Dimitrov, Petrov&Co law firm: Conversion of share capital in connection with the introduction of the euro
The official introduction of the euro as the currency of the Republic of Bulgaria has a number of legal consequences for commercial companies, one of which is related to the conversion of company capital from levs to euros
Pursuant to the Introduction of the Euro in the Republic of Bulgaria Act (IERBA), the amount of the capital of companies entered in the Commercial Register (TR) is automatically converted by the Registry Agency. The conversion is carried out ex officio on the basis of the official fixed exchange rate between the lev and the euro and in compliance with the rounding rules provided for in the law. No application or action on the part of the companies is required for this automatic conversion.
Along with the automatic reflection of capital in euros in the TR, the legislator also introduces additional obligations for companies during the transition period after the introduction of the euro. Despite the automatic conversion, companies must bring all their internal acts and documents into line within the next 12 months to reflect the change in currency with a view to the introduction of the euro. This includes articles of association (or the statutes for joint-stock companies) and all other internal documents that specify the amount of capital or the nominal value of shares or other values in BGN (e.g., salaries, bonuses, etc.). The above does not apply to shares or temporary certificates issued before January 1, 2026 by joint-stock companies and limited partnerships with shares. Apart from corporate documents, it is recommended that companies review any other internal rules and policies containing values in BGN.
In practice, this means that when submitting the first subsequent application for registration or announcement in the Commercial Register, a company should also submit an updated version of its articles of association/statutes. In this document, the capital and the nominal value of the shares must be expressed in euros, with the conversion carried out in accordance with the requirements of the IERBA.
Although the revaluation of capital is rather technical in nature, the timely updating of internal corporate documents is essential in order to comply with legal requirements and avoid future inconsistencies in registration procedures or corporate transactions.
In conclusion, companies should use the 12-month transition period after January 1, 2026, to review and update their corporate documentation. Timely preparation for this process will contribute to a smooth transition to the new currency and ensure legal certainty in the company's activities.
More details you can read on the law firm website:
https://www.dpc.bg/insights/conversion-of-share-capital-in-connection-with-the-introduction-of-the-euro
