Your Bulgarian Company's Capital in Euro: the 31 December 2026 Filing Foreign Owners Miss
If you own a Bulgarian EOOD or OOD from abroad, there is a quiet deadline on your 2026 calendar that almost no one abroad has been told about. The Commercial Register converted your registered capital into euro by itself in January 2026 — nothing to do there. But the company agreement (or articles of association for a single-owner EOOD) still says lev, and the law gives you until 31 December 2026 to file an updated version. The filing is free of state fee and can be done entirely remotely, but it does not happen automatically.
Current as of August 2026. The fixed rate is €1 = 1.95583 BGN. The redenomination rules come from the Law on the Introduction of the Euro and the amended Commerce Act (Art. 117 for limited liability companies). Confirm the current filing requirements with the Commercial Register. General information, not legal or tax advice.
What already happened, and what did not
Done for you. On 1 January 2026 the Registry Agency converted the registered capital of every OOD, EOOD, AD and partnership limited by shares at the fixed rate, ex officio. No application, no fee. Open your company file today and you will see, for example, €51.13 where 100 BGN used to be. Banks, clients and public authorities read that entry, so your day-to-day operations are unaffected.
Still yours to do. The company’s own constitutional document — the one your bank, your notary and any future buyer will ask for — still quotes lev amounts. Bringing it into line is the company’s obligation, with a hard deadline of 31 December 2026.
The arithmetic, and the trap inside it
Conversion is mechanical: lev ÷ 1.95583, rounded to two decimals. The rate itself is never rounded.
The trap is that the law also requires the sum of the individual shares to equal the capital exactly — and rounding each share separately usually breaks that.
Worked example — the classic EOOD with 100 shares of 1 BGN.
- Capital: 100 ÷ 1.95583 = €51.13
- One share: 1 ÷ 1.95583 = 0.511292… → €0.51
- Sum of 100 shares: €51.00
A €0.13 gap — and a registry filing that will be refused in that form. The fix is a decision setting capital at €51.00 divided into 51 shares of €1.00 (or 5,100 shares of €0.01). The €0.13 movement is 0.25% of capital, well inside the tolerance the law allows.
Worked example — an OOD with 6,000 BGN and partners at 10/30/60.
| Partner | Share in BGN | ÷ 1.95583 | Share in EUR |
|---|---|---|---|
| A (10%) | 600 | 306.7772 | €306.78 |
| B (30%) | 1,800 | 920.3271 | €920.33 |
| C (60%) | 3,600 | 1,840.6493 | €1,840.65 |
| Total | 6,000 | €3,067.76 |
Converted capital is €3,067.75 — one cent short. Again, a formal decision resolves it.
The law permits an adjustment of up to 5% of the redenominated capital to preserve members’ rights, made under the rules for amending the company agreement. Crucially, the capital increase/decrease rules of the Commerce Act do not apply: no creditor notice, no waiting period, no additional money to pay in. Typical gaps are fractions of a percent, so the 5% ceiling is never the binding constraint.
Two numbers foreign owners keep asking about
- Minimum capital for an OOD/EOOD is now €1 (it was 2 BGN). The classic “€1 company” that makes Bulgaria attractive to non-residents survives the changeover intact — see opening a company in Bulgaria as a non-resident.
- Minimum share value is €0.01, and each share must be a multiple of one cent. If your original structure produced fractional cents, renumber the shares.
Nothing else moved: 10% corporate tax, 10% flat personal tax, 5% dividend tax, 20%/9% VAT. The euro changeover was a currency event, not a tax event.
Doing it from abroad — the practical part
You need three documents: a decision (written decision of the sole owner for an EOOD, minutes of the general meeting for an OOD), the amended company agreement or articles, and a certified copy for announcement. They are filed with the Commercial Register under application form G1.
Two realistic routes if you are not in Bulgaria:
- Qualified electronic signature (QES). If you hold a Bulgarian QES — many non-resident owners obtain one at incorporation — you sign and file online yourself. Electronic filing is also how you get the cheaper tariff on every other registry action.
- Power of attorney. Sign a power of attorney before a notary in your country, have it apostilled, and add a certified Bulgarian translation. Your accountant or lawyer then files on your behalf. Budget one to two weeks for notarisation, apostille and translation — this is the step that eats the calendar, not the filing itself.
No state fee is charged for announcing the redenominated company agreement.
Time it with something else
The filing may be submitted on its own, or together with the first subsequent application you make to the register. That is the efficient play: if you are already going to file a change of manager, a new registered address, or the annual financial statements, attach the amended company agreement to the same package. One notarisation, one courier, one set of translations.
Practically, for most foreign owners this means acting in the autumn rather than in December — the register is busiest at year-end, and if the filing is refused for an arithmetic error you want time to correct and resubmit.
What happens if you miss 31 December 2026
There is no headline fine, but there are three real consequences:
- Your next filing can be refused. Selling shares, admitting a new partner, increasing capital — the officer will see a mismatch between the register and your company agreement and can refuse the entry until it is fixed.
- Transactions stall. Buyers, banks and lenders in due diligence ask for a current company agreement. One that still quotes lev raises questions at the worst possible moment.
- It lands on the manager. Keeping the company’s documents compliant is a management duty.
If a share sale or a new investor is anywhere on your 2027 roadmap, do the redenomination first. It takes one decision and one free filing now, versus a blocked transaction later.
A short checklist
- Open your company file in the Commercial Register and note the capital in euro as recorded ex officio.
- Split it into shares so the total matches exactly and every share is a multiple of €0.01.
- Draft the owner’s decision or general meeting minutes.
- Prepare the amended company agreement / articles.
- Arrange QES or an apostilled power of attorney if you are signing from abroad.
- File form G1 — alone or bundled with your next registry filing. No fee.
We prepare the decision, redraft the company agreement with a share split that actually adds up, and file it electronically — no travel needed. See company formation in Bulgaria, our accounting services and pricing.