Bulgaria extends deadline for mandatory redenomination of company share capital into euro

Following the adoption of the euro as Bulgaria's official currency with effect from 1 January 2026, all Bulgarian companies are required to amend their current articles of association to redenominate their share capital from Bulgarian leva (BGN) into euro. The deadline for completing the redenomination and submitting the relevant application to the Bulgarian Commercial Register (the "Register") was the end of 2026 or the date on which the company submitted its first application made in 2026 for the entry, deletion or announcement of circumstances in the Register, whichever occurred earlier.

In practice, most companies had to complete the redenomination by 30 September, as this was the statutory deadline for filing their 2025 annual financial statements with the Register and, consequently, the first occasion on which they would file an application to register the relevant changes they would make in 2026. The resulting spike in applications to register capital redenomination caused significant delays, preventing the Register from meeting its internal processing deadlines. While registrations typically took up to a week, in line with the law and past practice, filings made from mid-2026 onward took over a month to process.

To address this issue, a legislative change introduced at the last moment, in late September 2026, extended the deadline for completing the redenomination to the end of 2028. Earlier redenomination is nevertheless required where an application submitted to the Register triggers a mandatory update of the articles of association.

When does the earlier redenomination requirement apply?

Where a company undertakes a corporate change that must also be reflected in its articles of association – and their submission is therefore legally required as part of the application to the Register – it must also redenominate its share capital. In practice, this earlier redenomination requirement applies to corporate changes such as a change of company name, registered seat and/or address, composition of shareholders (for LLCs), increase or decrease of share capital, and others. The newly introduced clarification therefore exempts certain applications from the earlier redenomination requirement, including filings for the announcement of annual financial statements, registrations concerning ultimate beneficial owners, pledges, the appointment of managing directors and/or procurators, and liquidation, among others.

Author: Alexandra Doytchinova