As of 1 January 2026, owing to the introduction of the euro as the official currency in Bulgaria, the capital of capital-based commercial companies – EOOD, OOD, EAD, AD, KDA, EDPK and DPK – will have to be redenominated.

IMPORTANT!!! As of 1 January 2026, the Registry Agency will automatically amend the companies' capital as entered in the Commercial Register, as well as the nominal value of a single share.
This ex officio change will not, however, extend to the shares of the partners in an OOD, because when these are determined the rules for preserving the participation ratio that existed before the redenomination must be observed. The capital of EDPKs and DPKs will likewise not be changed ex officio, since it is not entered in the Commercial Register.

IMPORTANT!!! By 31 December 2026, companies must bring their statutes, articles of association or founding acts into line with the redenomination carried out and announce them in the Commercial Register.
The conversion must be performed at the official exchange rate of BGN 1.95583 to EUR 1.

When capital, company shares and shares are redenominated, the rounding rule under Article 13(1) of the Law on the Introduction of the Euro in the Republic of Bulgaria (ЗВЕРБ) must also be applied. Under this rule, the amount obtained after redenomination is rounded to the second decimal place on the basis of the third decimal place, as follows:

where the third decimal place is less than five, the second decimal place remains unchanged;
where the third decimal place is equal to or greater than five, the second decimal place is increased by one.

Redenomination of the capital and shares of an EOOD and OOD

For an EOOD and an OOD, the capital is redenominated from BGN into EUR by dividing the capital entered in BGN by the full numerical value of the official exchange rate, namely BGN 1.95583. The result obtained is rounded in accordance with the rule set out above.

The size of each partner's share in the capital is determined by distributing the redenominated capital among the partners in the same ratio in which they participated in the capital before the changeover to the euro.

Where the total sum of the redenominated shares equals the capital redenominated ex officio and entered in the Commercial Register, the company must submit to the Registry Agency a copy of the articles of association or founding act, certified by the manager, in which the amount of the capital and the amount of the company shares are already stated in euro.

IMPORTANT!!! No state fee is payable for announcing in the Commercial Register a copy of the articles of association or founding act.
This document may be filed either by a separate application form Г1 or together with the first application for registration, deletion or announcement filed in 2026.

It is possible, however, that the total value of the redenominated company shares will not coincide with the amount of the capital redenominated ex officio. This is a scenario that may arise comparatively often, particularly in the case of an OOD. In such a case, a General Meeting of the partners must be held to decide whether the capital is to be amended. ЗВЕРБ permits a change of up to 5% of the registered capital where this is necessary in order to preserve the ratio of the partners' shareholdings. In these cases the more onerous procedures laid down for increasing or reducing the capital of an OOD do not apply. The change is carried out under the procedure for amending the articles of association. This relief is applicable only where the change in capital does not exceed 5%.

IMPORTANT!!! In this scenario an application form А4 is filed and no state fee is payable.
Where the sole owner of the capital or the partners wish to round the capital and the shares to whole numbers, this must likewise be done under the procedure for amending the founding act or the articles of association, provided that the change is within 5%.

Example No. 1:
An OOD with capital of BGN 1,000, divided into 2 shares of BGN 500 each, held by two partners with 1 share each, i.e. each holding 50% of the capital.

Capital of BGN 1,000 = 1000 ÷ 1.95583 = EUR 511.2918811962185 = EUR 511.29.
Capital of EUR 511.29 ÷ 2 shares = EUR 255.645 = EUR 255.65 per share.
Company share of EUR 255.65 × 2 shares = EUR 511.30 as the total capital.
Since the sum of the shares exceeds the redenominated capital by EUR 0.01, the ratio between the partners is no longer preserved and an amendment of the capital is required.

Example No. 2:
An OOD with capital of BGN 5,000, divided into 500 shares of BGN 10 each among three partners, as follows:

Partner 1 – 250 shares
Partner 2 – 125 shares
Partner 3 – 125 shares

Redenomination:

Company share = BGN 10 ÷ 1.95583 = EUR 5.11292 = EUR 5.11
Partner 1 = 250 shares × EUR 5.11 = EUR 1,277.50
Partner 2 = 125 shares × EUR 5.11 = EUR 638.75
Partner 3 = 125 shares × EUR 5.11 = EUR 638.75
Capital in EUR = EUR 1,277.50 + EUR 638.75 + EUR 638.75 = EUR 2,555
Capital in EUR = BGN 5,000 ÷ 1.95583 = EUR 2,556.45940 = EUR 2,556.46

Since the redenomination produces a difference of EUR 1.46, a General Meeting of the partners must be convened to decide on a change in the capital.

Redenomination of the capital of an EAD, AD and KDA

For an EAD, AD and KDA, the nominal value of a single share is first redenominated from BGN into EUR. The resulting nominal value in euro is then multiplied by the total number of shares in order to form the capital in euro.

Example:
An EAD, AD or KDA with capital of BGN 50,000, divided into 50,000 shares, each with a nominal value of BGN 1.

Nominal value of 1 share in EUR = BGN 1 ÷ 1.95583 = EUR 0.511291881 = EUR 0.51.
Share capital in EUR = 50,000 shares × EUR 0.51 = EUR 25,500.
Capital of BGN 50,000 = 50,000 ÷ 1.95583 = EUR 25,564.5941 = EUR 25,564.59.

This redenomination gives rise to an exchange-rate difference of EUR 64.59. It should be accounted for as retained earnings or as an uncovered loss from previous years.

All EADs, ADs and KDAs must submit for announcement in the Commercial Register a copy of the statutes, certified by the person or persons representing them, in which the capital and the nominal value of the shares are already reflected in euro.

IMPORTANT!!! No state fee is payable for announcing the copy of the statutes in the Commercial Register.
It may be filed by a separate application form Г1 or А5. The filing must take place at the latest together with the first application for registration, deletion or announcement in the Commercial Register for 2026.

Redenomination of the capital of an EDPK and DPK

ЗВЕРБ contains no express provision on the redenomination of the capital and shares of an EDPK and DPK. Notwithstanding this, the capital of these companies will also have to be converted into euro.

If the amount of the capital and the amount of the shares are reflected in the articles of association, a copy of that agreement must also be announced in the Commercial Register.

If you need legal advice or assistance with redenominating your company's capital and registering the changes in the Commercial Register, contact us on 0887550706 or by e-mail at: [email protected]