Introduction of the Euro & Its Impact on the Share Capital of Companies

In the context of the introduction of the euro in the Republic of Bulgaria as of 1 January 2026, the Registry Agency has initiated, ex officio, a phased process of conversion of the share capital of companies, as recorded in their respective files in the Commercial Register and the Register of Non-Profit Legal Entities.

This process of automatic currency conversion, however, does not release companies from their obligation to bring the documents listed in Article 9, Para. 2 of the Act on the Introduction of the Euro in the Republic of Bulgaria (the “AIERB”), as well as other internal documents beyond those listed therein, into compliance with the AIERB. As an initial step, companies should carefully verify whether both the new amount of the share capital and the registered nominal value of the shares in joint-stock companies and partnerships limited by shares have been correctly reflected. In practice, discrepancies may arise as a result of rounding or technical specifics.

Particular attention should be paid to specifics applicable to limited liability companies. If, as a result of the conversion of the quotas, the rights of a shareholder in the company may be affected, it is permissible to amend the capital converted in accordance with the statutory procedure by up to 5% of the registered capital. Such amendment must be carried out in accordance with the procedure for amending the articles of association. This special rule is provided for cases in which the conversion of the share capital from Bulgarian levs into euros may lead to a breach of Article 30 of the AIERB. In such situations, it is advisable to analyse possible solutions in a timely manner so as to preserve the rights of all shareholders.

The announcement of the updated articles of association or statute is carried out upon the submission of the first subsequent application for registration, deletion, or announcement in the Commercial Register. Regardless of this, the law provides for a final deadline: by the end of 2026, companies must bring their constitutive documents into compliance with the requirements of the law and, where necessary, also update other internal corporate documents. The law also prescribes fines, respectively, pecuniary sanctions in the event of non-compliance with these obligations.