Company Setup in Bulgaria (2026): Registration, Euro Conversion & Compliance Checklist

Bulgaria adopted the euro on 1 January 2026, entering a dual-circulation cash changeover that ran from 1 January to 31 January 2026 before the euro became the sole legal currency on 1 February 2026. For anyone planning a company setup in Bulgaria, or managing an existing entity, the changeover triggered a cascade of mandatory compliance actions: converting registered share capital from BGN to EUR, reissuing VAT invoices in the new currency, amending articles of association, updating payroll systems and filing corrected documents with the Commercial Register. This guide provides a step-by-step compliance playbook covering every corporate, tax and employment obligation that company founders, CFOs, general counsel and foreign investors need to address right now.

Quick Checklist, 7 Urgent Actions for CFOs and General Counsel

Before working through the detailed sections below, use this at-a-glance checklist to confirm that the most time-sensitive tasks are already in progress. Each item maps to a full section later in this article.

Company Registration Basics, Who Can Set Up and Common Entity Types

Understanding Bulgaria’s corporate landscape is essential before tackling euro-conversion mechanics. The country offers several entity types suited to different investor profiles, all of which are now registered with share capital denominated in EUR.

Entity Types at a Glance

The most common vehicles for company registration in Bulgaria are:

• EOOD (Еднолично дружество с ограничена отговорност). A single-member limited liability company, the standard choice for sole founders and wholly owned subsidiaries. Post-conversion, the minimum registered capital is the EUR equivalent of the former BGN 2 threshold (effectively EUR 1 after rounding, though many founders capitalise at a higher level for credibility).
• OOD (Дружество с ограничена отговорност). A multi-member LLC suitable for joint ventures and partnerships. Governance mirrors the EOOD but with a general meeting of shareholders in place of sole-owner decisions.
• AD (Акционерно дружество). A joint-stock company required when share capital exceeds the statutory threshold or where public offerings are contemplated. The former minimum of BGN 50,000 converts to approximately EUR 25,565 at the irrevocable rate (subject to official rounding rules).
• Branch of a foreign company. Not a separate legal entity; registers with the Commercial Register and operates under the parent’s liability. Branches must also update their registration particulars to EUR.

Can Foreigners Own 100% of a Bulgarian Company?

Yes. Bulgarian law permits 100% foreign ownership across virtually all sectors, with no requirement for a local partner. Non-EU nationals should verify whether a Bulgarian visa or residence permit is needed for directors who will be physically present. The company setup in Bulgaria process for foreigners follows the same Commercial Register procedure as for Bulgarian nationals, and the euro adoption has not changed foreign-ownership rules.

Costs and Timeline

Registration fees payable to the Commercial Register are modest, electronic filings attract a reduced fee compared with paper submissions. Typical total incorporation costs (including notary fees, legal drafting and translation) range from approximately EUR 500 to EUR 1,500 for an EOOD or OOD when handled through a local law firm. Processing time at the Registry Agency is ordinarily three to five business days for e-filings. Industry observers expect these fees to remain stable following euro adoption, since the Registry Agency has simply re-denominated its fee schedule.

Converting Share Capital from BGN to EUR, Legal Steps and Examples

The conversion of registered share capital is the single most consequential corporate compliance task arising from euro adoption in Bulgaria. Every entity whose founding documents state capital in BGN must carry out this conversion and register the result with the Commercial Register.

Legal Basis and the Official Conversion Rate

The irrevocable conversion rate was set in the EU Council decision of 8 July 2025, which confirmed that Bulgaria had fulfilled the convergence criteria. The rate is fixed at BGN 1.95583 = EUR 1, the same rate at which the Bulgarian lev had been pegged to the euro under the currency-board arrangement. All conversions must use this rate; commercial rounding follows the standard EU rule of rounding to the nearest cent (two decimal places for monetary amounts). Where the conversion of an individual share’s par value produces more than two decimal places, the figure is rounded to the nearest cent, with 0.5 cent rounded up.

Companies may not adjust nominal share values to produce “round” EUR figures unless they simultaneously execute a formal capital increase or decrease in accordance with the Commerce Act. The conversion itself is a mandatory re-denomination, not a discretionary restructuring.

LLC (EOOD / OOD), Step-by-Step

1. Calculate the converted capital. Divide the registered BGN capital by 1.95583. For example, an EOOD with BGN 5,000 share capital converts to EUR 2,556.46 (rounded to the nearest cent).
2. Adopt a sole-owner decision or shareholders’ resolution. The decision should state: (a) the existing BGN capital, (b) the applicable conversion rate, (c) the resulting EUR capital, and (d) the new par value per share in EUR. For an OOD, a general meeting of shareholders must be convened with the requisite quorum.
3. Amend the articles of association. Replace every BGN reference with the EUR equivalent. If the articles contain financial thresholds (e.g., borrowing limits, capital-call triggers), convert each one.
4. Notarise the updated articles. A notary must certify the signatures on the amended articles and the resolution. Some practitioners also obtain an apostilled translation where foreign shareholders are involved.
5. File with the Commercial Register. Submit the application electronically (or on paper) together with: the resolution, the amended articles, proof of notarisation, and the applicable filing fee. The Registry Agency updates the company’s entry to reflect the new EUR capital.
6. Update internal records. Amend the shareholder register, share certificates (if issued) and any internal ledgers to show EUR values.

AD (Joint-Stock Company), Step-by-Step

1. Calculate converted capital and per-share par value. An AD with BGN 50,000 capital and 5,000 shares at BGN 10 par value converts to EUR 25,564.59 total capital, with each share at EUR 5.11 (rounded to the nearest cent).
2. Convene a General Meeting of Shareholders (GMS). Adopt a resolution with the same content as for an OOD, stating old BGN values, the conversion rate and the new EUR amounts. The GMS must meet statutory notice and quorum requirements under the Commerce Act.
3. Amend the articles (statut) and any share-class documents. If the AD has multiple share classes with different par values, each class must be individually converted.
4. Register new share certificates. For book-entry shares held through the Central Depository, coordinate with the depository to reflect the EUR par value. For certificated shares, reissue or endorse certificates with the new denomination.
5. File with the Commercial Register using the same procedure and attachments as for an OOD, plus any Central Depository confirmation if relevant.

Sample Resolution Wording (EOOD)

The following is indicative language; legal counsel should adapt it to the specific company’s circumstances:

“The sole owner of [Company Name] EOOD, having regard to the adoption of the euro as the official currency of the Republic of Bulgaria effective 1 January 2026, and applying the irrevocable conversion rate of BGN 1.95583 = EUR 1, hereby resolves: (1) to re-denominate the registered share capital of the Company from BGN [amount] to EUR [converted amount, rounded to the nearest cent]; (2) to amend Article [X] of the Articles of Association accordingly; and (3) to authorise the Managing Director to file the necessary application with the Commercial Register.”

Comparison by Entity Type

VAT and Accounting Changes in Bulgaria 2026, What Finance Teams Must Do

The euro adoption reshaped day-to-day accounting and tax compliance for every VAT-registered business. Finance teams should treat the VAT changes in Bulgaria 2026 as an operational overhaul, not merely a cosmetic currency swap.

Invoicing and Receipts, VAT Invoices in EUR

From 1 January 2026, all VAT invoices, debit notes and credit notes must state taxable amounts and VAT in EUR. Invoices issued for transactions that straddle the changeover date (e.g., a supply completed in December 2025 but invoiced in January 2026) follow the general rule that the invoice currency matches the date of issuance. Pre-2026 invoices denominated in BGN remain valid for VAT-credit purposes; the National Revenue Agency (NRA) guidance confirms that no retroactive re-issuance is required for historical documents.

Fiscal cash registers and POS terminals must also be updated to print receipts in EUR. Businesses operating consumer-facing terminals were expected to reconfigure hardware and software before 1 January 2026.

VAT Registration Thresholds and Practical Impact

The mandatory VAT registration threshold, previously BGN 100,000 in taxable turnover over the preceding 12 months, converts to the EUR equivalent at the irrevocable rate (approximately EUR 51,130). Industry observers expect the NRA to publish a consolidated threshold figure to eliminate rounding ambiguity in borderline cases. Businesses approaching the threshold should monitor turnover in EUR from 1 January 2026 onward; any BGN turnover earned before that date is converted at the official rate for the purposes of the 12-month calculation.

Voluntary VAT registration remains available to businesses below the threshold, and the process is unchanged: application via the NRA portal, supporting documentation and a decision within the statutory timeframe.

Accounting Software and Rounding Rules

Every accounting ledger entry from 1 January 2026 must be recorded in EUR. Opening balances for the 2026 financial year should be converted from the closing BGN balances of 2025 using the irrevocable rate. The dual-entry conversion may generate minor rounding differences; these are typically posted to a dedicated “currency conversion rounding” account within equity or as an immaterial profit-and-loss item, depending on the applicable accounting standard.

Software vendors for popular Bulgarian accounting packages released euro-ready updates throughout Q4 2025. Finance teams that have not yet applied these patches should do so immediately and run a parallel reconciliation for the first reporting period.

Pre-2026 contracts priced in BGN are automatically read as EUR at the irrevocable rate by operation of law, no contractual amendment is required, although best practice is to issue a confirmation notice to counterparties to avoid billing disputes.

The March 2026 amendments to the Corporate Income Tax Act introduced targeted adjustments to reporting formats and allowable deductions linked to the currency transition. CFOs should review these amendments with their tax advisors to confirm that year-end provisions, deferred-tax calculations and any tax-loss carryforwards are correctly re-denominated.

Company Documents and Registry Filings to Update

Beyond the share-capital conversion discussed above, several other company documents require updating to achieve full corporate compliance in Bulgaria after the euro changeover.

When Articles Must Be Amended vs. When a Registry Note Suffices

A formal amendment to the articles of association is mandatory whenever the document contains explicit BGN amounts, share capital, par values, director remuneration caps, capital-call thresholds or liquidation-distribution formulas denominated in BGN. If, however, the articles reference capital only by cross-referencing the Commercial Register entry (rather than stating a fixed BGN figure), a simpler registry note reflecting the converted EUR amount may suffice without a full notarial re-execution of the articles. The decision tree is straightforward:

• Articles state “BGN X” explicitly → full amendment, new notarised text, registry filing.
• Articles reference “the registered capital as recorded in the Commercial Register” → registry update only (upon filing the share-capital conversion).
• Articles contain other BGN-denominated clauses (loan limits, thresholds) → full amendment required for those clauses.

Additional documents that typically need updating include:

• Share certificates (if physically issued), reissue or endorse with the EUR par value.
• Shareholder register (книга на съдружниците / акционерите), amend entries to reflect EUR holdings.
• Powers of attorney, any PoA that references BGN authority limits should be re-executed in EUR.
• General terms and conditions, consumer-facing T&Cs that quote prices or penalties in BGN should be republished in EUR.
• Internal policies, expense-reimbursement policies, procurement thresholds and approval matrices denominated in BGN.

How to File, Forms, Notary and Translated Attachments

Filings with the Commercial Register can be submitted electronically via the Registry Agency’s online portal or in person at a territorial office. Electronic filing requires a qualified electronic signature (QES) and attracts a reduced fee. The standard application form for changes to registered circumstances (Заявление за вписване на промени) is used, accompanied by the resolution, the amended articles and a notary certification. Where foreign-language originals exist, a certified Bulgarian translation must be attached. The Registry Agency typically processes electronic applications within three to five business days.

Employment and Payroll, Switching Salaries, Contracts and Social Payments

The euro adoption affected every employment relationship in the country. Employers must ensure that payroll operations, contractual documentation and statutory contributions all reflect the new currency.

Checklist for HR and Payroll Teams

• Employment contracts. Annex each contract to state the gross salary in EUR. The conversion uses the irrevocable rate; no employee may receive less than the BGN-equivalent amount. Rounding should favour the employee where the converted figure falls on half-cent boundaries.
• Collective bargaining agreements. Where a CBA sets pay scales or bonus thresholds in BGN, the parties should execute an amendment reflecting the EUR equivalents.
• Payroll software. Reconfigure to calculate gross-to-net in EUR, including personal income tax withholding and social-security contributions. Verify that electronic payslips and bank-transfer files output EUR amounts.
• Social-security reporting. Monthly declarations to the National Revenue Agency (Декларация обр. 1 and обр. 6) must be submitted in EUR from the January 2026 reporting period onward.
• Employee notification. While the conversion occurs by operation of law, best practice is to provide each employee with a written notice confirming their salary in EUR and the applicable conversion rate.

Template Payroll Clause (EUR Conversion)

“With effect from 1 January 2026, the Employee’s gross monthly remuneration shall be EUR [amount], being the equivalent of the previously agreed BGN [amount] converted at the irrevocable rate of BGN 1.95583 = EUR 1, in accordance with the law on the adoption of the euro in the Republic of Bulgaria. All other contractual terms remain unchanged.”

Practical Compliance Timeline and Responsibilities, A Three-Month Plan

The following timeline helps management teams organise the remaining company setup in Bulgaria and ongoing corporate compliance tasks into manageable phases.

Key Legislative and Compliance Dates

The table below consolidates every major date that affects company formation and corporate compliance in Bulgaria in connection with the euro changeover.

Conclusion, Completing Your Company Setup in Bulgaria Under the Euro Regime

The euro adoption represents the most significant regulatory shift in Bulgarian corporate law in over a decade. Whether you are incorporating a new entity or managing an existing business, the compliance obligations are both numerous and time-sensitive. The practical effect for most companies is a concentrated burst of legal, accounting and HR activity in the first half of 2026, converting share capital, amending foundational documents, recalibrating VAT invoicing and switching payroll systems.

Engaging qualified Bulgarian corporate counsel early in this process is the most effective way to avoid costly errors, missed filing deadlines or disputes with counterparties over currency terms. For businesses exploring a new company setup in Bulgaria, the euro itself is likely to prove a long-term advantage: it eliminates currency risk within the eurozone, reduces transaction costs and aligns the country more closely with the EU single market, benefits that the EU Council has consistently highlighted as a core rationale for monetary integration.

For further reading on the documents affected by the changeover, see our related guide on Bulgaria’s euro adoption and company documents to update in 2026. You can also browse our lawyer directory to find a corporate specialist in Bulgaria, or explore our international commercial and company formation resources.

Appendices and Further Reading

The following resources support the procedures described in this guide:

• Sample shareholder resolution (EOOD, EUR capital conversion). Template wording is provided in the “Converting Share Capital” section above. A downloadable version is available for registered users.
• Sample registry filing text. Use the standard Registry Agency application form for changes to registered circumstances (Заявление за вписване на промени), attaching the notarised resolution and amended articles.
• Sample VAT invoice in EUR. Ensure the invoice header, line items, subtotal and VAT line all state EUR; include the company’s VAT identification number and the standard EU invoice requirements under Directive 2006/112/EC.

Official references and further reading:

• EU Council decision on Bulgaria’s euro adoption. Confirms the convergence assessment and irrevocable conversion rate.
• Bulgarian Registry Agency (Агенция по вписванията). Filing guidance, forms and fee schedules for Commercial Register applications.
• National Revenue Agency (НАП). VAT invoicing guidance, registration thresholds and tax-reporting circulars for 2026.
• Council of the European Union, benefits of euro adoption. Policy context on the macro-economic advantages of joining the eurozone.

Sources

1. Council of the European Union, Decision on Bulgaria joining the euro
2. Schoenherr, Mandatory euro conversion of company capital
3. Wolf Theiss, Employers in Bulgaria to switch payments into euros
4. Booking.com for Partners, Understanding Bulgaria’s adoption of the euro
5. Council of the European Union, Benefits of adopting the euro
6. Global Law Experts, Bulgaria euro adoption: company documents to update in 2026