Commercial companies are granted more time to reflect their capital in euros in their articles of association, bylaws, and other incorporation documents. With the latest amendments to the Law on the Introduction of the Euro in the Republic of Bulgaria, the deadline is extended from 12 to 36 months – until December 31, 2028.

This is an important relief for businesses, as the updating of internal documents no longer needs to be done at the first subsequent application to the Commercial Register.

What has already been re-denominated automatically?

At the very beginning of the euro adoption process, the Registry Agency performed an ex officio automatic re-denomination of the capital on the accounts of over 930,000 companies – OOD (LTD), EOOD (Single-Member LTD), AD (JSC), EAD (Single-Member JSC), and KDA (Partnership Limited by Shares).

This means that the value of the capital you see in the Commercial Register is already stated in euros at the official exchange rate.

However, it is important to make a distinction: the automatic change in the register does not alter the content of the articles of association, bylaws, or the act of incorporation. If the capital is still stated in leva within them, these documents must be updated separately.

What was the rule until now?

Initially, the law provided for companies to align their internal acts with the euro within one year.

Furthermore, an updated articles of association or bylaws had to be presented as early as the first subsequent application for registration, deletion, or promulgation in the Commercial Register.

In practice, this created a significant burden. For many companies, the first subsequent proceeding was related to the publication of the annual financial statement around September 30, 2026. Thus, a large number of applications began to include updated corporate documents as well, which led to delays in the work of the Commercial Register.

Not only the applications related to the re-denomination were delayed, but also proceedings that have a direct impact on the ongoing operations of the companies – for example, changes in ownership and management or the announcement of invitations for general meetings.

What is changing now?

Under the new rules, the deadline for updating articles of association, bylaws, and acts of incorporation is extended until the end of 2028.

The obligation to present the updated document at the first subsequent registry proceeding is also repealed.

In practice, the company must submit its updated document in two main cases:

when it independently applies for an amendment to the articles of association, bylaws, or act of incorporation on other grounds;
at the latest by the expiration of the final deadline – December 31, 2028.

This means that the publication of an annual financial statement or other ongoing changes to the company's file no longer depend on whether the capital has been re-denominated in the corporate document itself.

Do the rules for the re-denomination itself change?

No. The rules under which the capital and corporate shares are re-denominated remain the same.

The option to adjust the capital amount during re-denomination within the limits of up to 5% of the registered capital under the procedure for amending the articles of association, without applying the procedures for capital increase or decrease, is also retained.

If a difference arises as a result of rounding, it is not considered a new monetary contribution and does not require the submission of a bank certificate.

What does this mean in practice for businesses?

The most important change is that companies are no longer pressured to update their documents at the first subsequent action before the Commercial Register.

They can plan the change at a more convenient time within the extended term. Ongoing registrations and the publication of annual financial statements can proceed regardless of whether the articles of association or bylaws have already been updated.

However, the deferral does not waive the obligation. By the end of 2028, the corporate documents must still be brought into compliance with the official currency.

Do not leave the change for the last minute

The new deadline gives businesses more time and significantly facilitates the ongoing work with the Commercial Register. However, this is a deferral, not a waiver of the obligation.

It is advisable for companies to plan the update of their documents in advance, instead of having all changes concentrated once again immediately prior to the expiration of the deadline.

The team at KGK Law Firm has been monitoring the capital re-denomination practice since the beginning of the euro adoption process and has significant experience with various types of commercial companies, including resolving issues and rejections in registry proceedings.

If your company has not yet updated its act of incorporation, articles of association, or bylaws, we can assist you with the preparation and submission of the necessary documents – please contact us.