Need to inject fresh capital into your Bulgarian EOOD? Capitalizing retained earnings to strengthen the balance sheet? Or reducing capital to return excess funds to the owner? Changing the registered capital of a Bulgarian EOOD (single-member LLC) is governed by Articles 148-150 of the Commercial Act. A capital increase requires either new cash contributions deposited into an escrow account or capitalization of existing retained earnings. A capital decrease requires a 3-month creditor notification period before registration. And every Bulgarian company must also amend its Founding Act or articles to express its capital in EUR by 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). This guide covers the complete procedure for both increase and decrease, every document needed, costs, the mandatory euro redenomination, and tax implications.
Why Change Your Capital
The registered capital of an EOOD is the amount recorded in the Trade Registry and the company's Founding Act. It represents the owner's initial commitment to the company. Changing it is a formal legal procedure — not just an accounting entry. Here are the most common reasons.
- Meeting counterparty or lender requirements: Banks, government agencies, and business partners often require a minimum capital threshold before approving loans, licenses, or contracts. A company with EUR 1 capital may not satisfy their due diligence requirements.
- Strengthening the balance sheet: A capital increase — particularly by capitalizing retained earnings — improves the company's equity position. This matters for financial reporting, creditworthiness assessments, and public perception when counterparties check the Trade Registry.
- Regulatory compliance: Certain regulated activities — such as payment services, investment firms, and insurance companies — require specific minimum capital amounts established by sector-specific legislation.
- Returning surplus capital to the owner: If the company holds more capital than needed for its operations, a capital decrease allows the owner to withdraw the excess. This is distinct from dividend distribution and follows a different legal procedure.
- Euro redenomination: Every Bulgarian company must amend its Founding Act or articles to express its BGN-denominated capital in EUR by 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). Many owners use this as an opportunity to adjust the capital amount — rounding up or down within the permitted range. See our detailed guide on how Bulgaria's euro adoption affects your business.
Capital Increase
A capital increase adds new value to the company's registered capital. Under Article 148 of the Commercial Act, an EOOD can increase its capital in two ways: effective increase (new assets are contributed) or nominal increase (existing assets are reclassified as capital).
Option 1: New Cash Contributions
The owner contributes additional cash to the company. This is the most common method and requires depositing funds into a bank escrow account.
- Lawyer prepares documents. The sole owner decision (increasing capital, amending the Founding Act) and the updated Founding Act reflecting the new capital amount. The decision must specify the new total capital and the new nominal value of the shares.
- Notarize the sole owner decision. Under Article 137(4) of the Commercial Act, the sole owner decision for a capital increase must have notarized signatures and notarized content, performed simultaneously. This requirement applies to both OODs and EOODs — unless the Founding Act explicitly permits a simple written form.
- Deposit funds into an escrow account. The owner opens an escrow account (nabирателна сметка) at a Bulgarian bank and deposits the amount of the capital increase. The bank issues a bank certificate confirming the deposit. This certificate is mandatory for the Trade Registry filing.
- File with the Trade Registry. The lawyer submits the application electronically via KEP (qualified electronic signature) through the Trade Registry portal. The application includes the notarized sole owner decision, the amended Founding Act, the bank certificate, and proof of state fee payment (EUR 15 for electronic filing).
- Trade Registry registers the increase. The registrar reviews the application within 1-3 business days. Once registered, the new capital amount is publicly visible in the Trade Registry. The escrow account funds are then transferred to the company's regular current account.
Option 2: Capitalizing Retained Earnings
Instead of contributing new cash, the owner can convert accumulated profits (retained earnings from prior financial years) into share capital. This is a nominal increase — no new money enters the company. The profits that were already sitting in the company's equity are reclassified from retained earnings to registered capital.
The procedure is similar to a cash increase, but no bank certificate is needed because no new funds are deposited. Instead, the Trade Registry filing includes the company's most recent annual financial statements demonstrating that sufficient retained earnings exist to cover the increase. The auditor's report (if the company is subject to audit) or the balance sheet serves as proof.
Tax-neutral transaction: Capitalizing retained earnings does not trigger additional corporate tax or dividend withholding tax. The profits were already taxed at Bulgaria's 10% corporate income tax rate when earned. Converting them to capital is not a distribution — the funds remain within the company. No tax event occurs.
Non-Cash Contributions (In-Kind)
A capital increase can also be made through non-cash contributions — transferring assets (real estate, intellectual property, equipment) to the company in exchange for increased share capital. This requires an independent expert valuation appointed by the Registry Agency, which adds time and cost. Non-cash contributions are less common for EOODs but relevant for restructurings involving significant assets.
Capital Decrease
A capital decrease reduces the registered capital in the Trade Registry. Under Article 149 of the Commercial Act, the procedure includes mandatory creditor protection — because reducing capital potentially diminishes the assets available to satisfy the company's obligations.
- Sole owner decision. The owner adopts a notarized decision (same Art. 137(4) requirements as for increase — notarized signatures and content simultaneously) to decrease the capital. The decision specifies the new capital amount and the reason for the decrease.
- Register the decision with the Trade Registry. The lawyer files the sole owner decision with the Trade Registry. The decision to decrease is published in the Trade Registry — this serves as the official notification to creditors.
- 3-month creditor notice period. Creditors have 3 months from the publication of the capital decrease decision to object in writing. During this period, the decrease is not yet effective. If a creditor objects, the company must either satisfy the claim or provide adequate security before proceeding.
- Manager's written statement. After the 3-month period expires, the manager provides a written statement under Article 150 of the Commercial Act confirming that either (a) no creditors objected, (b) objecting creditors have been paid, or (c) adequate security has been provided to objecting creditors.
- Final Trade Registry filing. The lawyer files the final application to register the actual capital decrease, attaching the manager's Article 150 statement and proof that the creditor notification requirements were met. The registrar reviews and registers the new (lower) capital amount.
You cannot decrease below EUR 1: The minimum share capital for an EOOD is EUR 1, with a minimum nominal share value of EUR 0.01. Any capital decrease that would bring the registered capital below EUR 1 will be rejected by the Trade Registry. If the goal is to withdraw all capital and close the company, you need the liquidation procedure instead.
Do your articles still show the capital in BGN? Every EOOD and OOD must amend its articles of association to express the capital and shares in euro by 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). What the euro conversion involves →
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Bulgaria adopted the euro on January 1, 2026, at the irrevocable fixed exchange rate of 1 EUR = 1.95583 BGN. Every Bulgarian company must update its Founding Act or articles to express share capital in euros by 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). The deadline was extended by the amendment published in State Gazette No. 82 of 8 September 2026, in force from the same day.
How It Works
- Automatic conversion: The Trade Registry automatically converted all registered capital amounts from BGN to EUR using the fixed rate. However, this automatic conversion does not relieve companies from formally updating their Founding Act.
- Filing with the Trade Registry (Commercial Register): The articles with the converted capital are filed with the Commercial Register when the company amends its articles on another ground — for example a change of name, of registered seat and address of management, of the partners or the sole owner (OOD/EOOD), a capital increase or reduction under the Commerce Act, or another change to the mandatory content of the articles. They are then attached to the application for that other change (Art. 32(4), as amended, State Gazette No. 82/2026).
- Annual financial statements and other entries: Annual financial statements can be published, and entries on procura, branches, pledges, attachments, liquidation, beneficial owners and others can be made, without amending the articles for the conversion (Art. 32(4), as amended, State Gazette No. 82/2026; Registry Agency, 3 September 2026).
- No additional state fee: No additional state fee is due for the conversion; the fee for the other change still applies.
The +/-5% Adjustment Rule
When converting BGN capital to EUR, the mathematical result often produces awkward decimal amounts. For example, an EOOD with BGN 2 capital converts to EUR 1.02 (2 / 1.95583). To allow companies to arrive at clean round numbers, the law permits an adjustment of up to 5% of the registered capital — either up or down.
This means an EOOD with BGN 2 capital (EUR 1.02 after conversion) can round down to exactly EUR 1.00 — since the 2-cent difference is well within 5%. A company with BGN 5,000 capital (EUR 2,556.46 after conversion) could round to EUR 2,500 or EUR 2,600, as long as the adjustment stays within 5%.
Combine with a capital change: A capital increase or reduction amends the Founding Act on another ground, so the articles with the converted capital are attached to the same Trade Registry application (Art. 32(4), as amended, State Gazette No. 82/2026). The redenomination carries no additional state fee; only the capital change incurs the standard EUR 15 electronic filing fee.
Deadline and Penalties
The deadline for amending the Founding Act or articles is 31 December 2028 (Art. 32(1) of the Euro Introduction Act, as amended, State Gazette No. 82/2026). The penalties were not changed by the amendment: a property penalty on the company of ≈ €77–767 (BGN 150–1,500), ≈ €153–1,534 (BGN 300–3,000) on repetition — Art. 59(5)(7); a fine on the person at fault (e.g. the manager) of ≈ €51–511 (BGN 100–1,000), ≈ €102–1,023 (BGN 200–2,000) on repetition — Art. 59(2) and (4)(8). Liability for not adopting the amendment can arise only after 31 December 2028. If you amend the articles on another ground before then, the articles with the converted capital are attached to that application (Art. 32(4)). For a full breakdown of every change the euro adoption brought, see our guide on euro adoption impact on business and taxes.
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The exact documents depend on whether you are increasing or decreasing capital. Here is a side-by-side comparison.
| Document | Increase | Decrease | Notes |
|---|---|---|---|
| Sole owner decision | Required | Required | Must have notarized signatures AND notarized content (Art. 137(4)), performed simultaneously — unless Founding Act permits simple written form |
| Amended Founding Act | Required | Required | Updated to reflect the new capital amount and new nominal share value |
| Bank certificate (escrow) | Required (cash) | Not needed | Only for cash contributions. Not needed for retained earnings capitalization or decrease |
| Annual financial statements | If capitalizing profits | Not needed | Most recent approved financial statements proving sufficient retained earnings exist |
| Manager statement (Art. 150) | Not needed | Required | Written statement that creditors were notified and either consented, were paid, or were secured |
| Expert valuation | If non-cash contribution | Not needed | Independent expert appointed by the Registry Agency for in-kind contributions |
| Declaration of true circumstances | Required | Required | Standard declaration under the Commercial Register Act |
| Application Form A4 | Required | Required | Standard Trade Registry form for registering changes, completed in Bulgarian |
| State fee payment | EUR 15 / EUR 30 | EUR 15 / EUR 30 | EUR 15 electronic (via KEP) / EUR 30 paper. Not refunded if application is rejected |
Bundle changes: If the capital change is combined with other amendments (new manager, address change, company name change), file everything in a single Trade Registry application. You pay the state fee only once, regardless of how many changes are included.
Costs
State Fee
- Electronic filing: EUR 15 — standard approach used by lawyers filing via KEP
- Paper filing: EUR 30 — filed in person at a Registry Agency office. Slower, more expensive, rarely used
- Euro redenomination: No additional state fee is due for the conversion; the fee for the other change still applies
Notary Fee
The notary fee covers the simultaneous certification of signatures and content of the sole owner decision (required under Art. 137(4)). For standard capital changes, expect approximately EUR 15-40 depending on the notary. A 20% VAT applies on top of the notary fee. If your Founding Act permits simple written form for capital change decisions, no notarization is needed — but most standard Founding Acts do not include this opt-out clause.
Bank Fee (Cash Increase Only)
Opening an escrow account and obtaining the bank certificate typically costs EUR 10-30 depending on the bank. Some banks waive this fee if the company already has a current account with them. See our guide on EOOD bank accounts for bank-specific details.
Lawyer Fee
Your lawyer handles the entire process: drafting the sole owner decision and amended Founding Act, coordinating notarization, managing the bank escrow (for cash increases), filing electronically with the Trade Registry via KEP, and monitoring the application until registration. For a capital decrease, the lawyer also manages the creditor notification period and the final filing after the 3-month waiting period.
Capital increase vs. decrease cost comparison: A capital increase is faster and cheaper — typically completed in 3-7 business days with a single Trade Registry filing. A capital decrease requires two filings (initial decision + final registration after the creditor period) and takes a minimum of 3-4 months due to the mandatory 3-month creditor notice period. Budget accordingly.
"Can I do this myself without a lawyer?" The sole owner decision must be notarized with simultaneous certification of signatures and content. The Trade Registry application must be filed electronically via KEP. If you speak Bulgarian, have a KEP, and can draft legally compliant documents, you can handle it yourself. However, the most common rejection reasons are: incorrectly notarized decisions (signatures and content not certified simultaneously), missing bank certificates for cash increases, and improperly amended Founding Acts. Rejected applications mean the state fee is forfeited and you must re-file with a new payment. A lawyer ensures first-time approval.
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Frequently Asked Questions
What is the minimum capital for an EOOD in Bulgaria in 2026?
How long does it take to increase EOOD capital?
How long does it take to decrease EOOD capital?
Do I need a notarized decision to change EOOD capital?
Is a bank certificate needed for a capital increase?
Is capitalizing retained earnings taxable?
What is the mandatory euro redenomination of share capital?
Can I combine the euro redenomination with a capital change?
Disclaimer: This article provides general guidance on changing EOOD capital in Bulgaria based on current legislation as of April 2026. All amounts are in EUR (Bulgaria adopted the euro on January 1, 2026). The combined corporate income tax and dividend tax rate in Bulgaria is 15% (10% CIT + 5% dividend tax). Capital changes are governed by Articles 148-150 of the Bulgarian Commercial Act. This article does not constitute legal advice. For personalized guidance, consult a qualified Bulgarian lawyer. Last updated: October 8, 2026.