file another change before then without applying for the transformation together with it (Art. 32(4))
  • You choose the rounding — to a round value within ±5% (Art. 32(5) of the Euro Introduction Act)
  • On your own: only the time for the documents and the filing
  • 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

01 · The company €77–767 BGN 150–1,500

A property penalty on the company that has not brought its constitutive documents into euro within the deadline under Art. 32(1) of the Euro Introduction Act.

Art. 59(5)(7) Euro Introduction Act
02 · The manager at fault €51–511 BGN 100–1,000

A separate fine on the manager at fault — their liability is independent and may be imposed at the same time as the property penalty on the company.

Art. 59(5)(7) Euro Introduction Act
03 · On repetition × 2 double the amount

On a repeated infringement both sanctions are imposed in double — up to €1,534 for the company and up to €1,023 for the manager.

Art. 59(5)(7) Euro Introduction Act

Three common misconceptions

Where managers get the risk wrong

Myth 1

"The register already transformed it ex officio — I'm done."

You are not. In January 2026 the Registry Agency replaced only the figure on 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
Myth 2

"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(5)(7) Euro Introduction Act
Myth 3

"I have until 31 December."

Only if the company has no other applications for entry until then. If you plan a change of manager, a new seat or a transfer of shares, the transformation is applied for no later than together with the application for that change (Art. 32(4) of the Euro Introduction Act). What your real deadline is — see the deadline page.

Art. 32(4) Euro Introduction Act

The action plan

Missed the deadline? Here is what to do

"I haven't transformed the capital — what happens now?" The situation is remediable — and the sooner you act, the simpler it is.

Apply for the transformation at the first opportunity

The transformation can be applied for by a standalone application at any time until 31 December 2026 — with no state fee (Art. 32(4) of the Euro Introduction Act). What the set includes — on the capital transformation documents page. If you have already filed another change without applying for the transformation, do not wait for the final date.

The most important step

Planning another change? Combine it with the transformation

A change of manager, a new seat, a transfer of shares — the transformation is applied for no later than together with the application for the change, and the two can 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 two

Received a statement of administrative infringement (AUAN)?

The administrative-penal proceedings have their own deadlines and procedure for objection and appeal under the Administrative Offences and Penalties Act (ЗАНН) — we have examined them in detail in the article appealing an AUAN and a penal decree. Contact us before the deadlines expire.

React in time

Questions about the sanctions

What we are asked about the penalty — with the statutory articles

What is the penalty for un-transformed capital?
A property penalty on the company of €77–767, and on the manager at fault a fine of €51–511; on a repeated infringement — in double the amount (Art. 59(5)(7) of the Euro Introduction Act). The obligation, however, remains — the documents still have to be brought into euro.
Are both the company and the manager liable?
Yes — a property penalty 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(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, and 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 transformation now, do I owe a fine?
The deadline is 31 December 2026 (Art. 32(1) of the Euro Introduction Act). If you apply for the transformation before then and have not in the meantime filed any other applications on the company file, you fulfil your obligation in time, and with no state fee at that (Art. 32(4) of the Euro Introduction Act). If you have already filed another change without applying for the transformation together with it, apply for it at the first opportunity — do not wait for the final date.
Doesn't the register's ex-officio transformation 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.

Settle the risk question today

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

Order now

When exactly your deadline expires — on the deadline page; more answers — in the 30 questions and the full legal guide.