Change of Share Capital to Euro in the Commercial Register (2026)

Bulgaria’s Commercial Register converted your company’s share capital to euros on January 1, 2026. Automatically. No application required. But here’s what the Registry didn’t do: update your Articles of Association. That’s on you. And the deadline is December 31, 2026.

Quick answer: Every Bulgarian company must file updated governing documents showing share capital in euros by year-end 2026. The Commercial Register handled the conversion math automatically, but companies must formally amend their Articles of Association and submit them. Miss the deadline and you face fines plus blocked future registrations.

Last reviewed: January 2026. Reflects current Bulgarian commercial law following euro adoption.

What Actually Happened on January 1, 2026

The Registry Agency converted all registered company capital from Bulgarian lev to euros using the fixed exchange rate of 1 EUR = 1.95583 BGN. This happened across the board. Every OOD, EOOD, and joint-stock company in Bulgaria woke up with euro-denominated capital in the system.

Ownership stakes didn’t change. If you owned 50% before, you own 50% now. The conversion preserved proportional rights exactly as they were.

But the Registry only updated its own records. Your company’s internal documents still show the old BGN figures. Legally, that’s a problem.

Why You Can’t Ignore This

Article 32 of the Euro Introduction Act (ZVERB) requires all commercial companies to bring internal corporate documents into compliance within 12 months of euro adoption. For most companies, that means updating:

• Articles of Association (for OOD/EOOD)
• Statutes (for joint-stock companies)
• Shareholders’ agreements referencing capital amounts
• Internal share registers showing nominal values

The updated documents must be filed with the Commercial Register before December 31, 2026.

What Happens If You Miss the Deadline

Non-compliance triggers two consequences. First, administrative fines. Second, and worse, blocked registrations. Need to appoint a new manager? Change your address? Add a shareholder? The Registry can refuse to process any application until your capital documentation matches the euro conversion.

For dormant companies, this seems like a distant problem. Until it isn’t. The moment you need to make any Registry change, the compliance gap blocks you.

The Procedure Isn’t as Simple as It Sounds

On paper, you’re just changing numbers from lev to euros. In practice, Bulgarian corporate law makes this more complicated.

Shareholder Decisions

Amendments to Articles of Association involving capital require shareholder approval. For limited liability companies, capital-related changes need unanimous consent from all shareholders. If your OOD has multiple partners, you need everyone on board.

Notarization Questions

Since 2016, certain LLC decisions require notarized records with certified signatures and contents. Capital changes fall into this category, unless your current Articles of Association explicitly allow simple written form for such decisions.

Many older companies never included that clause. Their founders didn’t anticipate needing it. Now they face notary appointments and additional documentation.

Rounding Complications

The conversion uses standard rounding to two decimal places. For companies with clean BGN 2 capital, the math is simple. But companies with unusual capital structures (perhaps from past increases or complex shareholding) may see rounding affect the total.

If rounding causes ownership proportion discrepancies up to 5%, Bulgarian law allows a simplified adjustment procedure. Beyond 5%, you’re into formal capital modification territory with its own requirements.

Filing Requirements

The Commercial Register accepts applications from company managers directly or from lawyers with explicit power of attorney. Electronic filing requires a Qualified Electronic Signature (QES) from a certified Bulgarian provider.

Good news: no state fees apply for this specific euro conversion filing. The government waived registration costs for capital-to-euro updates.

What Our Legal Service Includes

We handle the complete process from documentation to Registry filing:

Document Review and Preparation

• Review current Articles of Association and identify all euro conversion points
• Calculate precise converted amounts using the official exchange rate
• Draft updated Articles reflecting euro-denominated capital and share values
• Prepare shareholder resolution for the amendment approval

Corporate Formalities

• Coordinate shareholder meeting or written consent procedure
• Arrange notarization if required by your current Articles
• Obtain necessary signatures and certifications

Commercial Register Filing

• Prepare and submit the application to the Commercial Register
• Handle any Registry queries or requests for clarification
• Confirm successful registration and obtain updated company extract

Documentation Delivery

• Provide certified copies of updated Articles of Association
• Supply current Commercial Register extract showing euro capital
• Deliver complete file of all documents for your records

Who Needs This Service

Every capital company registered in Bulgaria. It doesn’t matter if you’re actively trading or completely dormant. Foreign-owned or locally held. The obligation applies equally.

OOD and EOOD companies: Must update Articles of Association with euro capital amounts and individual share values for each partner.

Joint-stock companies (AD/EAD): Must update statutes with converted capital and nominal share values.

Variable Capital Companies (VCC): Don’t register fixed capital in the Commercial Register, but must update internal documentation including shareholders’ ledger and articles to reflect euro values.

Dormant companies: Still required to comply. No exemption for inactive entities.

Timeline and Planning

The deadline is December 31, 2026. That sounds far away. It isn’t.

Consider the steps: document review, shareholder coordination, possible notarization, Registry filing, and processing time. If your company has multiple shareholders in different countries, scheduling becomes complex. If you need notarization and your Articles don’t provide for simple written form, add those appointments to the timeline.

Companies that wait until Q4 2026 will compete with every other procrastinator in Bulgaria for notary time and legal attention. The Registry will process applications in order received. Late filers risk missing the deadline even with applications submitted.

Start now. Even if your company is dormant, getting this done removes a compliance burden and keeps future options open.

Frequently Asked Questions

Does the Commercial Register charge fees for this filing?

No. The Bulgarian government waived state fees specifically for euro conversion capital updates. You pay nothing to the Registry for this filing. Professional service fees for document preparation and handling are separate from government charges.

What if I have a single-member EOOD?

The process is simpler but still required. As the sole shareholder, you make the amendment decision yourself. You still need updated Articles of Association filed with the Registry by the deadline.

My company has been inactive for years. Do I still need to comply?

Yes. The obligation applies to all registered companies regardless of activity level. Dormant status doesn’t create an exemption. If your company exists in the Commercial Register, it needs euro-denominated documents.

Can I file the application myself without a lawyer?

Legally, yes. Company managers can file directly. But you’ll need to prepare compliant documents, handle any notarization requirements, and navigate the electronic filing system with a QES. Many company owners find professional handling faster and less risky than learning the process for a one-time filing.

What exactly gets converted?

The registered capital amount and the nominal value of each share or ownership stake. For an EOOD with BGN 2 capital, that becomes approximately EUR 1.02. The conversion happens at the fixed rate of 1 EUR = 1.95583 BGN, rounded to two decimal places.

Get Your Company Compliant

The December 31, 2026 deadline applies to every capital company in Bulgaria. The Commercial Register did the conversion automatically, but formal document updates remain your responsibility.

Waiting creates risk. Start the process now while timelines are comfortable and professional availability is good. We handle everything from initial review through final Registry confirmation.

Contact us to begin your company’s euro capital compliance.