I. Two Obligations, Not One
The changeover created a division of labour that is the source of most of the confusion. In January 2026 the Registry Agency converted the recorded capital of every Bulgarian trading company from lev into euro on its own initiative. No application was required, no fee was charged, and no company had to do anything for this to happen. Checking the register today will show a capital figure expressed in euro.
That administrative conversion did not, however, touch the company’s own constitutive documents. The articles of association of an OOD, the deed of incorporation of an EOOD and the bylaws of an AD all continue to state the capital and the nominal value of each interest or share in lev, exactly as they were drafted. Bringing those documents into line is the company’s own obligation, and it is the one with a deadline.
II. The Rate and the Rounding
The conversion rate is fixed by statute at 1 EUR = 1.95583 BGN. It is not a market rate and it does not move; every conversion, whether administrative or contractual, uses this figure and no other.
Amounts are converted to the second decimal place — to the cent — using ordinary mathematical rounding. Where the third decimal is five or above the figure rounds up; otherwise it rounds down. Applied to capital figures that were themselves round numbers in lev, this produces the awkward results that most companies now see in the register: a capital of 5,000 lev becomes €2,556.46, and a membership interest of 100 lev becomes €51.13.
III. When the Arithmetic Stops Working
Rounding each interest separately and rounding the total separately will frequently produce figures that no longer reconcile. If the nominal value of each of twenty interests rounds to €51.13, the twenty interests total €1,022.60 — which need not equal the rounded figure for the capital as a whole. A constitutive document in which the parts do not sum to the whole is defective.
The legislator anticipated this. In adopting the euro figures, a company may adjust the capital within ±5% of the administratively converted amount in order to arrive at round, workable numbers, provided the statutory minimum is not breached — €1 for an OOD or EOOD, €25,000 for an AD. In practice this means most companies will resolve to set a clean euro capital rather than carry the converted decimals indefinitely.
IV. What Must Be Filed
The filing itself is straightforward. It comprises a resolution of the general meeting — or, in a single-member company, a decision of the sole owner — adopting the euro figures, together with an updated and consolidated version of the constitutive document stating the capital and the nominal value of each interest or share in euro. The application is submitted to the Commercial Register, in practice electronically.
No state fee is payable. The statute expressly waives the duty for redenomination filings, which removes the most common excuse for postponing them.
- Resolution of the general meeting, or decision of the sole owner
- Updated constitutive document with capital and nominal values in euro
- Application to the Commercial Register — no state fee
V. The Cost of Doing Nothing
A company that lets the deadline pass does not lose its capital and is not struck off. What happens is less dramatic and more irritating: the capital remains at the administratively converted figure, with its decimals; the constitutive documents continue to cite lev, creating a visible discrepancy between the register and the company’s own papers; and the obligation does not lapse — it simply remains outstanding until discharged.
An administrative fine attaches. The exposure runs to roughly €767 for the company and €511 for the members of its management, with the lower ends of the ranges materially smaller. The amounts are not ruinous, but they are entirely avoidable, and a company carrying an open non-compliance is a company that will be asked about it in every subsequent due diligence.
VI. A Note for Foreign-Owned Companies
Two points arise more often for companies owned from abroad. The first is practical: the resolution must be adopted by the owner, and where the owner is abroad this requires either a visit, a notarised and apostilled power of attorney, or a resolution executed and certified abroad. That takes time, and four months is less than it sounds when apostilles are involved.
The second is that a foreign owner is the least likely to notice. The Registry Agency’s conversion was silent, no correspondence was sent, and a company whose day-to-day administration is handled by an accountant rather than a lawyer may reach December without anyone having raised it. If your Bulgarian company was registered before 2026 and you have not adopted a resolution this year, the obligation is outstanding.