Currency Conversion Of Share Capital

Pursuant to the Introduction of the Euro in the Republic of Bulgaria Act (the “Euro Introduction Act”), as of 1 January 2026, the registered share capital of commercial companies is subject to ex officio conversion from Bulgarian leva to euros carried out by the Registry Agency. Furthermore, commercial companies are required to adopt amendments to their constitutive acts and submit the amended acts for publication at the Commercial Register.

Below is a summary of the requirements of the Euro Introduction Act and the obligations of the companies in this regard:

Pursuant to the Euro Introduction Act, on the date of introduction of the euro in the Republic of Bulgaria – 1 January 2026, the amount of the share capital registered at the Commercial Register shall be automatically, ex officio converted by the Registry Agency from Bulgarian leva into euros at the official exchange rate (EUR 1 = BGN 1.95583) where the converted amount shall be rounded to the second decimal place in accordance with the rules set forth by law.

With respect to joint-stock companies (AD/EAD) and partnerships limited by shares (KDA), the nominal value of each share shall be converted from Bulgarian leva into euros by way of dividing the nominal value of the share in Bulgarian leva by the full numerical value of the official exchange rate, with the resulting amount rounded as described above. Accordingly, the converted share capital of AD and KDA in euros shall be calculated by multiplying the nominal value of one share, as determined in euros, by the total number of shares.

With respect to limited liability companies (OOD/EOOD), the share capital shall be converted from Bulgarian leva into euros by way of dividing the registered amount of the capital in Bulgarian leva by the full numerical value of the official exchange rate, with the resulting amount rounded as described above. The shareholding of each shareholder in the capital shall be calculated by allocating the converted capital among the shareholders in proportion to their participation in the capital prior to the currency conversion.

The amount of the converted capital may not be a whole number, i.e. it may remain in euros and euro cents following the automatic conversion subject to the rounding rule. The same applies to the nominal value of the shares which may not be less than one euro cent per share.

On 1 January 2026, the Registry Agency commenced the automatic conversion of the share capital of companies in stages. According to data from the Agency, the conversion process is expected to be completed by February 2026, due to the large number of companies involved.

Capital commercial companies are required to adopt amendments to their constitutive acts to reflect the converted amount of the share capital and the converted nominal value of the shares.

Joint-stock companies (AD/EAD) and partnerships limited by shares (KDA) must submit for publication at the Commercial Register a certified copy of their Articles of Association, signed by their legal representative(s), indicating the amount of share capital and the nominal value of shares as converted in accordance with the rules of the Euro Introduction Act.

Limited liability companies (OOD/EOOD) must submit for publication at the Commercial Register a certified copy of the Articles of Association/Incorporation Deed, signed by their legal representative(s), reflecting the converted amount of share capital and the converted value of the shares held by each shareholder.

In the case of OOD/EOOD, where, in order to preserve shareholders’ rights upon the conversion of their shares, an amendment to the share capital is required – i.e. an increase or decrease of the capital, such amendment may be up to 5% of the registered capital and must be carried out in accordance with the procedure for amending the Articles of Association/Incorporation Deed. In such cases, the provisions of the Commercial Act regarding the increase and decrease of share capital shall not apply.

For example, in cases where, due to rounding, there is a discrepancy between the converted amount of the share capital of OOD/EOOD and the amount resulting from multiplying the converted value of each individual share by the number of shares, the shareholders may amend the company’s share capital by increasing or decreasing it by up to 5% of the registered capital, without applying the requirements of the Commercial Act for capital increase or decrease, but solely in accordance with the procedure for amending the Articles of Association/Incorporation Deed. In such cases, the company may change its share capital and/or the structure of the capital (the number and/or nominal value of the shares).

Companies wishing to increase or decrease their share capital by more than 5% of the registered capital may do so in accordance with the general procedures for capital increase or decrease under the Commercial Act.

Companies are required to adopt amendments to their constitutive acts within 12 months from the date of introduction of the euro in the Republic of Bulgaria.

However, copies of the amended constitutive acts must be submitted for publication simultaneously with the filing of the company’s first subsequent application for registration, deregistration, or publication at the Commercial Register.

Consequently, if a company wishes to register a change and/or publish an act at the Commercial Register, regardless of whether such changes affect its constitutive act, the relevant application for registration or publication must be accompanied by a copy of the amended constitutive act and, if applicable, a resolution of the competent body approving the change.

KPMG team remains at your disposal should you have any questions or require assistance with the preparation of the necessary documents relating to the conversion of the capital and shares of commercial companies, as well as their submission to the Commercial Register.

We recommend that all required actions be undertaken in a timely manner and not postponed until the final statutory deadline.