Company Capital Redenomination to Euro in Bulgaria (2026)

Bulgaria adopted the euro on 1 January 2026. For many Bulgarian companies, that did not mean filing an application to convert the capital shown in the Commercial Register: the Registry Agency changed the registered figures automatically. It did, however, leave important work for shareholders, directors, lawyers, and accountants. The constitutional documents, ownership records, accounting balances, and the newly converted register entry must all tell the same story.

This distinction matters. Euro redenomination is normally a technical currency conversion that preserves ownership rights. It is not a convenient substitute for a capital increase, capital reduction, or redistribution between owners.

This guide provides general information as at 1 August 2026. It is not legal, accounting, tax, audit, investment, or company-secretarial advice for a particular business.

Capital Redenomination at a Glance

The Legal Starting Point: One Rate, Used in Full

The EU Council authorised Bulgaria to adopt the euro from 1 January 2026 in Decision (EU) 2025/1407. Regulation (EU) 2025/1409 fixed the conversion rate at EUR 1 = BGN 1.95583.

Articles 12 and 13 of Bulgaria's Euro Introduction Act set the calculation method. A lev amount is divided by the complete numerical rate, using all five decimal places. The rate itself must not be shortened. The resulting amount is generally rounded to two decimal places: a third decimal below five leaves the second unchanged; five or more increases it by one.

For example, registered EOOD capital of BGN 2 becomes EUR 1.02 because 2 / 1.95583 = 1.02258... . A spreadsheet that uses 1.96 or rounds each input at an intermediate stage can produce a wrong registered-capital schedule even if the final error looks small.

What the Registry Agency Already Did

Article 33 required the Registry Agency to replace the registered capital of OOD/EOOD, AD/EAD, and KDA companies with the statutory euro value ex officio. For AD/EAD and KDA, the nominal value of shares was also converted. The Agency reported on 24 March 2026 that its automatic conversion process had finished, covering 936,367 company files.

That database operation did not silently rewrite a company's founding act, articles of association, statutes, shareholder agreement, paper certificates, partner register, accounting policy, or internal cap table. Nor did it authorise a change in anyone's economic percentage. Every company should first obtain a current register extract and use the converted Registry figure as a control point before preparing its documents.

Different Rules for Different Company Forms

OOD and EOOD

For an OOD or EOOD, the registered capital itself is divided by the fixed rate and rounded to cents. In a multi-member OOD, the converted capital is allocated among the partners according to their ownership before conversion. Article 30 protects those existing proportions; conversion must not transfer value or voting weight from one partner to another.

Cent rounding can make an allocation difficult where there are several unequal interests. Article 32(5) therefore permits the converted OOD capital to be adjusted by no more than 5% when that adjustment is necessary to preserve the partners' rights. The company must amend its articles through the proper corporate decision. The ordinary Commercial Act procedure for increasing or reducing capital does not apply to that narrowly defined correction.

This is not a blanket right to choose an attractive round capital. If the owners want to inject funds, repay capital, change percentages, or select a different figure for commercial reasons, that is a separate capital transaction under the Commercial Act. Founders reviewing the new euro thresholds can use our EOOD registration guide or OOD registration guide for the wider governance framework.

AD, EAD, and KDA

For a joint-stock company or partnership limited by shares, the calculation starts with one share. Its BGN nominal value is divided by 1.95583 and rounded to eurocents. The converted nominal value is then multiplied by the number of shares to produce the registered euro capital. Any difference between that result and a direct conversion of the old total capital is recorded in equity as retained earnings or uncovered prior-year loss.

This order is deliberate. Dividing only the total capital and then deriving a per-share value can create a figure that does not multiply back correctly. The special OOD 5% adjustment does not extend to AD/EAD or KDA. If an AD wishes to change EUR 0.51 shares to EUR 0.50 shares, for example, it must assess a real capital change under the Commercial Act rather than label it redenomination. Since 1 January 2026, the general statutory minimum for AD capital is EUR 25,000 and the minimum nominal share value is EUR 0.01.

Variable-Capital Companies (DPK)

A DPK needs a separate workstream. Under Article 260d of the Commercial Act, its capital is variable and is not entered in the Commercial Register. Its amount is established by the regular annual general meeting when the annual financial statements are considered. Consequently, there was no registered DPK capital field for the Registry Agency to convert automatically.

The DPK is not exempt from euro readiness. Its company agreement, partner book, share-class terms, option or incentive records, internal cap table, and accounting balances must be checked and aligned. The minimum nominal value of a DPK interest is now one eurocent. Because DPK ownership lives principally in private records, the company should preserve a dated conversion calculation and a clear audit trail for every member. See our guide to DPK governance and investor arrangements for the continuing partner-book and capital mechanics.

A Defensible 2026 Action Plan

1. Reconcile the Public File

Download the current company record and identify the euro capital and, where applicable, nominal share value inserted by the Registry Agency. Compare these with the last BGN constitutional document, ownership ledger, and trial balance. Investigate differences rather than overwriting the internal record.

2. Build a Conversion Working Paper

Record the old amount, complete fixed rate, unrounded output, rounded amount, number of shares or interests, and each owner's percentage. For an AD, prove that nominal value multiplied by share count equals converted capital. For an OOD, prove that the allocation preserves each partner's proportion. Keep the working paper with the corporate and accounting archive.

3. Approve the Required Amendments

Use the competent body for the legal form: the sole owner for an EOOD/EAD, the general meeting for an OOD/AD, or the appropriate DPK body. Observe the current constitutional document's notice, quorum, majority, and form requirements. If another resolution—such as a genuine capital change or manager appointment—is adopted at the same meeting, its separate form requirements still apply.

4. Update and File the Documents

The filing package will commonly include:

• the corporate resolution or minutes and an attendance or voting record where relevant
• a consolidated founding act, articles, or statutes showing the euro capital and the interests or nominal share value applicable to the company form
• a copy certified by the legal representative and a disclosure version with unnecessary personal data removed
• an ownership schedule supporting an OOD allocation or DPK partner-book update
• the calculation and resolution supporting any permitted OOD 5% correction
• application declarations, representative authority, and a power of attorney where a professional files

The Euro Introduction Act requires companies to align their constitutional and internal documents within 12 months of euro adoption. AD/EAD, KDA, and OOD/EOOD companies must announce the updated certified document with their first next application for entry, deletion, or announcement. The Registry Agency's 2026 notice also directs companies to complete that announcement by the end of 2026. The conversion-related announcement is state-fee exempt; combining it with an unrelated registrable change does not make the other change free.

Accounting and Annual Financial Statements

Article 48 of the Euro Introduction Act required lev account balances, and the individual assets and liabilities behind them, to be recalculated on 1 January 2026. Current bookkeeping from that date is in euro. Annual financial statements are prepared in the currency that was official at the end of the reporting period, so a calendar-year 2025 statement remains in BGN, while a calendar-year 2026 statement is in thousands of euro. The 2025 comparative figures presented in the 2026 statements are converted to thousands of euro for comparability.

Capital follows the special company-law calculation in Articles 30–33, not a generic batch conversion. Differences produced by recalculating capital stay within equity. The legal capital in the trial balance, financial statements, Registry record, and constitutional document should reconcile, with any conversion difference documented in the proper equity account.

Do not revalue the historical expert assessment of an in-kind contribution merely because it was stated in lev. The Registry Agency's official FAQ confirms that a BGN valuation which supported a capital increase registered before 1 January 2026 does not need to be converted again. Retain the historic report and connect it to the newly converted capital through the working paper.

Contracts, Certificates, and Ownership Records

Euro adoption did not terminate contracts or require every agreement to be re-signed. Under the continuity rules, lev references in existing legal instruments are read through the fixed conversion rate. Still, operational documents should be reviewed where exact capital, nominal share value, ownership thresholds, reserved-matter voting, or option exercise prices affect how rights work.

Check shareholder and investment agreements, DPK option plans, share or provisional certificates, bank covenants, licence records, beneficial-owner evidence, procurement files, and financing conditions. A transfer completed in 2026 should use the euro figures in the public record and updated articles; our OOD share-transfer guide explains the additional transfer formalities.

Errors That Create Audit or Registry Risk

The most common control failures are using a shortened exchange rate, rounding before the final step, converting AD total capital before nominal share value, allowing OOD partner percentages to drift, treating the 5% rule as a general rounding election, or assuming the Registry changed private documents. DPKs face the opposite risk: assuming nothing is required because their capital is not publicly registered.

Also watch for false fee requests and unnecessary “urgent” capital services. The automatic Registry operation did not require a private payment, and the statutory announcement is fee-exempt. Professional, translation, notarisation, or accounting costs may still arise, but they should be tied to identifiable work. An incomplete update can lead to a Registry refusal on a later filing, governance disputes, misleading ownership records, accounting qualifications, or administrative exposure after the deadline.

Lion Consult can review the converted Registry entry, prepare a traceable capital and ownership schedule, coordinate the corporate resolutions, and align the filing with the company's accountant. Discuss your 2026 euro capital update with our team.

Redenomination outcomes depend on the company form, existing articles, ownership structure, accounting records, and any simultaneous corporate changes. Obtain company-specific Bulgarian legal and accounting advice before adopting resolutions or filing documents.

Frequently Asked Questions

Did the Registry Agency automatically convert Bulgarian company capital into euro?

Yes, for registered OOD/EOOD, AD/EAD and KDA capital. The Registry Agency also converted the nominal share value for AD/EAD and KDA. Companies must still align their constitutional documents, ownership records and accounts.

What rate and rounding method apply to company capital redenomination?

Divide the BGN amount by the complete fixed rate of 1.95583 without shortening it. The result is generally rounded to eurocents by reference to the third decimal place.

What is the deadline for updating company documents?

Companies must bring constitutional and internal documents into line by the end of 2026. The updated certified constitutional document must also accompany the company's first subsequent Commercial Register application.

Can every company adjust its converted capital by up to 5%?

No. Article 32(5) provides a narrow OOD rule where an adjustment of no more than 5% is necessary to preserve partners' rights. It is not a general round-number option and does not apply to AD capital.

How does euro conversion apply to a Bulgarian DPK?

A DPK's variable capital is not registered, so no public capital field was converted automatically. Its company agreement, partner book, cap table, share-class records and accounts must nevertheless be aligned, and the minimum nominal interest is now one eurocent.

Is a state fee charged for the capital-conversion filing?

No state fee is charged for the conversion-related announcement. Separate concurrent changes, professional work, translations, or other formalities may still have their usual costs.

In which currency are the 2025 and 2026 financial statements prepared?

A calendar-year 2025 statement remains in BGN because lev was official at year-end. The 2026 statement is prepared in thousands of euro, with the 2025 comparative figures converted into euro.