What Commercial Companies Need to Know About the Transition to the Euro

On January 1st, 2026, Bulgaria officially adopted the euro as its currency, marking a new stage in the country's economic development. As of today, the process of technical and legal transformation of businesses, regulated by the Introduction of the Euro in the Republic of Bulgaria Act (IERBA), is already in progress. One of the most significant changes that has already taken place concerns the Commercial Register and the way in which the capital of commercial companies is reflected.

The Legal Framework and the Automatic Nature of the Process

A key pillar of the new law is the principle of continuity and automatic conversion. The state seeks to minimize the administrative burden on traders, which is why the Registry Agency will automatically recalculate the registered capital in EUR. This process has been in effect since January 1, 2026, at the official exchange rate of 1,95583without requiring managers to submit applications or pay fees.

Despite the automatic nature of the entry, the conversion involves specific mathematical calculations. According to the law, each BGN value is divided by the full six-digit exchange rate, namely 1.95583, and the result is rounded to the second decimal place, applying the following mathematical rule:

• • When the third digit after the decimal point is less than five (0, 1, 2, 3, 4), the second digit after the decimal point remains unchanged;
  • When the third digit after the decimal point is equal to or greater than five (5, 6, 7, 8, 9), the second digit after the decimal point is increased by one.

Deadlines and Obligations for Compliance

 While the currency conversion in the Commercial Register is an automated process, it is crucial to emphasize that the internal corporate documents of companies are not updated automatically by law operations. Pursuant to the provisions of Article 32 of the IERBAevery commercial company is obliged to submit updated copies of its Articles of Association or Statute upon the first subsequent application for registration, deletion, or announcement in the Commercial Register after January 1st, 2026. If no such filings occur, companies must comply within a 12-month transitional period (by December 31st, 2026), during which they are obliged to align their constituent documents with the new currency and submit the updated copies for publication.

The legislator has established specific requirements that vary according to the legal form of the entity. The Joint-Stock Companies (JSC) and Limited Partnerships with Shares (LPS) are obliged to submit for announcement a copy of the Statute, which must be duly certified by the company's legal representatives and clearly reflect both the converted capital amount and the nominal value of the stocks. Similarly, for Limited Liability Companies (LLC), the legal obligation entails the announcement of an updated Articles of Association or Statute, which must detail not only the newly converted total capital but also the specific size and value of the individual shares held by each shareholder.

Challenges in Capital Conversion

 Although the procedure may appear clearly described in the law, for many companies, it will result in discrepancies following the conversion.

In Joint-Stock Companies (JSC), when the nominal value of stocks is recalculated and rounded, the total aggregate capital in EUR may deviate from its original BGN equivalent. The law provides that such differences are to be accounted for as retained earnings or accumulated losses from previous years.

In Limited Liability Companies (LLC), there is a risk of a minor disruption in the shareholding ratios due to mathematical rounding. To address this, the IERBA introduces a simplified procedure allowing shareholders to change their capital within a margin of +/- 5% without following the cumbersome procedures otherwise required by to the Commercial Act.This provides companies with the opportunity to "clean up" their capital values to whole numbers or amounts in Euro that are more convenient for management.

NB! No state fee is payable for the technical announcement of the updated founding act.

Conversion in Practice (Equal Shares Example)

Consider a standard case of an LLC with a capital of BGN 5,000, divided equally among five shareholders (each holding a share of BGN 1,000 or a 20% stake).

• • How does the Commercial Register system operate? It automatically divides the total capital by the fixed exchange rate and rounds the result:

o BGN 5,000 / 1.95583 = 2,556.459... → EUR 2,556.46 registered capital.

• • How are your individual shares determined? The converted total capital (EUR 2,556.46) is divided among the five shareholders:

o 2,556.46 / 5 = 511.292... → rounded to EUR 511.29 per share.

• • Where does the discrepancy occur? If we sum the shares of the five shareholders (5 x EUR 511.29), the total is EUR 2,556.45. Here, we see a difference of exactly EUR 0.01 compared to the officially registered capital of EUR 2,556.46.

Despite this EUR 0.01 discrepancy, the ratio between the shareholders remains unchanged (each still holds exactly 20%). In this scenario, the law does not require you to intentionally change the capital. It is sufficient to simply describe these values in the new Articles of Association.

New Standards in the Commercial Act      

In parallel with the conversion, amendments to to the Commercial Acthave come into force, establishing new minimum thresholds for the incorporation of companies. The capital of a LLC can no longer be less than EUR 1, with a minimum share value of EUR 0.01, while the minimum threshold for Joint-Stock Companies (JSC) is fixed at EUR 25,000. These changes are a logical continuation of European requirements and aim to synchronize domestic legislation with Eurozone practices.

How can we help you?

The transition to the Euro is much more than a simple currency swap. It demands precision in asset recalculation and legal accuracy in updating corporate documentation.

In order to be as helpful as possible to its customers in connection with the upcoming changes, the KGK team is already thoroughly acquainted with and actively working on all aspects of commercial activity affected by the adoption of the Euro. For more information or legal assistance, please contact us.