Your company’s share capital in the Commercial Register has already been converted into euros ex officio. However, if you review your Articles of Association, Memorandum of Association, or Articles of Incorporation, you will most likely still see amounts stated in Bulgarian lev (BGN). This discrepancy is precisely the reason why, in the coming months, many companies will face official instructions, rejection of filings, or delays in registering other changes—simply because their constitutive documents have not been brought into compliance.
In this article, we explain what is required, what exactly must be filed for publication, and why, in practice, it is advisable to do this with the assistance of a lawyer—especially in cases involving multiple shareholders, different participation quotas, or a shareholding structure.
Why “ex officio” conversion is not sufficient
The ex officio change in the registers does not automatically amend the text of your constitutive documents. Therefore, the law imposes a separate obligation on companies to adopt and reflect amendments to their Articles of Association / Memorandum of Association / Articles of Incorporation so that the share capital and participation interests / shares are stated in euros.
This is important not merely “on paper.” Constitutive documents form the legal basis for share transfers, management changes, shareholder relations, and due diligence carried out by banks and contractual counterparties.
Deadline: 31 December 2026
All commercial companies must bring their constitutive documents into compliance by 31 December 2026. The recommended approach is not to wait until the last moment, particularly if you plan changes during the year such as appointment of a new manager, change of address or registered office, transfer of shares, admission of new shareholders, or financing transactions.
What must be filed with the Commercial Register
The document to be filed for publication depends on the type of company. It is essential that the text accurately reflects the converted share capital and ownership structure.
For Limited Liability Companies (OOD) / Single-Member Limited Liability Companies (EOOD)
By the end of 2026, a certified copy signed by the legal representative must be filed for publication of:
– the Articles of Association (OOD) or the Memorandum of Association (EOOD),
stating the converted share capital in euros and the converted value of the shareholders’ participation interests in euros.
In practice, this is the moment to ensure that the total amount and proportional distribution of participation interests are correctly presented after rounding.
For Joint-Stock Companies (AD) and Limited Partnerships with Shares (KDA)
By the end of 2026, a certified copy signed by the legal representative of the Articles of Incorporation must be filed for publication, reflecting:
– the converted share capital in euros;
– the nominal value of the shares in euros (in accordance with statutory rules).
Good news: no state fee is payable for this publication.
Conversion of share capital, participation interests, and shares: how it works in practice
The conversion is carried out at the fixed exchange rate, with amounts expressed in euros and euro cents. Rounding frequently leads to minor discrepancies, which are the most common source of errors.
Example: share capital of BGN 10.00 is converted into EUR 5.11. In companies with multiple shareholders, this affects the individual participation interests and may require technical adjustment.
Important: the conversion must not alter shareholders’ rights or redistribute ownership. The purpose is solely to change the currency, not the ownership structure.
Where necessary, the law allows for a technical adjustment of the converted share capital within a range of +/- 5%, solely to preserve the proportional distribution of participation interests or shares. While this may seem minor, it requires precise drafting and proper corporate resolutions, depending on the company type.
When to file the documents
The documents may be filed independently or attached to the next application for registration, deletion, or publication on the company’s register file. The practical risk of postponement is that, in connection with another future change, you may receive official instructions to first bring the constitutive documents into compliance, thereby delaying the entire procedure.
What can go wrong if you handle it yourself
In most cases, the issue is not complex calculations, but rather a combination of small details: outdated wording, unclear formulations, inconsistencies between the registered data and the constitutive documents, incorrect rounding, or incomplete reflection of participation interests.
– Discrepancies between share capital and participation interests after rounding (especially with multiple shareholders);
– Failure to update all references to capital / participation interests / shares throughout the document;
– Improperly drafted resolutions or amendments, leading to instructions and resubmission;
– Delays in other planned changes (manager, address, share transfer) because compliance must be achieved first.
Why it is advisable to use a lawyer
This is not merely “another formality,” but an opportunity to resolve the matter comprehensively and without the risk of rejected filings. A lawyer reviews the company’s register file and documents, prepares the correct amendments and resolutions, ensures that ownership proportions remain unchanged, and submits a complete set of documents ready for smooth publication.
– Verification of discrepancies between existing documents and registered data;
– Proper drafting of amendments (Articles of Association in euros / Articles of Incorporation in euros) without internal inconsistencies;
– Assessment and drafting of technical adjustments (if required) without affecting rights;
– Saving time and avoiding repeated filings—particularly under the heavy workload expected toward the end of 2026.
Practical advice: if you plan a share transaction or management change in 2026, do not wait until the last moment. Prepare the compliance update in advance so it does not block another important procedure.
Checklist: how to prepare
– Obtain the latest version of your Articles of Association / Memorandum of Association / Articles of Incorporation and identify all references to share capital and participation interests / shares;
– Verify the data against the Commercial Register record;
– Calculate the converted values and ensure the ownership structure remains unchanged after rounding;
– Assess whether a technical adjustment (up to +/- 5%) is required to preserve proportions;
– Prepare the corporate resolutions and updated document text (in euros);
– File the document for publication with the Commercial Register no later than 31 December 2026.
How we can assist
Our team prepares the full set of documents required to update constitutive acts in connection with the conversion of share capital into euros, including review of the register file, drafting of resolutions and amended texts, and filing for publication. Where necessary, we calculate and document permissible technical adjustments so that shareholders’ rights and participation proportions remain preserved.
This material is for informational purposes only and does not constitute legal advice for any specific case. A concrete legal assessment requires review of the relevant documents and the circumstances of the company’s register file.
