With the introduction of the euro as the official currency of Bulgaria as of 1 January 2026, all commercial companies whose registered share capital is denominated in Bulgarian leva (BGN) will undergo an official conversion of their capital into euro (EUR).

Official Recalculation by the Commercial Register

The recalculation of the share capital will be carried out automatically by the Registry Agency.

    No application needs to be filed.
    No state fee is payable.
    No specific shareholders' resolution is required solely for the currency conversion.

The conversion will be made at the fixed official exchange rate:

1 euro = 1.95583 leva

The capital amount in BGN will be divided by this rate and rounded to the second decimal place.

Updating the Constitutional Documents

Although the conversion will be recorded ex officio in the register, each company must align its internal corporate documents with the new currency.

This requires:

    updating the Articles of Association (for LLCs) or the Statutes (for JSCs);
    stating the share capital in euro;
    determining the nominal value of shares or quotas in euro.

The deadline for compliance is 31 December 2026.

After this date, discrepancies between the registered capital and the wording of the constitutional documents may create practical difficulties in future registrations, corporate transactions, or bank financing.

Quotas in Limited Liability Companies – Possible Rounding Differences

In companies with more than one shareholder, minor discrepancies may arise due to rounding differences between the total capital and the aggregate value of the individual quotas.

The legislation provides for a simplified adjustment mechanism:

    adaptation of the quota values within a 5% margin;
    without being treated as an actual increase or decrease of capital;
    without payment of capital amendment fees;
    without affecting the shareholders' percentage participation.

This is a technical alignment rather than an economic change.

Is There Any Real Change in the Capital?

No.

The conversion represents a purely technical recalculation from BGN to EUR.

It does not affect:

    proprietary rights;
    voting or management rights;
    the actual economic value of the capital;
    the ownership structure of the company.

The change is monetary in form, not substantive in effect.

Practical Recommendation

Although the statutory deadline for compliance extends until the end of 2026, it is advisable to update corporate documents in a timely manner, particularly if the company intends to undertake:

    transfer of quotas or shares;
    capital increase or decrease;
    admission of a new shareholder;
    bank financing or investment transactions.

Should you require assistance with drafting shareholder resolutions, amending corporate documents, or ensuring full legal compliance with the new requirements, our law office remains at your disposal.