What the Registry Agency does automatically
Following the introduction of the euro on 1 January 2026, the Registry Agency automatically converts the registered capital of all companies at the official fixed rate of 1 EUR = 1.95583 BGN. This means the company's entry in the Commercial Register already shows the capital in euro, without the company having to file an application for the conversion itself.
The automatic conversion only affects the Commercial Register entry. It does not automatically change the wording of the articles of association, the memorandum of association or the bylaws - these documents remain stated in leva until the company amends them.
What the company needs to do
By the end of 2026, companies must adopt amendments to their founding documents so that they reflect the capital and shares in euro, and file the amendments with the Commercial Register where registration is required. In practice this includes:
- a shareholders'/general meeting resolution or minutes approving the conversion of the capital to euro;
- updated articles of association (OOD), memorandum of association (EOOD) or bylaws (AD) reflecting the new denomination;
- an application to register the amendments with the Commercial Register, where the documents are subject to registration.
Rounding and shares
The rate of 1 EUR = 1.95583 BGN rarely produces a round figure when the capital is converted, so many companies use the amendment of their documents as an opportunity to round the nominal capital and/or each shareholder's share to a more convenient amount - provided all shareholders agree and the change does not distort the proportions of their shares.
How a lawyer helps
A lawyer drafts the shareholders'/general meeting resolution or minutes, the updated articles of association, memorandum of association or bylaws, and prepares the filing with the Commercial Register. The state fee payable to the Commercial Register is separate and is paid directly by the company.