From Leva To Euro: Legal And Corporate Implications For Bulgarian Companies

The upcoming transition to the single European currency in Bulgaria effective January 1, 2026 represents more than a financial transformation. It calls for coordinated legal, accounting, and registry adjustments that will affect nearly every company operating in the country.

Bulgaria's Entry into the Eurozone: Legal Framework and Key Principles

As of January 1, 2026, Bulgaria will officially adopt the euro as its national currency, replacing the Bulgarian lev. The transition will take place at the fixed exchange rate of 1 euro = 1.95583 leva, a rate maintained under Bulgaria's currency board arrangement for more than two decades.

The Law on the Introduction of the Euro provides detailed regulations on how all monetary values expressed in leva will be converted into euros. This includes mounts recorded in the corporate statutes and founding documents of the commercial companies.

During the dual circulation period, from January 1 to January 31, 2026, both leva and euros will be used in parallel. After this period, the euro will be the only legal tender.

Revaluation of the Registered Capital in the Commercial Register

The revaluation will take place automatically. The Registry Agency will adjust the Commercial Register automatically, without requiring companies to submit applications, requests, or additional documents.

The registered capital of every company, regardless of its legal form, will be officially converted into euros at the fixed exchange rate as already mentioned above.

Rounding and Possible Deviations

Following the revaluation, discrepancies in amounts may arise.
For instance, a capital of 5,000 BGN will convert to 2,556.46 EUR. Such variations may lead to challenges in maintaining exact share proportions, particularly in companies with multiple shareholders.

According to the law, if the rounding results in a deviation of up to ±5%, companies are permitted to make adjustments to preserve the original shareholding proportions among the partners.

Although the revaluation to euros will be done automatically, the law requires companies to submit an updated statute or partnership agreement reflecting the capital in euros within 12 months of the euro's introduction, that is by December 31, 2026.

No State Fees will apply for this mandatory update; however, it is important to ensure that the publicly announced information reflects correctly the company's actual status.

Steps To Undertake In Advance

Although much of the transition to the euro will be done automatically, commercial companies, especially those with complex structures, should proactively prepare. More precisely:

• Review your statutes/partnership agreements: If they contain specific clauses related to currency, minimum share values, nominal capital amounts you may need to revise them to accurately reflect the switch to the euro.
• Plan a General Meeting: If adjustments to share distribution or registered capital (even symbolic ones) are required, they must be approved by the shareholders.
• Adjust contracts and internal policies: Review and, where necessary, amend agreements such as employment contracts, leases, and supplier agreements that are denominated in BGN to ensure consistency with the euro conversion.
• Monitor the Commercial Register: At the beginning of 2026, check how your capital has been re-registered and verify that no technical errors have occurred during the automatic conversion.

The Euro and Shareholders: Protection of Rights and Interests

It is important to emphasize that the revaluation to euros does not affect ownership proportions. Each partner or shareholder retains their ownership rights, even though the nominal value of the shares will now be expressed in euros.

This is explicitly regulated to ensure legal stability and to protect the interests of all capital participants.

However, if rounding during the conversion results in uneven distribution, companies may voluntarily make internal redistributive adjustments, but only with the consent of all partners or shareholders.

Higlhlights:

• The Capital will be automatically revalued on January 1, 2026.
• An updated statute/partnership agreement must be submitted by the end of 2026.
• No state fees are due for the registration of the new capital.
• If needed, share adjustments of up to ±5% are allowed, with a relevant Resolution, signed by the partners.
• The rights of shareholders and partners remain fully protected.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.