Amendments concerning companies with respect to the introduction of the euro as an official currency in Bulgaria
On 1 January 2026, the Registry Agency will ex officio convert into euros the amount of the capital of limited liability companies, joint-stock companies and limited partnerships with shares, as well as the registered nominal value of the shares in joint-stock companies and limited partnerships with shares. It is not necessary for the registered companies to submit applications or to pay a currency conversion fee.
In the event of currency conversion of capital, the rules for currency conversion and rounding as outlined in the Law on the Introduction of the Euro in the Republic of Bulgaria apply. The currency conversion from BGN to EUR is carried out by dividing the numerical value in BGN by the full numerical value of the official exchange rate, expressed in six digits with all five decimal places, i.e., by 1.95583, and the resulting amount is rounded to the second decimal place based on the third digit. Rounding is in accordance with the following mathematical rule: when the third decimal place is less than five, the second decimal place remains unchanged; When the third decimal place is equal to or greater than five, the second decimal place is increased by one unit.
NB! This rule does not apply to employment relationships. In the case of wages, the special rule applies, which states that if the third place after the decimal point is greater than 0, the second place is always rounded upwards.
The currency conversion from BGN to EUR of the capital of the companies is carried out in a way that does not affect the rights of the shareholders, respectively the partners, as well as their share in the capital.
Joint Stock Company and Limited Partnership with Shares
First, the nominal value of one share is converted from BGN to EUR according to the rule above. The capital of AD and KDA in EUR is formed by the nominal value of one share, multiplied by the number of shares.
If there is a difference between the value of capital calculated using the currency conversion and rounding rule and the value of capital derived from the converted nominal value of shares, it shall be recorded as retained earnings/uncovered loss from previous years.
Limited Liability Company
The entered value of the capital is converted from BGN to EUR according to the rule with rounding to the second digit. The amount of the share in the capital of each shareholder is calculated by distributing the currency amount of the capital among the shareholders according to their participation in the capital before the currency conversion.
If as a result of the currency conversion the rights of the shareholders are affected and this requires an amendment of the registered capital by no more than 5%, the partners may decide to change the capital under a simplified procedure (with a decision to amend the articles of association), in which case the rules of the Commerce Act for capital increase and decrease are not applied.
What companies should do
At the same time, until 31 December 2026, companies should adopt amendments to their documents - articles of association, by-laws, constituent acts, rules, procedures and other internal acts or contracts related to the introduction of the euro in the Republic of Bulgaria. Within the specified period, they should announce their updated statutory act (articles of association, by-laws) in the Commercial Register simultaneously with the submission of the first application for entry, deletion or announcement of any circumstances. For example, this could be done together with the submission of the annual financial statements for the previous year. No state fee is collected for the publication of these acts.
If companies do not update their documents in accordance with the law by 31 December 2026, fines of between BGN 400 and BGN 5,000 will be imposed. The legislator has provided for the fine in BGN, although it will be possible to pay it only in euros.