Converting a Bulgarian OOD into a company with variable capital (DPK) can add share classes, a private members' book, employee-equity tools and more adaptable investment mechanics. It is not a shortcut for rewriting ownership informally. The Commerce Act treats the transaction as a formal transformation by change of legal form, with a published plan, a qualified majority and universal succession.

The procedure is most useful when an eligible small company has outgrown the standard OOD governance model but is not yet ready for an AD. The structure must be designed before the vote: the conversion cannot simultaneously admit new members, and the new DPK agreement must translate every existing partner's rights into a workable class and cap table.

This guide is general information as at 1 August 2026. Corporate, registration, employment, tax, accounting and licensing consequences depend on the company and its documents. It is not legal, tax or accounting advice.

This article addresses a multi-member OOD. Article 264n creates a separate exception for a single-member EOOD: no conversion plan or partner-information process is required, and an appointed examiner performs only the statutory capital check. Do not copy the ordinary OOD timetable below into an EOOD-to-EDPK transaction.

OOD-to-DPK Conversion at a Glance

First Confirm That the OOD May Become a DPK

Under the current Bulgarian Commerce Act, a DPK may be used only by an enterprise with an average staff headcount below 50 and annual turnover not exceeding BGN 4 million and/or assets not exceeding BGN 4 million. Following euro adoption, the legacy financial ceiling corresponds to EUR 2,045,167.52 under the fixed rate, not a rounded EUR 2 million. The conversion follows the statutory rules in Bulgaria's Euro Introduction Act.

The wording means that the staff test must be satisfied and at least one of the two financial measures must remain within the ceiling. Use reliable figures for the relevant period rather than an optimistic management forecast. A business close to the limits may spend time and money converting only to face a mandatory conversion into another capital company after its next annual review.

Eligibility is not the only gateway. A regulator, lender, grant authority, public-contracting body or key customer may require a particular legal form or prior approval. Review the company's licences and finance documents before the plan is signed. Our EOOD, OOD and DPK comparison helps test whether the DPK's flexibility justifies the procedure.

This Is a Transformation, Not a Closure and Restart

Article 264 of the Commerce Act calls the process a change of legal form. On registration, the OOD is terminated without liquidation and a newly formed DPK becomes its universal successor. The existing partners become members of the DPK according to the approved exchange ratio.

This produces continuity, but not complete administrative invisibility. The Registry Agency's V21 guidance explains that the predecessor's file is closed, the successor is registered and the portal generates a different unified identification code (EIK). The DPK may retain the business name if available, with the correct DPK designation, but banks, tax systems, invoices, payroll, counterparties and sector registers must be aligned with the successor's data.

The change does not involve a liquidation distribution, sale of the enterprise or incorporation of an unrelated shell. Nor may the company accept a new member at the same time as the conversion. An investor admission, employee pool or secondary transfer should therefore be sequenced before or after the effective date with its own approvals and documentation.

Build the Conversion Plan and New DPK Agreement

The OOD's management body prepares a written conversion plan with notarised signatures. It should state at least:

• the OOD's identifying data and the successor's proposed DPK form, name and seat
• the exchange ratio at a specified date
• any permitted cash equalisation and its payment deadline
• the number, class and nominal value of DPK interests each existing partner will receive
• existing pledges or attachments affecting the interests
• the treatment of special rights and relevant instruments

A project of the new DPK company agreement accompanies the plan. The agreement should not merely replace “OOD” with “DPK”. It must define the interest classes and their nominal values, voting and economic rights, transfer conditions, management and representation, profit allocation and any member privileges. Each DPK interest must have a nominal value of at least EUR 0.01.

This is also the moment to design the internal members' book. Create an opening cap table that reconciles the exchange ratio, class rights, contributions, pledges and attachments. DPK ownership is maintained internally rather than as a registered fixed-capital schedule, so weak records can undermine a future financing or dispute. For the operating model after registration, see our variable-capital company guide.

Capital Does Not Simply Disappear

An OOD has fixed registered capital; a DPK has variable capital whose total is not entered in the Commercial Register. The conversion plan must translate the old interests into the new interests and preserve an economically defensible allocation. Unpaid OOD contribution obligations do not vanish on conversion.

The Commerce Act provides that, when a DPK participates in a transformation, it is treated under the rules for personal companies. That special rule matters. It means an examiner is not automatically required merely because the successor has limited liability and interests. A partner may request a review, or the management or control body may decide on one; where a review occurs, its report assesses whether the exchange ratio is adequate and reasonable.

The same transformation treatment engages creditor protection. Because the OOD is a capital company and the successor is treated as a personal company for this purpose, creditors holding pre-conversion claims may request security up to the relevant capital difference. Include secured debt, leases, supplier credit and contingent claims in the transaction review rather than waiting for an objection.

Section III requires the conversion plan, but it does not prescribe the separate management explanatory report used in the standard merger and demerger regime. Do not confuse a voluntary board paper or an examiner's report with a statutory management report that this form of conversion does not require.

Publish the Plan and Protect Partner Information Rights

The plan must be submitted for announcement in the Commercial Register. Because the converting OOD is a capital company, it must be announced at least 30 days before the general meeting that will decide the conversion.

During that period, the partners must have access at the company's registered office to:

• the conversion plan and project DPK agreement
• a balance sheet as at the last day of the month before the plan, unless the latest annual financial statements cover a year ending less than six months earlier
• information about any appointed examiner

Copies or extracts must be supplied to a partner free of charge on request. The 30-day office-access period may be waived when every partner votes for the conversion, but that does not remove the separate statutory requirement to announce an OOD's plan at least 30 days before the meeting.

Adopt the Conversion With the Correct Majority

The OOD general meeting approves or amends the plan by a majority of at least three quarters of the registered capital. The same decision adopts the DPK company agreement and elects the manager or management board and representatives. Check the existing OOD agreement for a higher majority, quorum rules, reserved matters or investor consents that also apply.

The minutes and supporting evidence should show proper notice, attendance, votes, approval of the final plan, adoption of the exact DPK agreement and the appointments. Separate acceptance, specimen-signature and statutory-declaration documents will be needed for the new management.

Minority rights cannot be solved by drafting the vote as a routine amendment. A partner may challenge specified procedural or mandatory-law defects before the Registry entry. Within three months after registration, a partner may seek cash equalisation if the exchange ratio is not equivalent. An OOD partner whose legal position changes and who voted against the conversion may also leave the DPK by notarised notice within three months, subject to the statutory settlement rules.

Notify the NRA and Assemble the Registry Filing

Before the Registry filing, notify the competent territorial directorate of the National Revenue Agency. The NRA's official transformation guidance states that it may issue the notification certificate within 60 days. Build that lead time into the transaction timetable.

The electronic Registry package uses V21 for the transformation and a linked A19 for the successor DPK. Depending on the facts, the package ordinarily includes:

1. the conversion resolution and evidence of the meeting
2. the adopted DPK agreement
3. documents for the elected manager or management board and representatives
4. the list of persons receiving DPK interests, their classes and membership
5. the examiner's report, if a review was performed
6. the NRA notification certificate
7. statutory applicant declarations, authority documents and fee evidence
8. any sector approval or additional evidence required by the assets or activity

The Registry portal's A19 service should be checked when the package is prepared, because its document prompts depend on management, representation, in-kind contributions and beneficial-owner facts.

The current Registry tariff still expresses the transformation fee as BGN 180 on paper and BGN 90 online. At the fixed conversion rate these are approximately EUR 92.03 and EUR 46.02. Confirm the payment amount and portal instruction on filing day. Registration may occur no earlier than 14 days after application, allowing a qualifying challenge to suspend the process.

What Continues—and What Still Needs Attention

At entry, all OOD rights and obligations pass to the DPK. Contracts do not need to be assigned one by one merely to create succession. However, financing, grants, leases and major customer contracts may require notice, consent, updated security or new KYC because the legal form and EIK change.

Licences, permits and concessions generally pass unless the applicable law or the individual authorisation provides otherwise. A regulated business should obtain the authority's position before voting, not after the Registry changes the entity data.

Employment relationships do not terminate because of a change in the employer's legal form. Article 123 of the Labour Code preserves them and transfers employer rights and obligations to the successor, as the Ministry of Labour explains. Payroll, employment-register and social-security records still need operational updating.

Tax registrations and history require coordinated treatment. VAT succession can apply from the Registry date, and the NRA announced automatic successor access to specified predecessor data and correction services from 7 July 2026. Prepare closing and opening balances at the effective date, reconcile the fixed OOD capital with the DPK capital and members' book, and document any accounting date used in the plan.

Finally, review beneficial ownership. A private DPK members' book does not remove anti-money-laundering disclosure, bank KYC or the need to keep the Commercial Register record accurate. Map direct and indirect control under the new classes, vetoes and management arrangements.

A Practical Conversion Checklist

• confirm DPK staff, turnover and asset eligibility
• audit licences, finance, contracts, grants and partner vetoes
• model the exchange ratio, classes and opening cap table
• draft and notarise the plan and project DPK agreement
• announce the plan at least 30 days before the OOD vote
• notify the NRA early enough for its certificate
• approve the plan, agreement and management with the required majority
• file V21 with the linked A19 and the complete evidence package
• prepare closing/opening balances and the DPK members' book
• update counterparties, banks, payroll, tax, licences and beneficial ownership

How Lion Consult Can Help

Lion Consult can assess DPK eligibility, structure the exchange ratio and class rights, prepare the conversion plan and company agreement, coordinate the NRA and Commercial Register filings, and organise the post-registration legal and compliance handover.

Contact Lion Consult before publishing the plan if the OOD has minority investors, pledged interests, regulated licences, employee equity, convertible finance or contracts tied to its current legal form.

This article reflects general information available on 1 August 2026. Verify the current Commerce Act, Registry forms and tariff, NRA procedure, company agreement and sector rules before approving or filing a conversion.

Frequently Asked Questions

Can a multi-member Bulgarian OOD convert into a DPK?

Yes, provided the enterprise satisfies the DPK eligibility test and no sector rule, licence, financing agreement, or other restriction prevents the change of legal form.

Does an OOD-to-DPK conversion require liquidation?

No. It is a transformation by change of legal form. The OOD ends without liquidation and the newly registered DPK becomes its universal successor.

Is a conversion plan required?

Yes for a multi-member OOD. Management prepares a notarised plan, which must be announced at least 30 days before the vote. Article 264n provides a different no-plan exception for a single-member EOOD.

What majority must approve the conversion?

The OOD general meeting must approve it with at least three quarters of the registered capital. The company agreement may require a higher majority or additional investor consent.

Can a new investor join during the conversion?

No. The Commerce Act does not permit the simultaneous admission of new members during a change of legal form. The investment must be sequenced separately.

Is an independent examiner always mandatory?

Not automatically. Because a DPK is treated under personal-company rules for transformations, an examination may instead arise from a partner request or a management or control-body decision.

What happens to the EIK, contracts, licences, and employees?

The Registry assigns the successor DPK a new EIK, while rights and obligations pass by universal succession. Employment continues; licences generally pass unless sector law says otherwise. Operational records and counterparties still require updating.