On 1 January 2026 Bulgaria adopted the euro, and the share capital of all commercial companies recorded in leva must be redenominated (re-registered) into euros. The Registry Agency has done part of the work ex officio, but the main obligation remains with the companies, and the deadline to fulfil it is 31 December 2026. Below is exactly what needs to be filed, how to recalculate the shares correctly, and what a missed deadline means.
What the Registry Agency has already done
In early 2026 the Commercial Register ex officio — without any application from the company and without a state fee — recalculated into euros the recorded capital of all OOD, EOOD, AD, EAD and KDA companies at the official fixed rate 1 EUR = 1.95583 BGN. On 24 March 2026 the agency declared the procedure complete: 936,367 companies were redenominated.
You can check the new figure free of charge in the Commercial Register by UIC — the “Capital” field now shows the amount in euros.
Why the automatic recalculation is not enough
The ex officio redenomination affected only one field in the register — the total amount of capital. It did not change:
- the founding agreement (družestven dogovor) or company statute — they still state leva;
- the nominal value and number of shares (dyalove) of each member;
- the nominal value of shares in joint-stock companies.
As a result almost every company has an arithmetic discrepancy: the sum of the share nominals, each recalculated into euros separately, does not match the new capital in the register — usually by 1–2 cents. Eliminating this discrepancy and updating the documents is the company’s own obligation.
What the company must do and by when
The Law on the Introduction of the Euro in the Republic of Bulgaria (ZVERB) gives 12 months from the date the euro was introduced, i.e. the deadline is 31 December 2026. Within this time you must:
- adopt a resolution of the sole owner or the general meeting to redenominate the capital and shares;
- restate the founding agreement or statute in a new version — with amounts in euros;
- announce (obyavyavane) in the Commercial Register a copy of the founding document certified by the manager, with the redenominated capital and share nominal.
No state fee is charged for this announcement. If the redenomination is filed together with other changes, a single fee is paid — for the main change; you do not need to pay a second fee for the redenomination, even if the system showed an amount.
How it is calculated: rate and rounding
The recalculation is done at the fixed rate 1 EUR = 1.95583 BGN, without intermediate rounding, with the result rounded to two decimals — to the euro cent.
- 2 BGN (minimum capital of an OOD/EOOD) → 1.02 EUR
- 100 BGN → 51.13 EUR
- 5,000 BGN → 2,556.46 EUR
- 50,000 BGN (minimum for an AD) → 25,564.59 EUR
The key point: the nominal of each share is rounded separately, not just the total. That is exactly why the sum of the shares often does not match the capital, and it is precisely such mismatches that cause the Commercial Register to reject filings. The minimum nominal of one share after the switch to the euro is 0.01 EUR (one euro cent).
The 5% rule: how to get “round” amounts
To eliminate discrepancies, the law allows the capital to be changed within 5% of the amount recorded in the register during redenomination — without the usual capital-increase or capital-decrease procedure. The only firm condition is to keep the ratio of the members’ shares.
Example for an OOD with capital of 100 BGN (= 51.13 EUR). The following resolutions are permitted, among others:
- 5,113 shares of 0.01 EUR — an exact match, the capital does not change;
- 10 shares of 5.11 EUR — capital of 51.10 EUR;
- capital of 50 EUR — 10 shares of 5.00 EUR;
- capital of 52 EUR — 10 shares of 5.20 EUR.
All options stay within 5% and preserve the participation proportions. For an OOD the resolution is adopted by a majority of 3/4 of the capital; for an AD — by a qualified majority under the statute and the Commerce Act.
Separately about EOOD: registrars’ practice on applying the 5% rule to single-owner companies is not yet uniform — some accept the adjustment by analogy, others refuse. It is safer to choose a share nominal that divides the capital without a remainder.
Who is affected and who is not
Affected: OOD, EOOD, AD, EAD, KDA, as well as non-profit legal entities that have recorded capital.
Not affected: ET (sole trader) and members of the liberal professions — they have no share capital.
The obligation does not depend on whether the company is trading. A dormant company that files zero reporting submits the documents on the general basis.
The set of documents and filing
- a resolution of the sole owner or minutes of the general meeting on redenomination;
- the founding agreement or statute in a new version, certified by the manager;
- a declaration under Art. 13(4) of the Commercial Register Act (ZTRRYULNTS);
- an application to the Commercial Register — form G1 (announcement of acts) or A4 / A5 if other changes are entered at the same time.
Filing is electronic, with the manager’s qualified electronic signature or through a lawyer by power of attorney; paper filings are accepted at any territorial office. The usual processing time is 3–5 working days. The resolution and statute templates we use in our work are collected in the document templates section.
Do not wait for the “first next filing”, and certainly do not attach the redenomination to the annual financial statement: if the AFS is rejected, the redenomination “flies away” with it. A separate application is safer.
What happens if you do not file by 31 December 2026
- Fines under Art. 59 ZVERB — for the manager as an individual roughly 51 to 511 EUR, a property sanction for the company of 77 to 767 EUR; on a repeat offence the amounts double.
- Blocking of subsequent filings. The discrepancy between the register and the founding documents surfaces when changing the manager, selling shares, or changing the management address.
- Problems in counterparty checks. A bank when lending, a client in public procurement and a buyer during due diligence see a statute that does not match the register data.
Common mistakes
- “The agency did everything itself — nothing needs to be filed.” Only the capital field in the register was changed ex officio; the company updates the founding documents.
- The sum of the share nominals does not match the capital by 1–2 cents — the most common reason for rejection.
- Changing the capital by more than 5% — in that case a full capital-increase or capital-decrease procedure is required, with all its timelines.
- The ratio of shares between members is broken — redenomination must not change the balance of power in the company.
- Filing in the last days of December — if rejected, there is no time left to correct it.
Turnkey redenomination — €50
We take the whole procedure on ourselves. The price includes:
- calculating the correct capital and share structure — with no cent discrepancies;
- selecting an option within the 5% rule while preserving the members’ proportions;
- the sole owner’s resolution or minutes of the general meeting;
- a new version of the founding agreement or statute;
- declarations and the application to the Commercial Register;
- electronic filing and monitoring of the entry;
- addressing the register’s objections if any arise.
No state fee is charged for announcing the redenomination — there is nothing to pay beyond the €50. We work remotely; no office visit is needed.
Related sections: company registration in Bulgaria, registration procedure, required documents, accounting services and service prices. To get a calculation for your company, just send your UIC via the contact form.