Euro and Corporate Documents in Bulgaria: Capital and Constitutional Documents

The Bulgarian Registry Agency has completed the official and free conversion of registered capital for OOD/EOOD, AD/EAD and KDA companies and, where applicable, the registered nominal value of shares. This registry conversion does not itself amend the wording of the company's constitutional documents.  

In September 2026, the statutory period for updating corporate documents was extended from 12 to 36 months. The practical deadline is 31 December 2028.  

For a Bulgarian limited liability company, the registered capital in Bulgarian lev is converted by dividing it by the full official conversion rate of 1.95583 and rounding the result to two decimal places in accordance with the statutory rounding rule.  

For joint-stock companies and partnerships limited by shares, the nominal value of each share is converted first. The capital in euro is then calculated by multiplying the converted and rounded nominal value by the number of shares. Any difference compared with a direct conversion of the total capital is recognised within equity as retained earnings or accumulated losses from previous years.  

The conversion must preserve the rights of members and shareholders and their relative interests in the company. 

For an OOD or EOOD, the total registered capital is converted first. Each member's interest is then determined by allocating the converted capital in proportion to the member's participation before conversion.  

Since 1 January 2026, the statutory minimum capital of a Bulgarian limited liability company is EUR 1 and the minimum value of an individual company interest is one euro cent.  

Where rounding makes an adjustment necessary to preserve the members' rights, Article 32(5) permits the converted capital to be changed by up to 5% of the registered capital. The amendment is adopted under the procedure for amending the company's articles, while the ordinary Commerce Act procedures for increasing or reducing capital do not apply.  

The 5% adjustment is therefore not automatic and should be used only where required to preserve the members' rights following conversion. 

For an AD or KDA, the nominal value of each share in Bulgarian lev is divided by 1.95583 and rounded to two decimal places. The converted nominal value is then multiplied by the number of shares to determine the capital in euro.  

Under the Commerce Act, share capital and share values are now stated in euro and euro cents. The minimum capital of a joint-stock company is EUR 25,000 and the minimum nominal value of one share is one euro cent.  

The conversion alone does not alter the number of shares or the shareholders' proportional interests. 

Companies have 36 months from the introduction of the euro to update their relevant constitutional and internal documents. Following the amendment to Article 32(1), published in State Gazette No. 82 of 8 September 2026, the deadline extends to 31 December 2028.  

An OOD or EOOD should reflect the converted capital and company interests in its articles of association or deed of incorporation. An AD or KDA should reflect the converted capital and nominal value of its shares in its statutes. 

The amendments must be adopted by the competent corporate body and incorporated into a complete current version of the relevant constitutional document. 

Since 8 September 2026, Article 32(4) expressly provides that the updated constitutional document is filed together with the next application for registration, deletion or publication only where the law requires that document to accompany the particular application.  

Not every filing with the Commercial Register therefore triggers an immediate obligation to submit updated articles or statutes. The Registry Agency identifies changes to the company name, registered office and address, membership of an OOD and increases or reductions of capital as examples of changes that may affect the mandatory content of the constitutional document.  

No state fee is charged for publication of the updated document relating to the euro conversion. 

The routine filing of an annual financial statement does not require simultaneous submission of updated articles of association, a deed of incorporation or statutes. The Registry Agency has expressly confirmed that annual financial statements may be filed independently of the corporate document update relating to the conversion of capital.  

The same principle applies to filings concerning matters such as procuration, branches, pledges, attachments, liquidation or beneficial ownership where the relevant constitutional document is not legally required to accompany the application.  

Since the introduction of the euro, current accounting records are maintained in euro and annual financial statements are prepared in thousands of euro. Comparative information for the preceding reporting period is recalculated in the same currency.  

The Bulgarian Commerce Act does not require every company to display its capital amount in its commercial correspondence or on its website. Article 13 requires the trader to state its company name, registered office and management address, Unified Identification Code and bank account. Where a company chooses to state its capital, it must also state the amount that has been paid in.  

Where capital is stated after the introduction of the euro, the amount should correspond to the current registered amount in euro. Websites, letterheads and other commercial correspondence containing capital information should therefore be reviewed for consistency with the Commercial Register. 

Article 284(4) of the Commerce Act provides a sanction for failure to state information required under Article 13. It should not, however, be presented as a penalty merely for failing to display the capital amount because Article 13 does not independently require a company to state its capital.  

As of 23 September 2026, the 36-month compliance period under Article 32(1) has not expired. A company is therefore not automatically in breach merely because its constitutional documents have not yet been updated. 

The Act contains a general administrative sanction regime for infringements for which no specific penalty is prescribed. For legal entities and sole traders, the general statutory pecuniary sanction is BGN 150 to BGN 1,500 and BGN 300 to BGN 3,000 for a repeated infringement. Following euro adoption, statutory amounts still expressed in Bulgarian lev are applied through the conversion rules established by the Act.  

Separate supervisory and sanctioning rules may apply to regulated entities depending on the particular obligation involved. The Bulgarian Financial Supervision Commission is not the general supervisory authority for all commercial companies and exercises powers only in relation to entities and obligations falling within its statutory remit.  

The process should begin by checking the capital amount already recorded in euro in the Commercial Register. An OOD should then calculate the members' interests while preserving their proportional participation and determine whether an adjustment under Article 32(5) is necessary. An AD or KDA should verify the converted nominal value of the shares, the number of shares and the resulting total capital. 

The competent corporate body should then adopt the required amendments and approve a complete current version of the articles of association, deed of incorporation or statutes. 

Although the statutory deadline extends to the end of 2028, earlier updating may be useful in practice. A discrepancy between the registered capital in euro and constitutional documents still containing Bulgarian lev amounts may become relevant in corporate transactions, bank reviews and subsequent Commercial Register proceedings.  

Vassilev & Chisuse Law Firm provides legal assistance with corporate adaptation to the euro, including analysis of converted capital structures, adjustments under Article 32(5), preparation of corporate resolutions, updating articles of association, deeds of incorporation and statutes, and representation before the Bulgarian Registry Agency.  

This material reflects the legal framework in force as of 23 September 2026, including the amendment to Article 32 published in State Gazette No. 82 of 8 September 2026. It is provided for general informational purposes only and does not constitute individual legal, tax or financial advice.