Mandatory Capital Conversion to Euro: Legal Obligations for Bulgarian Companies

The introduction of the single European currency in the Republic of Bulgaria will lead to significant consequences for the legal framework governing commercial companies.

Pursuant to the Law on the Introduction of the Euro in the Republic of Bulgaria (LIEB), the Registry Agency will carry out an ex officio automated conversion of the registered share capital of commercial companies, as well as the nominal value of issued shares. Considering that more than 930,000 companies are registered, the process is expected to be completed within one month.

It should be expressly emphasized that the automatic conversion performed by the Registry Agency does not relieve companies of their obligation to bring their constitutional and internal corporate documents into compliance with the new currency. Within 12 months from the date of the euro’s introduction (until 31 December 2026), companies must update their articles of incorporation, partnership agreements, and statutes.

With regard to limited liability companies, the partnership agreement must reflect the amount of capital in euro, as well as the value of the shares through which the shareholders participate in the capital.

Joint-stock companies and partnerships limited by shares are required to submit for publication in the Commercial Register a certified copy of their statute, signed by the person(s) representing the company, indicating the converted capital amount and the nominal value of shares in euro.

The submission of the updated documents must be made together with the next application for registration, deletion, or publication in the Commercial Register. No state fee is due for the publication itself. In practice, for a significant number of companies, this first filing will coincide with the submission of the annual financial statements for 2025, which must be filed by 30 September 2026.

If you or a close person owns a company, it is advisable to consult a lawyer specializing in commercial law who can assist with the lawful and accurate conversion of the company’s capital. This article does not constitute a legal opinion or legal advice by Attorney Mihail Tomov, nor is it related to any specific case or entity.