Undoubtedly, the introduction of the euro as legal tender in the Republic of Bulgaria as of 1 January 2026 will have a significant impact both economically and from a regulatory perspective. The Act on the Introduction of the Euro in the Republic of Bulgaria (the “Euro Act”), details of which were discussed in previous editions of our Legal Digest, introduces a number of important changes that are of key relevance to businesses.
In this regard, the Ministry of Justice is conducting an information campaign concerning the application of the Euro Act, addressed to the Registry Agency (the Commercial Register) and the business community (trade companies). As part of this initiative, the Ministry has published on its website guidelines containing specific examples regarding the conversion into euro of the registered capital and of the shares of companies registered in the Commercial Register of the Republic of Bulgaria.
Pursuant to the rules of the Euro Act, the currency conversion is carried out by dividing the amount in Bulgarian leva by the fixed exchange rate of 1.95583, with the result rounded to the second decimal place. Existing legal instruments that specify amounts in Bulgarian leva, including registered capital and shares in trade companies, will automatically be deemed to refer to amounts in euro upon application of the official exchange rate and the applicable rounding rules.
With respect to the registered capital of limited liability companies (“LLC”), joint-stock companies (“JSC”), and partnerships limited by shares (“PLS”), as well as the nominal value of shares in JSCs and PLSs, the Registry Agency will apply an automated conversion mechanism. As of 1 January 2026, all amounts in Bulgarian leva reflected in the company files will be automatically replaced with euro-denominated amounts in compliance with the rules of the Euro Act. These changes will be made ex officio, without the need to file applications with the Commercial Register and without payment of state fees.
Notwithstanding the above, each company will need to take the necessary steps to convert the stake participation of all shareholders and to amend its corporate documents in view of the adoption of the euro. For the convenience of businesses, and as also noted by the Ministry of Justice, amendments to the Commercial Act have been adopted in this regard. Under the new rules, the nominal value of shares is no longer required to be a whole number and may instead be expressed in multiples of EUR 0.01 (one euro cent). The minimum nominal value of one share is set at EUR 0.01, and the statutory minimum capital requirements have also been amended - not less than EUR 1 for an LLC and EUR 25,000 for a JSC.
As regards the conversion methodology, in the case of JSCs and PLSs, the nominal value of one share expressed in Bulgarian leva is divided by 1.95583 and rounded accordingly. The new amount of the share capital is determined by multiplying the euro-denominated value of one share by the total number of shares. Any differences resulting from the rounding are recorded as retained earnings or uncovered losses from previous years.
For LLCs, in turn, the converted share capital is calculated using the general method of division by 1.95583 and rounding. The value of each shareholder’s participation is determined proportionally, based on their participation prior to the conversion. In cases where the conversion affects the rights of shareholders, i.e. where it leads to a change in their percentage interest in the company, the law allows the share capital to be adjusted by up to 5% of the registered amount under simplified conditions. In such cases, the requirements of the Commercial Act regarding capital increase or decrease do not apply, and it is sufficient for the By-Laws to be amended in accordance with the statutory and contractual procedure.
Following the completion of the relevant recalculations, companies are required to bring their By-Laws and other constitutive documents into compliance with the requirements of the Euro Act and to file them for announcement with the Commercial Register simultaneously with the first subsequent application for registration, deletion, or publication, no later than 31 December 2026, without payment of a state fee. In practice, for many companies this first filing will be the submission of the annual financial statements for 2025, which must be filed for publication with the Commercial Register by 30 September.
The information campaign organized by the Ministry of Justice follows the legislator’s and the administration’s broader policy for the smooth and gradual introduction of the euro as legal tender. The unified conversion rules, the automated mechanisms for updating amounts registered with the Commercial Register, and the harmonization of share capital values are key factors in ensuring a predictable and stable transition to the new currency, while minimizing the administrative burden on businesses and citizens.
This article has been prepared for and is part of the Legal Digest issued by Penkov, Markov & Partners. The publications therein do not constitute legal advice and are not binding. Penkov, Markov & Partners reserves all rights to this material, and any distribution thereof is subject to the prior written consent of the law firm.
