Euro Adoption in Bulgaria: What Your Company Must Do by End of 2026

Bulgaria officially adopted the euro on 1 January 2026, becoming the 21st member of the eurozone. The European Commission confirmed the country’s readiness in its 2025 Convergence Report, following Bulgaria’s fulfilment of all four Maastricht convergence criteria. For companies registered in Bulgaria, this historic change brings a clear and time-bound legal obligation.

Bulgaria fulfilled all four nominal convergence criteria required to adopt the euro. The country had been working towards this milestone since entering the Exchange Rate Mechanism (ERM II) in 2020. Therefore, the transition was well-prepared and long-anticipated.

The euro brings tangible benefits for businesses:

• stable prices,
• lower transaction costs,
• more investment, and
• increased trade with euro area partners.

For companies operating across borders, this is a significant step forward.

What happened automatically on 1 January 2026?

On 1 January 2026, the Registry Agency converted all registered share capital from Bulgarian lev to euros ex officio. This means the conversion happened by operation of law, without any action required from companies. The fixed exchange rate of EUR 1 = BGN 1.95583 was applied to every company on record.

As a result of this automatic conversion, several things remained unchanged. The company name, UIC (BULSTAT) number, and Commercial Register entry stayed the same. Bank accounts were also converted automatically at the same fixed rate, with IBANs remaining intact. Ownership proportions were preserved,  if a shareholder held 30% before the conversion, they still hold 30% after it.

However, the Registry Agency’s automatic conversion only updated its own records. Your company’s internal documents — the Articles of Association, Incorporation Deed, and any other constitutive acts — were not updated automatically. These documents still show your capital in Bulgarian lev. Under Bulgarian law, this creates a discrepancy between the official registry and your corporate documents. Closing that gap is your legal obligation, and the deadline to do so is 31 December 2026.

What the law requires?

Under Article 32 of the Law on the Introduction of the Euro in the Republic of Bulgaria, all commercial companies must amend their internal corporate documents within 12 months of euro adoption. In practice, this means by 31 December 2026.

The obligation applies to every company — regardless of size, activity level, or whether any other changes are planned. Dormant companies are not exempt.

How the conversion is calculated?

The Law on the Introduction of the Euro sets out precise rules for how share capital must be converted. The calculation differs depending on the type of company, but the same two foundational rules apply to all.

The Two Universal Rules

Every conversion follows the same starting point:

• Step 1 — Divide the BGN amount by the full official conversion rate of 1.95583. The rate must never be rounded or shortened during the calculation.
• Step 2 — Round the result to the second decimal place:
  • If the third decimal place is less than 5, the second decimal place stays unchanged.
  • If the third decimal place is 5 or higher, the second decimal place rounds up by one.

These two rules apply to every company type. What changes is how the conversion is applied to the specific structure of each entity.

Special Rules for Limited Liability Companies (OOD/EOOD)

The total registered capital is converted by dividing it by 1.95583 and rounding the result. Each shareholder’s stake is then recalculated in proportion to their share before the conversion took place.

For example, BGN 6,000 becomes EUR 3,067.75. If a shareholder held 50% before the conversion, their stake is calculated as 50% of EUR 3,067.75.

In some cases, rounding may produce impractical amounts or alter the proportions between shareholders. In these situations, the law allows the following:

• The converted capital may be adjusted upward or downward by up to 5%.
• This simplified procedure does not trigger the full capital amendment process under the Bulgarian Commercial Act.
• A shareholder resolution passed with the qualified majority required for Articles of Association amendments is sufficient.

Any remaining difference between the total converted capital and the sum of individual stakes must be recorded as retained earnings or accumulated losses from previous years.

Special Rules for Joint-Stock Companies (AD/EAD)

The conversion for joint-stock companies follows a different order:

• Step 1 — Convert the nominal value of each individual share by dividing it by 1.95583 and rounding to two decimal places.
• Step 2 — Multiply the converted nominal value per share by the total number of shares to calculate the new total capital.

For example, a share with a nominal value of BGN 1 becomes EUR 0.51. A company with 50,000 such shares would therefore have a converted capital of EUR 25,500.

Two important thresholds apply to joint-stock companies since 1 January 2026:

• The minimum share capital is EUR 25,000.
• The minimum nominal value per share is EUR 0.01.

Companies whose conversion results in a capital below EUR 25,000 must take additional steps to bring their capital into compliance.

When to file?

Both company types must update their constitutive documents and submit them to the Bulgarian Commercial Register.

Specifically:

• Limited liability companies (OOD/EOOD) must submit a certified copy of their updated Articles of Association or Incorporation Deed, reflecting the converted share capital and each shareholder’s stake in euros.
• Joint-stock companies (AD/EAD) must submit a certified copy of their updated Articles of Association, signed by their legal representative(s), showing the converted capital and nominal value per share.

Importantly, companies do not need to file a separate standalone application for the euro conversion. Instead, the updated documents must be submitted alongside the first application for registration, deregistration, or publication that the company makes at the Commercial Register in 2026. This applies regardless of whether that application relates to the conversion itself.

What happens if you miss the deadline?

Missing the 31 December 2026 deadline carries real consequences. Companies may face fines or blocked registrations. In addition, if any corporate change needs to be filed before the deadline, the Commercial Register may require the euro conversion documents to be included at that point, regardless of whether the company is ready.

Starting the process early is therefore strongly recommended. Notaries and legal professionals are likely to face high demand towards the end of the year, when many companies will be rushing to comply at the last minute.

How Klea can help?

Klea and its local partners in Bulgaria can manage the full process on your behalf. This includes coordinating documentation, preparing the updated Articles of Association, and filing with the Bulgarian Commercial Register.

Get in touch with your Klea contact to discuss next steps for your Bulgarian entities.

What’s Next?

Managing Bulgaria’s euro adoption obligations requires careful planning and full legal awareness. For more insights into corporate compliance developments across other jurisdictions, explore our related article France UBO Enforcement Tightened Since June 2025.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:

• Request a Demo — See Klea in action for your organisation.
• Start a Trial — Experience firsthand how automation reduces workload and improves efficiency.
• Talk to Our Experts — Get tailored recommendations based on your entity management needs.

With the 31 December 2026 deadline applying to every company registered in Bulgaria, staying ahead of euro conversion obligations has never been more important. Klea helps organisations ensure their corporate governance remains efficient, transparent, and risk-free.

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