As of 1 January 2026, with the introduction of the euro in Bulgaria, all companies — Limited Liability Companies (LLC), Joint-Stock Companies (JSC), Limited Partnerships with Shares (LPS), and Variable Capital Companies (VCC) — are required to carry out a redenomination of their registered share capital from Bulgarian lev to euro. This obligation arises directly from the Law on the Introduction of the Euro in the Republic of Bulgaria (LIERB) and affects the articles of association and founding acts of every capital trading company registered in Bulgaria.
IMPORTANT!!! On 1 January 2026, the Registry Agency automatically converted the registered share capital and the nominal value of shares in the Commercial Register.
However, the shares in LLCs were not automatically redenominated, because their calculation requires compliance with the rules on preserving the proportionate shareholding before redenomination. The capital of VCCs was also not automatically updated, as it is not subject to registration in the Commercial Register.
IMPORTANT!!! All companies must amend their articles of association, partnership agreements, or founding acts and file them with the Commercial Register by 31 December 2026.
Official Exchange Rate and Rounding Rule
Redenomination must be carried out at the official conversion rate of BGN 1.95583 = EUR 1.
When redenominating the capital and individual shares, the rounding rule under Article 13(1) of LIERB must be strictly observed. The resulting euro amount is rounded to two decimal places based on the third decimal place:
- if the third decimal place is less than five, the second decimal place remains unchanged;
- if the third decimal place is equal to or greater than five, the second decimal place is increased by one.
Redenomination of Capital and Shares in LLCs
The capital of an LLC is redenominated by dividing the registered capital in lev by the official conversion rate (1.95583) and rounding the result according to the rule above.
Each company share is then calculated by distributing the redenominated capital among the shareholders in proportion to their participation before redenomination.
If the sum of the redenominated shares equals the automatically redenominated capital in the Commercial Register, the company must submit to the Registry Agency a certified copy of the articles of association or founding act reflecting the euro amounts. No state fee is payable for this filing.
The certified copy may be submitted under standalone Application G1 or together with the first application for registration, deletion, or announcement in the Commercial Register in 2026.
IMPORTANT!!! No state fee is payable for filing the certified copy of the partnership agreement or founding act with the Commercial Register.
It is quite common, particularly for LLCs, that the sum of the redenominated shares does not equal the automatically redenominated capital. In that case, a General Meeting of Shareholders must be convened to decide whether to adjust the capital. LIERB permits an adjustment of up to 5% of the registered capital in order to preserve the proportionate shareholding. Such an adjustment is made under the procedure for amending the articles of association, without applying the more complex procedures for increasing or decreasing capital — provided the change does not exceed 5%.
IMPORTANT!!! In this case, Application A4 must be submitted. No state fee is payable.
If the sole owner of capital or the shareholders wish to round the capital and shares to whole euro amounts, this must also be done under the procedure for amending the founding act or articles of association (where the change does not exceed 5%).
Example 1
LLC with capital of BGN 1,000, divided into 2 shares of BGN 500 each, two shareholders holding one share each (50% each):
- Capital: BGN 1,000 ÷ 1.95583 = EUR 511.2918… → EUR 511.29
- Per share: EUR 511.29 ÷ 2 = EUR 255.645 → EUR 255.65
- Total of redenominated shares: EUR 255.65 × 2 = EUR 511.30
Since the total of the redenominated shares exceeds the automatically redenominated capital by EUR 0.01, the proportionate shareholding is disrupted. In such case an amendment to the capital must be made.
Example 2
LLC with capital of BGN 5,000, divided into 500 shares of BGN 10 each, held by three shareholders as follows:
- Shareholder 1 — 250 shares
- Shareholder 2 — 125 shares
- Shareholder 3 — 125 shares
Redenomination:
- Share value: BGN 10 ÷ 1.95583 = EUR 5.11292… → EUR 5.11
- Shareholder 1: 250 × EUR 5.11 = EUR 1,277.50
- Shareholder 2: 125 × EUR 5.11 = EUR 638.75
- Shareholder 3: 125 × EUR 5.11 = EUR 638.75
- Total of redenominated shares: EUR 1,277.50 + EUR 638.75 + EUR 638.75 = EUR 2,555.00
- Redenominated capital (automatically): BGN 5,000 ÷ 1.95583 = EUR 2,556.4594… → EUR 2,556.46
There is a difference of EUR 1.46. A General Meeting of Shareholders must be convened to pass a resolution on the amendment of the capital.
Redenomination of Capital in JSCs
For JSCs, the nominal value of one share is redenominated first. That euro value is then multiplied by the total number of shares to arrive at the capital in euros.
Example
JSC with capital of BGN 50,000, divided into 50,000 shares with a nominal value of BGN 1 each:
- Nominal value of 1 share: BGN 1 ÷ 1.95583 = EUR 0.511291… → EUR 0.51
- Capital in euros: 50,000 × EUR 0.51 = EUR 25,500
- Automatically redenomination of capital: BGN 50,000 ÷ 1.95583 = EUR 25,564.5941… → EUR 25,564.59
This produces a conversion difference of EUR 64.59. It must be allocated in the accounts to retained earnings or accumulated losses from prior years.
JSCs must submit to the Commercial Register a certified copy of their articles of association reflecting the redenominated euro amounts of the capital and the nominal value of shares. No state fee is payable for this filing.
IMPORTANT!!! The certified copy may be submitted under standalone Application G1 or Application A5. It must be filed no later than the first application for registration, deletion, or announcement in the Commercial Register in 2026.
Redenomination of Capital in VCCs
LIERB contains no explicit provision governing the redenomination of capital and shares in VCCs. Nevertheless, their capital must also be converted to euros.
Where the amount of capital and individual shares is set out in the partnership agreement, a certified copy of that agreement must also be filed and announced in the Commercial Register.
We can assist you with the redenomination of your company’s share capital. For more information please do not hesitate to contact us by e-mail: office@kgmp-legal.com