Company capital in euros: deadlines and updating corporate documents
The automatic conversion of capital in the Commercial Register does not replace a review of the company agreement, instrument of incorporation or articles of association. However, the September 2026 amendments have relaxed the rules: the deadline for bringing these documents into line has been extended to 31 December 2028.
For owners and managers of Bulgarian single-member and multi-member limited liability companies and joint-stock companies, the practical task is to compare the registered particulars with the corporate documents and determine when and how an updated instrument must be submitted.
What has already been done automatically?
The Registry Agency has automatically converted the capital of limited liability companies (OOD/EOOD), joint-stock companies (AD/EAD) and partnerships limited by shares (KDA), free of charge. This affects the particulars on the company’s register file. A previously published company agreement or articles of association may still contain amounts in leva.
The review should therefore cover both the current register entry and the latest published constitutional document. A different currency designation does not in itself mean that the company has lost its capital or that the same sum must be contributed again.
Which deadline applies as of October 2026?
The amendment to Article 32(1) of the Act on the Introduction of the Euro in the Republic of Bulgaria extended the period from 12 to 36 months after the introduction of the euro. In practice, this means by 31 December 2028. References to a deadline of 31 December 2026 no longer reflect the current rule.
The extension allows more time for preparation, but does not remove the need to bring the documents into line.
When must the updated document be submitted to the register?
Following the amendment to Article 32(4), submission of the document updated for the euro is linked to cases in which the law requires that document to be submitted. According to the Registry Agency’s guidance, this includes amendments to the document on other grounds, such as a change of company name, registered seat or address, changes in membership, or an increase or reduction of capital.
Publishing annual financial statements no longer in itself requires prior submission of a company agreement amended because of currency conversion. A distinction should be made between the deadline for updating documents and the particular legal ground for submitting them to the register.
What should OOD and EOOD companies check?
- Does the total capital match the current particulars on the register file?
- Are the amount, number and allocation of ownership interests correctly recorded?
- Have the members’ relative interests been preserved?
- Are other changes planned that require an updated company agreement or instrument of incorporation?
Conversion uses the full official exchange rate of EUR 1 = BGN 1.95583 and the applicable rounding rules. Simply rounding each interest separately can produce a mismatch with the total capital. The law provides a special adjustment option within up to 5% of the registered capital to preserve members’ rights, but this requires a duly adopted resolution and correctly prepared documents.
Is a state fee payable?
The law provides an exemption from the state fee for publishing instruments in connection with currency conversion. This does not mean that every other change applied for at the same time is free. The fee for such a change depends on the particular registration requested.
Legal assistance with updating corporate documents
Sound preparation begins with a review of the latest published instrument, the capital structure and the resolutions planned by the owner or members. This allows the changes to be documented consistently, without contradictions between the resolutions, updated instrument and application.
Tomovi Law Firm in Varna provides legal assistance in commercial and corporate law, including preparing resolutions and documents for the Commercial Register.
Current as of 18 October 2026. Legal basis: Articles 31 and 32 of the Act on the Introduction of the Euro in the Republic of Bulgaria and the amendment published in State Gazette No. 82 of 8 September 2026. Official guidance: Registry Agency – updating documents; state fees.