Conversion of Company Share Capital to Euro (2026): Documents, Deadlines, and Fees

Every Bulgarian company now has euro-denominated share capital in the Commercial Register. The conversion happened automatically on January 1, 2026. What didn’t happen automatically: the paperwork. You still need to file updated corporate documents. This guide covers exactly what’s required, when it’s due, and what it costs.

Quick answer: You need updated Articles of Association (or Statutes for joint-stock companies), a shareholder resolution, and possibly notarized documents. Deadline is December 31, 2026. State fees are waived for this specific filing, though notary costs may apply depending on your company structure.

Last reviewed: January 2026. Based on the Act on Introduction of the Euro (AIERB) and current Commercial Register requirements.

The Legal Framework

The Act on Introduction of the Euro in the Republic of Bulgaria (AIERB), adopted in August 2024, governs the conversion process. Articles 31-33 define how capital converts, the fixed exchange rate, and the Registry Agency’s automatic conversion duties.

Key points from the law:

• Exchange rate is fixed at 1 EUR = 1.95583 BGN (irrevocable)
• The Registry Agency converts all registered capital values automatically
• Companies must update their governing documents within 12 months
• State fees for this update are waived
• Ownership proportions remain unchanged

Documents Required by Company Type

What you need depends on your company structure. Here’s the breakdown.

OOD/EOOD (Limited Liability Companies)

Most Bulgarian companies are OODs (multiple shareholders) or EOODs (single shareholder). For these entities, you’ll need:

Required documents:

• Updated Articles of Association showing capital and share values in euros
• Shareholder resolution approving the amendment (unanimous for capital-related changes)
• Application form A4 to the Commercial Register
• Declaration under Art. 13, para. 4 of the Commercial Register Act

Potentially required:

• Notarized protocol of shareholder decision (if your Articles don’t allow simple written form)
• Updated manager’s signature specimen (if changing managers simultaneously)
• Power of attorney (if filing through a representative)

AD/EAD (Joint-Stock Companies)

Joint-stock companies follow a similar process with some differences:

Required documents:

• Updated Statutes reflecting euro-denominated capital and nominal share values
• Minutes from General Assembly meeting approving the changes
• Application to the Commercial Register
• Updated share register (internal document)

Variable Capital Companies (VCC/DPC)

VCCs don’t register fixed capital in the Commercial Register. The automatic conversion doesn’t apply the same way. Instead, you must update internal documentation:

• Shareholders’ ledger with euro values
• Articles of Association reflecting euro amounts
• Annual capital determinations in euros going forward

The minimum nominal share value shifts to €0.01 for VCCs.

Document Preparation Checklist

Use this checklist to ensure you have everything ready before filing:

Before drafting:

• Obtain current Commercial Register extract showing converted capital
• Review existing Articles of Association for notarization requirements
• Identify all shareholders and their contact details
• Calculate exact euro amounts using the official exchange rate

Document preparation:

• Draft updated Articles of Association with euro figures
• Prepare shareholder resolution text
• Check if notarization is required by your current Articles
• Arrange shareholder meeting or written consent procedure

Execution:

• Collect signatures from all shareholders (unanimous for OOD capital changes)
• Complete notarization if required
• Prepare Commercial Register application
• Gather all supporting declarations

Deadlines

Three dates matter for this process:

January 1, 2026 (Passed)

The Commercial Register automatically converted all registered capital from BGN to EUR. This happened without any action from companies. Your capital now appears in euros in the Registry system.

December 31, 2026 (Critical)

All companies must file updated governing documents by this date. The 12-month window from euro adoption closes at year-end. Miss this deadline and you face:

• Administrative fines
• Blocked future registrations (can’t appoint managers, change addresses, add shareholders)
• Complications in transactions involving shares, loans, or investors

Next Registration Event (Alternative Trigger)

If you need to make any other Commercial Register filing before December 31, 2026, the Registry may require you to update your capital documentation at that time. Some companies will effectively face earlier deadlines based on their business needs.

Fees Breakdown

Here’s what the euro capital conversion actually costs:

State Fees

Commercial Register filing fee: €0 (waived)

The Bulgarian government waived state fees specifically for euro conversion filings. This is unusual. Normal Commercial Register fees run BGN 55 (approximately €28) for electronic filing or BGN 110 (approximately €56) for paper filing. For this particular update, you pay nothing to the Registry.

Notary Fees

Notary costs apply only if your company requires notarized documents:

• Signature specimen (per manager): approximately BGN 6 (€3)
• Document certification: BGN 100-200 (€50-100) depending on complexity
• Notarized shareholder protocol: BGN 150-300 (€75-150) depending on length

If your Articles of Association allow simple written form for capital-related decisions, you can skip notarization and these costs don’t apply.

Professional Fees

Optional but common. Costs vary widely based on company complexity:

• DIY approach: €0-50 (just notary fees if required)
• Basic legal assistance: €150-300
• Full service handling: €300-500
• Complex structures (multiple shareholders, foreign owners): €500-800+

Single-member EOODs with simple structures sit at the low end. Multi-shareholder OODs with shareholders abroad or complicated capital histories cost more.

Total Cost Scenarios

Scenario 1: Simple EOOD, Articles allow written form

• State fees: €0
• Notary fees: €0
• Professional help (optional): €150-200
• Total: €0-200

Scenario 2: OOD with 2-3 local shareholders, notarization required

• State fees: €0
• Notary fees: €75-150
• Professional help: €200-350
• Total: €275-500

Scenario 3: OOD with foreign shareholders, complex structure

• State fees: €0
• Notary fees: €100-200
• Professional help: €400-700
• Apostille/legalization (if needed): €50-150
• Total: €550-1,050

Step-by-Step Process

Here’s how to complete the conversion from start to finish:

Step 1: Gather current documents

Obtain your company’s current Commercial Register extract and existing Articles of Association. Check the extract to confirm the Registry has converted your capital to euros.

Step 2: Calculate converted amounts

Apply the fixed rate (1 EUR = 1.95583 BGN) to your registered capital and each shareholder’s stake. Round to two decimal places using standard rounding (third decimal ≥5 rounds up).

Step 3: Check notarization requirements

Review your current Articles. Look for language about decision-making procedures. If capital-related decisions require notarized protocols, plan for notary appointments.

Step 4: Draft updated documents

Prepare new Articles of Association with euro amounts throughout. Draft the shareholder resolution approving the amendment.

Step 5: Execute shareholder approval

For OODs, capital changes require unanimous shareholder consent. Hold a meeting or complete written consent procedures. Get all required signatures.

Step 6: Complete notarization (if required)

Visit a Bulgarian notary to certify signatures and contents if your Articles mandate it.

Step 7: File with Commercial Register

Submit the application electronically (requires QES) or on paper. Include all supporting documents.

Step 8: Confirm registration

Wait for Registry processing. Obtain updated company extract confirming the changes.

Common Questions

Do I need to convert the numbers myself?

No. The Commercial Register already converted your capital automatically. Your job is updating your company’s internal documents to match what the Registry now shows.

What if rounding creates ownership discrepancies?

Minor discrepancies up to 5% can be resolved through a simplified adjustment procedure under the AIERB. Beyond 5%, you’ll need formal capital modification procedures.

Can I file without a Qualified Electronic Signature?

Yes, but only by paper filing. Electronic filing requires a QES from a certified Bulgarian provider. Most companies use representatives (lawyers or accountants) who already have QES credentials.

My shareholders live abroad. Does this complicate things?

It can. You’ll need to coordinate signatures across time zones. If notarization is required, foreign shareholders may need to sign before a notary in their country, then apostille the documents. This adds time and cost.

What if my company is dormant?

Dormant status doesn’t exempt you. Every registered company must comply regardless of activity level. Getting this done while dormant actually simplifies things since you’re not juggling other business priorities.

Key Takeaways

• Deadline: December 31, 2026
• State fees: Waived for this filing
• Documents: Updated Articles of Association + shareholder resolution (minimum)
• Notarization: Depends on your existing Articles
• Total cost: €0-1,000+ depending on complexity

The conversion math happened automatically. The paperwork is your responsibility. Start early to avoid the year-end rush when notaries and legal professionals will be overwhelmed with last-minute filers.