Converting a Bulgarian single-member limited-liability company (EOOD) into a single-owner variable-capital company can create a more flexible platform for future investment, employee equity, and differentiated share rights. The Bulgarian statutory name is ednolichno druzhestvo s promenliv kapital, and EDPK (ЕДПК) is an abbreviation expressly recognised by the Commerce Act.

The change is not a simple amendment to the EOOD's name or founding act. It is a formal change of legal form under Chapter 16 of the Commerce Act. The EOOD is terminated without liquidation, a new EDPK is entered with a new UIC/EIK, and the EDPK succeeds to the predecessor's assets, liabilities, contracts, and legal relationships by operation of law.

This guide provides general information as at 1 August 2026. It is not legal, tax, accounting, employment, regulatory, or investment advice for a particular company or transaction.

EOOD-to-EDPK Conversion at a Glance

First Confirm That the Company Qualifies

An EDPK is available only to an enterprise that meets the size test in Article 260a of the current Registry Agency Commerce Act. It must have an average staff number below 50 and either annual turnover of no more than BGN 4 million or assets of no more than BGN 4 million. At Bulgaria's fixed euro conversion rate, each BGN 4 million ceiling corresponds to approximately EUR 2,045,167.52. The staff condition must be met; the turnover and asset limbs are alternatives.

Test the latest approved annual financial statements and current workforce, and document the calculation. A business already close to a ceiling should also model its expected growth. If a DPK later exceeds the statutory limits, the annual meeting must establish that fact and the company must transform into a capital company by the end of the following financial year. Failure can ultimately expose it to a prosecutor-led termination claim.

Eligibility is only the first filter. A regulated licence, financing agreement, public contract, grant, shareholder undertaking, or key customer contract may require notice, consent, or a fresh assessment when the legal form and UIC change. A company needing a familiar fixed-capital structure for a lender, regulator, or international investor may be better served by remaining an EOOD.

Why the EDPK Structure Can Be Useful

Unlike EOOD capital, EDPK capital is variable and is not entered in the Commercial Register. The annual meeting establishes its amount at the end of each financial year. Participation is divided into shares with a nominal value of at least EUR 0.01, and the founding act can create classes carrying different economic or governance rights. It can also regulate transfer restrictions, veto rights, guaranteed or additional dividends, redemption, and other privileges allowed by law.

That flexibility does not remove record-keeping. The company must maintain a private members' book recording each member, acquisition date, number and class of shares, and the value and type of contributions. The register does not publish the sole member or EDPK capital. A precise opening cap table and a controlled process for every later issue, transfer, option, and cancellation are therefore essential.

Employee option arrangements can be built into the structure, but the Commerce Act caps shares acquired by employees under option rights at 15% of all shares. Tax, employment, securities, valuation, and accounting treatment still need separate design. For the wider ownership mechanics, see our guide to variable-capital company governance.

Step-by-Step Conversion Procedure

1. Run Legal, Financial, and Regulatory Due Diligence

Confirm eligibility, ownership, paid-in EOOD capital, registered pledges and attachments, creditors, employees, tax and VAT status, licences, property, bank facilities, grants, and material change-of-form clauses. Reconcile the 2026 euro amounts in the Commercial Register and the EOOD's internal documents.

The Registry Agency completed the automatic conversion of registered capital into euro in 2026. Its official euro guidance requires limited-liability companies to announce a conforming euro version of their founding document by the end of 2026, normally with their first subsequent filing. The transformation documents should use the current euro figures and map them accurately into the EDPK's opening shares and contributions. The conversion itself is not a fee-free euro-only update.

2. Notify the National Revenue Agency Early

Before the Registry filing, notify the National Revenue Agency under Article 77 of the Tax and Social Security Procedure Code. The NRA's official service page states that the territorial directorate issues the certificate within 60 days. Start this workstream early and include the certificate in the filing package where required. It evidences notification; it is not a certificate that the company has no public liabilities.

3. Apply the Single-Member Exception and Obtain the Capital Report

The general change-of-form procedure starts with a notarised transformation plan, advance disclosure, and—for a capital-company predecessor—a 30-day announcement period. That is not the EOOD route. Article 264n is the special rule for a single-member commercial company: no transformation plan is prepared and the related information duties do not apply. Consequently, there is no plan to announce and no 30-day plan-publication period before the sole-owner decision.

The exception does not mean “no financial verification.” A verifier is appointed for the conversion and, under Article 264n, performs only the capital check in Article 264d. This is narrower than a full transformation review: there is no exchange-ratio fairness analysis between competing owners and no plan to assess. The verifier examines the net asset support for the capital and opening share structure carried into the new form and issues the report for the Registry file. Prepare current accounts, evidence for assets and liabilities, the existing euro-denominated EOOD capital, and the proposed EDPK shares and contributions so the figures reconcile. Do not replace this limited report with a general management narrative or omit it merely because there is one owner.

The practical drafting work still needs to define the new name and seat, how the sole owner's EOOD interest maps into EDPK shares, the opening classes and nominal values, treatment of pledges or attachments, and governance. Those terms belong in the sole-owner decision, founding act, opening allocation, and supporting filing documents—not in a nonexistent transformation plan.

4. Adopt the Sole-Owner Decision and New Founding Act

Once the eligibility, tax-notification, financial, and verifier workstreams are ready, the sole owner resolves to change the legal form, adopts the EDPK founding act, confirms the opening share allocation, and appoints the new governing and representative body. There is no plan-publication waiting period. The decision, verifier's capital report, founding act, and attached A19 data must be mutually consistent. Do not admit an investor in this decision: Article 264 prohibits admission of a new member simultaneously with a change of legal form.

The founding act should address the company name, seat and address, objects, term, share classes and nominal values, rights and transfer restrictions, non-cash contributions, governance and representation, founder privileges, profit allocation, and any additional statutory arrangements. Decide whether the EDPK will have one or more individual managers or a management board. A legal entity may serve on a management board through a designated representative; that is not the same as naming a legal entity as the individual manager in A19, where the Registry guidance requires a natural person.

5. File V21 with the EDPK A19 Package

The incoming management files V21 (Bulgarian “В21”), identifying the predecessor and the new form, together with the initial A19 application for the EDPK. The Registry Agency's change-of-form guidance confirms that the predecessor is removed and the successor receives a different UIC. A separate EOOD deletion application is not filed.

A case-specific package commonly includes:

• the sole-owner decision and final EDPK founding act
• documents for the appointed manager or management board and representation
• the opening allocation of shares and details of relevant pledges or attachments
• the verifier's limited Article 264d capital report and appointment documents
• the Article 77 notification certificate
• declarations required from the applicant and new representatives
• foreign-owner existence, authority, legalisation, and translation evidence, where applicable
• redacted public copies where documents contain unnecessary personal data
• proof of the state fee and any filing authority

The Registry Agency's current state-fee tariff sets the transformation fee at EUR 46.02 electronically and EUR 92.03 on paper. Professional, notarial, translation, valuation, and courier costs are separate. Article 264zh prevents entry before 14 days have passed from filing; preparation, the verifier's work, NRA timing, Registry instructions, and regulatory consents make the overall project longer. No statutory 30-day plan-announcement period should be added to this single-owner procedure.

What Happens on the Entry Date?

Registration is the legal-effect date. The EOOD ends without liquidation and the EDPK arises as universal successor. Existing receivables, debts, contracts, pending proceedings, security interests, and employment relationships do not need individual transfer agreements merely because of the transformation. The balance-sheet transition is recorded through a closing balance for the EOOD and an opening balance for the EDPK on that date.

Continuity is not administrative invisibility. The new UIC affects invoices, bank KYC, payroll, tax portals, customer and supplier master data, qualified electronic signatures, licence files, and public databases. Issue notices and obtain any sector-specific acknowledgment promptly.

• Employees: employment does not terminate under Article 123 of the Labour Code. Rights and obligations pass to the new employer, but the electronic employment records and payroll reporting must be updated for the new UIC.
• VAT and tax: the successor becomes VAT-registered by succession from the Registry entry date where the predecessor was registered. Coordinate portal access, invoices, tax-period reporting, and the transformation rules under the Corporate Income Tax Act. Universal succession is not a licence to assume every tax consequence is neutral. Our Bulgarian corporate-tax guide explains the broader framework.
• Property and licences: update title records for real estate, vehicles, intellectual property, and other registered assets using the transformation certificate. Licences, permits, and concessions transfer unless their law or award provides otherwise; regulated-sector notification or consent may still be necessary.
• Banking and contracts: give counterparties the new invoicing and payment details. Banks may require fresh customer identification, account changes, or onboarding before normal operations continue.
• Beneficial ownership: reassess the AML record. Because EDPK members are tracked privately rather than entered as such in the Commercial Register, the A19 package should address beneficial-owner disclosure whenever the natural-person controller is not otherwise established under the statutory exceptions. Keep the ownership and control evidence current.

Creditor Protection and Other Conversion Risks

Universal succession does not erase creditor rights. Contributions already due remain payable. The Commerce Act also gives pre-transformation creditors a right to request security in cases where a capital company changes into a partnership or a company with lower capital, measured against the relevant capital difference. Because DPK capital is variable and the DPK is treated as a partnership for transformation rules, creditor exposure should be mapped before the sole-owner decision is finalised, not after a demand arrives.

The most common practical risks are an ineligible company, inconsistent euro figures, unnecessarily preparing and announcing a plan, omitting the limited capital-verifier report, admitting a new investor in the same transformation, copying an EOOD founding act that omits DPK share-class rules, and overlooking the new UIC across operational systems. A conversion also creates little value if the members' book, cap table, option records, and board approvals will not be maintained rigorously.

If the commercial aim is merely to transfer the existing EOOD, compare the conversion with a conventional company-share transfer. If the goal is future fundraising or employee participation, design the post-conversion share classes and governance before adopting the decision; later repairs can be more expensive than careful drafting at the outset.

Lion Consult can coordinate the eligibility review, verifier workstream, founding act, euro reconciliation, NRA notification, and V21/A19 filing, while identifying tax, employment, banking, and regulatory workstreams that require specialist input. Discuss your EOOD-to-EDPK conversion with our team.

Every transformation depends on the company's financial thresholds, constitutional documents, liabilities, contracts, workforce, licences, and tax position. Obtain company-specific Bulgarian legal, tax, and accounting advice before approving or filing the conversion.

Frequently Asked Questions

Is EDPK an official Bulgarian company abbreviation?

Yes. Article 260b of the Commerce Act expressly permits ЕДПК for an ednolichno druzhestvo s promenliv kapital, meaning a single-owner variable-capital company.

Can every Bulgarian EOOD convert into an EDPK?

No. The company must have fewer than 50 employees on average and must remain within at least one of the BGN 4 million annual-turnover or asset ceilings.

Does an EOOD-to-EDPK conversion require a transformation plan and 30-day announcement?

No. Article 264n is the single-member exception: no transformation plan is prepared, the related information duties do not apply, and there is no 30-day plan-publication period.

Is a verifier required?

Yes. The verifier's special single-member scope is limited to the Article 264d capital check; there is no exchange-ratio or transformation-plan fairness review.

Does the converted EDPK keep the EOOD's UIC/EIK?

No. The Registry Agency assigns a different UIC/EIK. The EDPK nevertheless succeeds universally to the EOOD's assets, liabilities, contracts, and legal relationships.

What are the Registry fee and minimum timing?

The current fee is EUR 46.02 electronically or EUR 92.03 on paper. Entry cannot occur before 14 days after filing; verifier, NRA, drafting, and regulatory preparation add time.

Do contracts, employees, and VAT registration continue?

Generally yes through universal succession. Employment does not terminate, and VAT registration passes by statutory succession, but records, invoices, bank KYC, licences, and systems must be updated for the new UIC.