The Euro and the Founding Documents

Alignment of the founding documents in connection with the introduction of the euro

With the introduction of the euro as the official currency of the Republic of Bulgaria from January 1, 2026, commercial companies will not only be required to convert their capital, but also have a clearly regulated legal process for bringing their constituent and internal corporate documents into line with the new currency framework.

This process is regulated in the Law on the Introduction of the Euro in the Republic of Bulgaria (ZVERB) and is of essential importance for the legality of the acts that are announced in the Commercial Register and the Register of Non-Profit Legal Entities (TRRYULNTS).

12-month compliance period

The law provides for a 12-month period , starting from the date of the introduction of the euro, within which all commercial companies must:

• to adopt amendments to their founding documents (partnership agreement or statutes);

• to bring their internal rules and documents into line with the requirements of the ZVERB.

The obligation covers both documents subject to entry or announcement in the Register of Legal Entities and Non-Profit Companies , as well as internal acts that are not entered but are important for the current activities of the company.

• Specific requirements according to the type of company

Joint Stock Companies (JSC) and Limited Partnerships with Shares (LPS)

The law requires that a copy of the statute be submitted for publication in the Register of Legal Entities , which reflects:

• the converted amount of capital;

• the nominal value of the shares, calculated according to the rules of ZVERB.

Limited Liability Companies (LLC/EOOD)

A similar obligation is foreseen for these companies - publishing a copy of the company agreement containing:

• the converted amount of capital;

• the converted nominal value of the company shares.

  
  

What happens officially and what remains the obligation of companies

In January 2026, the Registry Agency will perform an official currency conversion of the capital registered in the TRRYULNTS and the nominal values of the units and shares.

This official action does not exempt companies from the obligation:

• to adopt amendments to their founding acts;

• to announce the updated documents in the TRRULNTC no later than 31.12.2026.

The publication of these documents is carried out without payment of a state fee .

In cases where no other change to the company's account has been declared by the end of 2026, an obligation arises to independently announce the updated company agreement or articles of association.

Currency conversion and possibility of technical capital adjustment

The automatic currency conversion at the fixed rate of 1.95583 BGN per 1 euro does not always lead to a mathematical correspondence between:

• the sum of the shares;

• the amount of capital.

In view of this, the ZVERB provides for the possibility of changing the converted capital by increasing or decreasing it by up to 5% of the subscribed capital , when this is necessary to preserve the rights of the partners or shareholders.

This amendment:

• does not occur automatically ;

• requires an explicit decision of the company's competent body ;

• is not subject to the special rules for creditor protection under the Commercial Act.

The formal treatment of this step as "purely technical", without a proper decision, creates a risk of refusals when announcing the updated documents and of conflict with the law.

The transition to the euro as a legal process

The transition to the euro should be perceived not simply as an accounting operation , but as a structured legal process , in which the correct implementation of the special provisions of the Law on the Regulation

predictability of corporate relations.

Legal assistance and consultation

The PN Law team provides legal advice and legal representation on matters related to commercial companies, including:

• capital conversion;

• amendments to articles of association;

• entries and announcements in the Register of Legal Entities.

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Consultations are carried out taking into account the specific facts of the case, the current legal framework and relevant practice.