Bulgaria – Euro Currency Transition and Corporate Capital Update

Bulgaria officially adopted the euro (EUR) on the 1^st of January 2026, replacing the Bulgarian lev (BGN) at a fixed exchange rate of EUR 1 = BGN 1.95583. While the Bulgarian Trade Register will automatically convert registered company capital amounts into EUR, companies remain legally required to update their constitutional documents to reflect the new currency.

Failure to complete the required updates by the prescribed deadline may result in complications when processing future registrations or corporate transactions.

Regulatory Background

The Euro Adoption Act governs the conversion of BGN-denominated values into EUR, including those reflected in company founding and constitutional documents.

Although the Trade Register performs an automatic conversion of registered capital figures, this does not replace the legal obligation to amend corporate documents so that share capital is formally stated in EUR.

Throughout the conversion process:

• Shareholder rights and equity participation must remain unchanged
• Corporate capital structures must accurately reflect the converted EUR values

Companies should also be mindful of the revised statutory minimum capital thresholds:

• Limited liability companies: EUR 1
• Joint–stock companies: EUR 25,000

Where necessary, companies may need to restructure their share capital accordingly.

Applicability and Scope

The currency transition requirements apply to:

• All companies incorporated in Bulgaria, including joint‑stock companies (including EAD structures)

Compliance Deadline

Companies must update their constitutional documents to reflect EUR-denominated capital by the 31^st of December 2026.

While updates may be completed at any point during 2026, delayed action is not recommended. In practice, authorities may request amended documentation as a prerequisite for registering other corporate changes during the year.

Required Actions

Companies are required to:

• Amend their Articles of Association (or equivalent founding documents) to reflect capital in EUR
• Update any internal rules, procedures, or corporate documents that reference capital amounts in BGN
• Submit the amended documents to the Bulgarian Trade Register

Where other corporate changes are planned, the amended Articles must be submitted simultaneously with the first related registration application.

Risks of Non-Compliance

Failure to update corporate documentation may:

• Delay the registration of future corporate changes
• Prevent authorities from processing new filings until compliant documentation is submitted

While monetary penalties are not expressly prescribed, non-compliance may create material administrative and transactional obstacles.

How Mercator® by Citco (Mercator) Can Help

Mercator can assist with:

• Reviewing corporate documentation affected by the euro transition
• Advising on required amendments and capital conversion implications
• Preparing and submitting amended constitutional documents to the Trade Register

For assistance, please contact mercator@citco.com.