Obligations for commercial companies in the official currency conversion of capital after the introduction of the euro
In connection with the introduction of the euro as official currency in the Republic of Bulgaria from January 1, 2026., specific legal and administrative obligations arise for commercial companies related to the official automatic currency conversion of capital and the updating of corporate documents in accordance with the new currency.
Automatic currency conversion
From the beginning of 2026. Registry Agency The automatic conversion of the capital of commercial companies from levs to euros at the fixed exchange rate has officially begun 1 EUR = 1.95583 BGN.. This is done without an application from the companies and without payment of a state fee. The process is expected to be completed within the next month due to the large number of registered companies.
Official currency conversion does not change the rights of partners or shareholders and does not affect their participation in the capital - the proportions remain unchanged. However, in some cases, due to automatic rounding or technical calculations during currency conversion a discrepancy may arise between the subscribed capital and the shares/stocks, which should be assessed by the company in order to protect the interests of partners and shareholders.
Updating corporate documents
Despite the official currency conversion, companies are required to bring their corporate documents into line with the new values of the capital expressed in euros. This includes updating the articles of association, statutes or articles of association to indicate the new amounts of capital and, where necessary, the shares or shares, taking into account the converted values.
The updated documents are submitted for publication in The Commercial Register simultaneously with the first subsequent application for entry, amendment or announcement (for example, when submitting the annual financial report). The deadline for their submission is until December 31, 2026.
Adjustments to LLCs to preserve the rights of partners
At limited liability companies, when automatic currency conversion leads to discrepancies between the new amount of capital and the partners' shares, the law allows for correction of the partnership agreement up to 5 % of the capital entered in the Commercial Register, in order to preserve the proportional participation of the partners.
This flexibility is intended to avoid legal or administrative difficulties due to rounding or other technical differences that arise during the automatic conversion from levs to euros.
Prhymer
If the capital of one Ltd. by the end of 2025 is 5,000 BGN., distributed in 5 shares of 1,000 BGN each, after the official automatic currency conversion it will be reflected in The Commercial Register as 2,556.46 euros (at the fixed rate) 1 EUR = 1.95583 BGN.). In this case each of the five shares of 1,000 leva would correspond to approximately 511.29 euros, so that the proportions between the partners remain the same after currency conversion.
Automatic rounding and allocation leads to small technical differences between the shares and the registered capital value. In this case, the company may use the legal option to amend the partnership agreement up to the permissible 5 % amount., to synchronize internal corporate documents with the actual values of the capital in the register.
Assistance from RTIK
The Ruse Chamber of Commerce and Industry provides support to its members and partners in the process of adaptation to the new requirements related to the introduction of the euro and the official currency conversion of capital.
The Chamber can provide assistance through referral to qualified legal consultants, to assist enterprises in preparing, updating and formatting corporate documents in accordance with current legislation and good business practices.
