---
title: "Redenomination of Share Capital into Euro – Deadline Extended to 2028"
description: "The deadline for redenominating company capital into euro has been extended to 31 December 2028. What has changed, how capital in euro is calculated and what to do."
url: "https://www.da-law.eu/en/insights/redenomination-of-share-capital-into-euro"
lang: en
author: "Desislava Arsenova"
published: 2026-08-13
updated: 2026-10-18
category: "Corporate Law"
---

# Redenomination of Share Capital into Euro – Deadline Extended to 2028

Author: Desislava Arsenova · Published: 13 August 2026 · Updated: 18 October 2026

*The deadline for redenominating company capital into euro has been extended to 31 December 2028. What has changed, how capital in euro is calculated and what to do.*

## Key points

- For most capital companies, the real deadline for redenomination is 30 September 2026, not the end of the year.
- The reason is Art. 32(4) of the Act on the Introduction of the Euro. The redenominated documents are published together with the first subsequent application in the company's file, and the annual financial statements count as such an application.
- The Registry Agency redenominates only the total capital ex officio, not the members' shares in a limited liability company.
- Where rounding creates a difference, the capital may be adjusted by up to 5% under a simplified procedure, and a downward adjustment requires no new cash contribution.

> **Update (October 2026)**
>
> The redenomination deadline has been extended from 12 to 36 months, that is, to 31 December 2028 (amendment to Art. 32 of the Act on the Introduction of the Euro, State Gazette No. 82 of 8 September 2026). Under amendments to the Commercial Register and Register of Non-Profit Legal Entities Act (State Gazette No. 92 of 6 October 2026), annual financial statements are published separately, outside the general order of the company file. The 30 September 2026 deadline described below no longer applies.

If you manage a limited liability company, a joint-stock company or another capital company, you probably believe you have until the end of 2026 to redenominate its capital into euro. In practice, for most companies the deadline is much shorter. Because of the link between two separate statutory provisions, the real deadline coincides with the deadline for filing the annual financial statements, namely 30 September 2026. Anyone who waits until December risks their application getting stuck in the expected overload of the Commercial Register.

The obligation arises under the [Act on the Introduction of the Euro in the Republic of Bulgaria](https://lex.bg/bg/laws/ldoc/2137244903). Following the introduction of the euro on 1 January 2026, the Registry Agency redenominated ex officio the registered capital of all capital companies at the fixed rate of **BGN 1.95583 to EUR 1**, a process completed in March of the same year. This ex officio step, however, covers only half the task, because the companies themselves must separately bring their constitutional documents into line with the new values and file them for publication in the Commercial Register.

## Who Exactly Is Affected?

The scope is broad and does not depend on whether the company is actually trading. The obligation applies to all capital companies entered in the Commercial Register, namely single-member and multi-member limited liability companies, single-member and multi-member joint-stock companies and partnerships limited by shares. Variable capital companies must also bring their capital into euro, although there is no express mechanism for ex officio entry. Dormant companies with no activity or turnover in recent years are not exempt, because the obligation is tied to the company's legal form rather than its activity. Sole traders fall outside the scope, since they have no registered capital within the meaning of the law.

## What the Agency Does Ex Officio and What Remains for the Company

The ex officio redenomination by the Registry Agency covers only the registered total capital of limited liability and joint-stock companies, and the nominal value of one share in joint-stock companies. It **does not include**

- the redenomination of the individual members' shares in a limited liability company, because additional rules must be observed to preserve the ratio of their holdings;
- the capital of variable capital companies, which is not subject to ex officio entry in this way at all.

To complete the process, the company must adopt amendments to its articles of association, memorandum or instrument of incorporation stating the values in euro and submit a certified copy for publication in the Commercial Register. Publication is **free of state fees**.

## Why “by the End of the Year” Is the Wrong Answer

The law formally allows **12 months from the introduction of the euro** for bringing the documents into line, which means until the end of 2026. This is the figure repeated in most publications on the subject, including those of other law firms.

The problem arises from Art. 32(4) of the same Act. The redenominated documents must be published **together with the first subsequent application** for the entry, deletion or publication of a circumstance in the company's file. This provision does not itself mention a specific date. It merely links the two obligations.

The date comes from elsewhere. Publication of the annual financial statements also counts as such an application, and the deadline for them follows [Art. 38(1) of the Accountancy Act](https://lex.bg/bg/laws/ldoc/2136697598). For the 2025 reporting year, the specific date was set by a joint order of the President of the National Statistical Institute, the Executive Director of the National Revenue Agency and the Executive Director of the Registry Agency (State Gazette No. 109 of 16 December 2025) in connection with the transition to filing annual financial statements directly with the Commercial Register. As a result, for the vast majority of companies, 30 September 2026, not December, becomes the real deadline.

The seriousness of the problem was publicly acknowledged by the Executive Director of the Registry Agency, Eliana Ilieva, [who warned](https://www.segabg.com/hot/category-economy/prez-septemvri-shte-nastane-ad-turgovskiya-registur) that by the end of July 2026 only about **10% of nearly 900,000 registered companies** had filed redenomination documents. According to her figures, more than 2,000,000 applications (redenomination, 2025 financial statements and outstanding, unprocessed statements from previous years) were expected to arrive simultaneously in September, against a processing capacity of around 2,000 applications a day. The Agency itself described this combination as a risk of a complete documentary blockage of the system.

Members of Parliament from Progressive Bulgaria and Democratic Bulgaria [tabled proposals](https://www.capital.bg/politika_i_ikonomika/bulgaria/2026/07/16/4936297_pb_i_db_predlagat_uduljavane_na_sroka_za/) to extend the deadline by two years, to the end of 2028, and [to remove the link with the annual financial statements](https://www.segabg.com/hot/category-economy/pb-opitva-da-opravi-haosa-prevalutiraneto-na-kapitala), but the vote was postponed to the autumn session of Parliament, after the August recess. This means that any decision would come only days before the deadline itself, if it is adopted in time at all. We would not advise relying on such an extension in your planning.

## How Is the Redenominated Capital Calculated?

The formula depends on the company's legal form.

**For limited liability companies**, the capital registered in leva is divided by the full rate of 1.95583 and the result is rounded to two decimal places. For example, share capital of BGN 2,000 becomes EUR 1,022.58.

**For joint-stock companies and partnerships limited by shares**, the nominal value of one share is redenominated first, and the capital in euro is obtained by multiplying that value by the number of shares. Any difference from a direct redenomination of the total capital is accounted for as retained earnings or uncovered losses from previous years.

For multi-member limited liability companies there is an additional step, because the amount of each member's share is recalculated in proportion to their holding in the capital before redenomination.

## When the Sum of the Shares Does Not Match the Capital

Because of rounding, it is entirely possible for the sum of the members' redenominated shares not to match exactly the capital redenominated ex officio. The result is a difference of a few cents, which in practice disturbs the agreed proportions between the members.

In this case, the law allows a simplified solution. The general meeting of members may adjust the capital by up to **5% of the registered amount** without applying the more onerous procedures of the Commerce Act for increasing or reducing capital. The change is made under the procedure for amending the memorandum of association.

The simplified procedure eases the formalities (without the resolutions and time limits under the Commerce Act), but it does not remove the requirement that any increase in capital be backed by an actual cash contribution. The choice between rounding up and rounding down therefore has real consequences for the members. When rounding up, each member must actually pay the cash difference into the company's account and then provide a payment slip or bank statement as proof, and collecting signatures and documents from several members may take weeks, just when time is most valuable. When rounding down, none of this is needed, because the new, lower amount of capital merely formalises the total that the shares already reflect, without requiring a new cash contribution from anyone. In our practice, we therefore always recommend rounding down where the difference is within the permitted 5%. This achieves the same legal result without a single unnecessary payment or document.

## What Actually Happens If You Miss the Deadline?

The law does not provide for the automatic deletion of the company or the suspension of its activity for a missed deadline. The practical risk comes from the link between the two obligations described above. Since publication of the redenominated capital must accompany the first subsequent application in the company's file, any future action in the Commercial Register, including a change of managing director, address or objects, and even the next annual financial statements, may require the updated memorandum or articles to be submitted at the same time. In practice, this means delayed or blocked entries precisely when you need a quick change in the file, for example when concluding a transaction, applying for a loan or taking part in a public tender, where an up-to-date company status is often a mandatory condition.

There is also a purely financial element. The cost of preparing the documents has risen noticeably in recent months because of pressure on the market, and the owners of small limited liability companies are widely postponing the step precisely because of this cost. The earlier it is done, the cheaper and calmer the process. In the last week before 30 September, it is realistic to expect both higher prices and slower service from anyone you approach.

## Practical Steps Before the Queue Grows Longer

- Check now the exact redenominated amount of your company's capital and whether the sum of the shares matches it.
- If you are a member of a multi-member limited liability company, convene the general meeting in good time, not in the last week of September.
- Prepare and certify the new memorandum, instrument of incorporation or articles in advance, so that you can file them together with or before the annual financial statements.
- Use the fully electronic channels for filing with the Commercial Register. According to the Agency itself, between 20% and 30% of applications are still filed over the counter, which further slows processing for everyone.
- Do not rely on a possible extension of the deadline when planning your own timetable. It remains uncertain at the time of writing.

Redenomination looks like a purely technical step, but a rounding error, an overlooked change in the members' shares or a late filing can block future entries in the company's file. If you need assistance with preparing the documents or assessing the most suitable approach for your company, see our [corporate law](https://www.da-law.eu/en/services/corporate-law) services.

## Legal basis

- [Act on the Introduction of the Euro in the Republic of Bulgaria (Закон за въвеждане на еврото в Република България): Art. 32(4)](https://lex.bg/bg/laws/ldoc/2137244903)
- [Accountancy Act (Закон за счетоводството): Art. 38(1)](https://lex.bg/bg/laws/ldoc/2136697598)
- [Commerce Act (Търговски закон)](https://lex.bg/laws/ldoc/-14917630)
- Joint order of the National Statistical Institute, the National Revenue Agency and the Registry Agency on the deadline for the 2025 annual financial statements (State Gazette No. 109 of 16 December 2025)

## Frequently asked questions

### Which companies must redenominate their capital?

All capital companies, namely single-member and multi-member limited liability companies, single-member and multi-member joint-stock companies and partnerships limited by shares, including dormant companies. Variable capital companies must also bring their capital into euro. Sole traders are not affected, as they have no registered capital.

### Is there a state fee for publishing the redenominated capital?

No. Publication in the Commercial Register of the amended articles, memorandum or instrument of incorporation stating the values in euro is free of state fees.

### What happens if I miss the deadline?

The law does not provide for the deletion of the company or the suspension of its activity. The practical risk is that any subsequent entry in the company's file, such as a change of managing director or address, may be blocked until you also submit the updated memorandum or articles.

### How is the capital in euro calculated for a limited liability company?

The capital in leva is divided by 1.95583 and rounded to two decimal places, so that BGN 2,000 becomes EUR 1,022.58. In a multi-member company, each member's share is recalculated in proportion to their holding before redenomination.

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*The information on this website is not legal advice and does not create an attorney–client relationship. Every case has its specifics and requires an individual approach. For a professional opinion and a tailored strategy, please contact us.*

Source: https://www.da-law.eu/en/insights/redenomination-of-share-capital-into-euro