In view of the introduction of the euro as the official currency of the Republic of Bulgaria as of 1 January 2026, the share capital of commercial companies is subject to conversion into euro.

A key element of the statutory framework is the automatic conversion of the circumstances recorded in the Commercial Register. Pursuant to Article 33(1) of the Act, on the date of introduction of the euro the registered amount of the share capital of limited liability companies, joint-stock companies, and partnerships limited by shares, as well as the nominal value of shares in joint-stock companies and partnerships limited by shares, shall be replaced by amounts expressed in euro and euro cents. This conversion is carried out ex officio by the Registry Agency, without the participation of the traders and without payment of state fees.

The method of conversion is strictly defined. The nominal value of a share is determined by dividing its nominal value in Bulgarian levs by the full numerical value of the official exchange rate, with the resulting amount rounded in accordance with the prescribed rounding rules. The share capital of joint-stock companies and partnerships limited by shares expressed in euro is formed as the product of the converted nominal value and the number of shares. In the case of limited liability companies, the conversion is performed by dividing the registered amount of the capital in levs by the full numerical value of the official exchange rate, with the resulting amount rounded accordingly.

It is essential to emphasize that the automatic conversion affects only the data recorded in the Commercial Register and does not result in an automatic amendment of the constitutive and internal acts of the companies. The articles of association, statutes, instruments of incorporation, as well as other internal documents, retain the amounts expressed in levs until they are subsequently amended. In this regard, the law expressly establishes an obligation for commercial companies, within a twelve-month period from the date of introduction of the euro, to adopt the relevant amendments to their articles of association, statutes, and instruments of incorporation, and to bring their remaining internal documents into compliance with the requirements of the new currency regime. Copies of the statute and the articles of association for publication are submitted simultaneously with the filing of the first subsequent application for registration, deletion, or publication in the Commercial Register.

A specific regulation is provided with a view to the protection of members’ rights in limited liability companies. In cases where the conversion of quotas requires an adjustment in order to preserve their proportion, the law allows an amendment of the converted capital up to an amount not exceeding five per cent of the registered capital. This amendment is carried out in accordance with the procedure for amending the articles of association, with the application of the rules of the Commercial Act on capital increase and decrease being expressly excluded.