As January 1, 2026, the date when the euro will become the official currency in Bulgaria, approaches, more and more companies are looking for clear and reliable answers about the consequences of this change. The transition to the single European currency is not just a financial transformation – it also requires adaptation in legal, accounting and registration procedures that affect almost every company in the country.
In this article, we will look at what the law provides, what changes companies can expect in terms of registered capital, and what is advisable to take as early as 2025 to be fully prepared.
Bulgaria’s entry into the eurozone – legal framework and basic principles
On 1 January 2026, Bulgaria will officially adopt the euro as its national currency, replacing the Bulgarian lev. The transition will be carried out at the fixed exchange rate of 1 euro = 1.95583 leva, which the country has maintained since the introduction of the currency board. The Euro Adoption Act regulates in detail how all values expressed in leva will be converted into euros, including those in the statutes and founding acts of commercial companies.
The period from 1 to 31 January 2026 will be a period of dual circulation, in which both leva and euro will be used in parallel. After that, the sole legal tender will be the euro.
Currency conversion of registered capital in the Commercial Register
One of the most frequently asked questions by company owners and managers is: “Do we need to change the capital entered in the Commercial Register and how does this happen?”
Automatic currency conversion
The currency conversion will be performed automatically. The registered capital of each company, regardless of its legal form – whether OOD, EOOD (LTD), AD, EAD (JSC) or KDA – will be automatically converted into euros based on the fixed exchange rate. This means that the Registry Agency will update the register without the need for companies to submit applications, requests or additional documents for the currency conversion itself.
Rounding and precision
It is possible that after currency conversion, discrepancies in the exact amounts may arise due to rounding. For example, capital of 5,000 BGN will be converted into 2,556.46 EUR. This may lead to rounding of shares, especially in companies with more partners. The law provides that when rounding shares up to ±5%, companies have the right to correct in order to preserve the participation ratios of the partners.
Need to update constituent documents
Although the currency conversion is carried out ex officio, the law obliges companies to submit updated articles of association or partnership agreement, reflecting the capital in euros, within 12 months of the date of the introduction of the euro (i.e. by 31 December 2026).
This step is free of charge – no state fee is due – but is mandatory in order for the publicly registered information to reflect the real state of the company. Failure to submit on time does not automatically lead to a penalty, but may make future registrations or transactions more difficult.
What actions to take in 2025
Although most of the process of switching to the euro is settled ex officio, commercial companies should proactively prepare, especially those with a more complex structure. Here are some recommended steps:
- Review the statutes/contracts – if they contain explicit texts regarding the currency, minimum shares, nominal value, etc., they may need to be revised.
- Plan the General Meeting – if adjustments to shares or a change in capital (even symbolic) are needed, this will have to be voted on.
- Update contracts and internal rules – for example, for salaries, rents, deliveries that are fixed in leva.
- Monitor the Commercial Register – in early 2026, check how the new capital is entered and whether there are any technical inaccuracies.
The Euro and Shareholders – Protection of Rights and Interests
It is important to emphasize that currency conversion does not lead to a change in shareholding. Each partner or shareholder retains his or her right of ownership, even though the nominal value of the shares will now be in euros. This is expressly regulated in order to guarantee legal stability and protect the interests of the capital participants.
However, if rounding results in an uneven distribution, companies may voluntarily make an internal redistribution adjustment, but only with the consent of all partners.
Summary: What companies need to remember
- The capital will be automatically converted on January 1, 2026.
- An updated charter/partnership agreement must be submitted by the end of 2026.
- No fees are due for registering the new capital.
- If a share adjustment is needed – up to ±5% possible with a partners’ protocol.
- The rights of partners and shareholders remain reserved.
Conclusion
The introduction of the euro in Bulgaria in 2026 is a historic step, but also a technical challenge for business. For commercial companies, this means time for planning, document review and minimal but important adaptation actions. Although the process is simplified from an administrative point of view, legal precision remains paramount, especially in capital matters.
If you need assistance in reviewing the statutes, drafting new documents or consulting on shares and capital, do not hesitate to contact us.