The deadline for updating companies’ constitutional documents (i.e. Articles of Association/ Company Agreement) to reflect the conversion of their share capital into euro has officially been extended by two years. The new deadline is 31 December 2028.
The amendment came into force following the publication of the amendments to the Law on the Introduction of the Euro in the Republic of Bulgaria in State Gazette issue No. 82 Dated 8 September 2026.
In addition to extending the deadline the alterations introduce two measures designed to a) reduce the administrative burden on businesses and b) reduce the workload and lessen the pressure on the Commercial Register.
What has changed for Companies?
• Previously companies were required to file their updated documents—such as their Articles of Association or Company Agreement as applicable—reflecting the capital in Euros together with their next application to the Commercial Register. This requirement no longer applies.
Companies can now file corporate changes, such as a change of manager or registered office or file their annual financial statements without first—or simultaneously—updating their constitutional documents to reflect the capital in Euros.
• The obligation to update the documents arises only in certain circumstances. An entity will be required to file an updated document reflecting the capital in Euros when it decides to amend its document for another reason unrelated to the conversion itself.
Otherwise the update must be completed by the end of the general deadline, i.e. 31 December 2028.
Rounding and Possible Deviations
Following the revaluation, discrepancies in amounts may arise.
For instance, a capital of 5,000 BGN will convert to 2,556.46 EUR. Such variations may lead to challenges in maintaining exact share proportions, particularly in companies with multiple shareholders.
According to the law, if the rounding results in a deviation of up to ±5%, companies are permitted to adjust preserve the original shareholding proportions among the partners.
It is important to emphasize that the revaluation to euros does not affect ownership proportions. Each partner or shareholder retains their ownership rights, even though the nominal value of the shares is expressed in euros.
This is explicitly regulated to ensure legal stability and to protect the interests of all capital participants.
However, if rounding during the conversion results in uneven distribution, companies may voluntarily make internal redistributive adjustments, but only with the consent of all partners or shareholders.
The filing of the updated document reflecting the capital in Euros remains completely free of charge with no state fee payable to the Commercial Register.
Eurofast’s Take
The extension to 31 December 2028 gives Bulgarian companies significantly more time to update their constitutional documents and reduces the immediate administrative burden associated with the euro conversion. However, companies should not treat the extended deadline as meaning that no action is required until 2028.
Where constitutional documents are amended for another corporate reason, the euro-related update may need to be addressed earlier. Businesses should therefore incorporate the conversion requirements into their wider corporate governance and filing processes.
Eurofast supports companies in reviewing and updating corporate documentation and navigating the related Commercial Register requirements.
For more information or personalized assistance, contact us at [email protected] or [email protected].