On 16 July 2026, a group of Members of Parliament submitted to the National Assembly a bill amending the Euro Adoption in the Republic of Bulgaria Act (the “EAA”). The proposed amendments provide two practical forms of relief for capital companies: (i) a longer period in which to bring their corporate documents into compliance with the EAA; and (ii) the removal of the requirement to submit the updated documents with the first application filed with the Commercial Register after 1 January 2026.

Under the currently applicable rules, companies must, within 12 months from the date of adoption of the euro, update their Articles of Association, as well as their other internal documents, so that they reflect the converted amount of their capital and the nominal value of their shares or ownership interests in euros.

The bill proposes extending this period from 12 to 36 months. Companies would therefore have three years from the date of adoption of the euro to approve the necessary amendments and bring their documents into compliance with the EAA.

It is important to distinguish between the conversion of the registered capital and the updating of corporate documents. The Registry Agency has already converted ex officio the companies’ capital registered in the Commercial Register. The companies themselves must, however, reflect the new amounts in their Articles of Association and other internal documents.

The second significant form of relief concerns the point at which the updated Articles of Association must be submitted to the Commercial Register. At present, this must be done together with the first subsequent application for the registration of circumstances or the publication of documents, regardless of the specific subject matter of that particular application. In practice, this means that even an application concerning a relatively minor change, such as a change in the company’s scope of business, triggers the obligation to submit updated Articles of Association.

It is proposed that this automatic requirement be removed. The updated Articles of Association would be submitted to the Commercial Register only where its submission is required by law. This would be necessary, for instance, when applying for the registration of a change that also requires the corresponding amendment of the company’s Bylaws, such as a change to its registered seat and management address.

This would also address concerns expressed by business representatives that companies may be unable to publish their annual financial statements unless they simultaneously submit Articles of Association updated in accordance with the EAA.

According to the explanatory notes to the bill, the Registry Agency has converted ex officio the capital of nearly 1,000,000 companies. As of 30 June 2026, only around 90,000 of them, or approximately 10%, had fulfilled their obligations relating to the conversion. This means that the amendments could affect more than 846,000 companies that have not yet submitted updated corporate documents.

The proposals are intended both to reduce the administrative burden on businesses and to prevent additional pressure on the Registry Agency, which could result in further delays in the processing of applications filed with the Commercial Register.

The bill is yet to be debated and voted on by the National Assembly. Until its final adoption, businesses should bear in mind that the current 12-month period and the existing requirements for the submission of updated documents formally remain applicable.

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.