In Issue No. 281 of 31 July 2026, we examined the draft bill amending the Law on the Introduction of the Euro in the Republic of Bulgaria. On 2 September 2026, the National Assembly adopted the amendments, which came into force following their publication in the State Gazette on 8 September 2026.

The main change is that the deadline by which companies must submit their Incorporation Acts or Articles of Association, showing their capital in euro, to the Commercial Register and the Register of Non-Profit Legal Entities (“Commercial Register”) has been extended from 12 to 36 months, i.e. until 31 December 2028. Hereinafter, we refer to these documents collectively as ‘constitutive acts’.

The measure aims to reduce the number of applications to the Commercial Register and to facilitate their processing, given the significant delays in the register’s operations observed in recent months.

Prior to the amendment, companies were required to publish their constitutive acts showing their capital in euro by 31 December 2026. An additional burden was created by the requirement to submit the updated constitutive acts with the first subsequent application to the Commercial Register for the registration of any changes to their legal status, whatever those changes might be. Thus, in practice, the statutory deadline was often shortened, as at the very least the submission of the annual financial statements, for which the deadline is 30 September 2026, necessitated the prior updating and publication of the constitutive acts by that date.

The amendment removes this requirement. The mere submission of an application to the Commercial Register no longer obliges the company to submit their constitutive act showing the capital in euro. This makes the ‘new’ deadline genuinely applicable and not subject to inevitable shortening.

An exception to the above rule is provided for only if, prior to 31 December 2028, the company adopts another amendment which, by law, requires the submission of an amended constitutive act. In this case, the revalued capital must also be reflected in the constitutive act.

For example, if a resolution is passed to change the registered address of a joint-stock company, this naturally requires the new address to be reflected in the Articles of Association. In such a scenario, the company will be required to submit an updated Articles of |Association containing both (i) the new registered address and (ii) the capital revalued in euros, even if the change was submitted before 31 December 2028.

The approved amendments will streamline both business operations and the work of officials at the Commercial Register. It is expected that the reduction in the administrative burden will also speed up the processing of applications, which in turn will stabilise the register’s operations. 

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.