Mandatory euro conversion of company capital: what Bulgarian companies must do in 2026

General rules applicable to all company types

The conversion from Bulgarian Lev ("BGN") to EUR is carried out at the following official exchange rate: EUR 1 = BGN 1.95583. The amount converted at the official exchange rate must be rounded to the second decimal place, based on the third decimal place:

• if the third decimal place is less than five, the second decimal place remains unchanged; and
• if the third decimal place is equal to or greater than five, the second decimal place is increased by one cent.

By express provision of law, these general rounding principles do not apply to the conversion of certain amounts, such as salaries, monetary and social benefits, where the rounding is to the benefit of the employee.

Companies' articles of association must be updated to set out the converted company share capital, expressed in EUR only. Such an update does not, in principal, require a shareholder resolution and may be carried out by the company's management.

Limited liability companies

Since 1 January 2026, the minimum share capital of a limited liability company (LLC) is EUR 1. The minimum nominal value per share is EUR 0.01.

To convert the share capital from BGN to EUR, the following steps shall be applied:

• First, the total registered amount of the share capital of the LLC (in BGN) shall be converted to EUR at the official exchange rate, with the result rounded in accordance with the general rounding principles.
• Second, the amount of each shareholder's share in the capital shall be determined by allocating the converted share capital in a proportion corresponding to the participation held by the shareholders prior to the conversion.

Example: Current share capital = BGN 6,000; number of shares = 3,000; shareholder A holds 51 %, shareholder B holds 35 %, and shareholder C holds 14 %, respectively, of the shares; nominal value per share = BGN 2:

Step 1: BGN 6,000 ÷ 1.95583 = EUR 3,067.7512872 ≈ EUR 3,067.75; and

Step 2:

• EUR 3,067.75 × 51 % (shareholder A) = EUR 1,564.5525 ≈ EUR 1,564.55;
• EUR 3,067.75 × 35 % (shareholder B) = EUR 1,073.7125 ≈ EUR 1,073.71; and
• EUR 3,067.75 × 14 % (shareholder C) = EUR 429.458 ≈ EUR 429.49.

If the conversion of the share capital of an LLC in the above manner results in a change in the proportion of the participation held by the shareholders or in unpracticable amounts, the share capital may be adjusted upward or downward up to 5 %. The adjustment shall be carried out in accordance with the procedure for amending the articles of association by a shareholder resolution adopted with the qualified majority required for amendments to the articles of association of the relevant LLC (75 % or more). Provided that the permitted adjustment of up to 5 % (upwards or downwards) is not exceeded, the provisions of the Commercial Act governing the increase or decrease of share capital do not apply, i.e. no unanimous (notarised) shareholder resolution and no top-up payment or repayment of any shareholder contribution is required.

In the above example, if a reverse check is performed starting from the nominal value per share (BGN 2 = EUR 1.02265 ≈ EUR 1.02), multiplied by the number of shares (3,000), the result is a share capital that equals EUR 3,060. This amount differs from the converted share capital of EUR 3,067.75. To eliminate the difference while preserving the allocation of shares to shareholders proportionally (51 %, 35 % and 14 %), it is practical to reduce the share capital by EUR 7.75 within the permitted adjustment of up to 5 %.

Example: Current share capital = EUR 3,060; number of shares = 3,000; shareholder A holds 51 %, shareholder B holds 35 %, and shareholder C holds 14 %, respectively, of the shares; nominal value per share = EUR 1.02:

• EUR 3,060 × 51 % (shareholder A) = EUR 1,560.60;
• EUR 3,060 × 35 % (shareholder B) = EUR 1,071; and
• EUR 3,060 × 14 % (shareholder C) = EUR 428.40.

Any difference between the share capital obtained when applying the official exchange rate and the share capital calculated by applying the permitted adjustment of up to 5 % (upwards or downwards) must be accounted for as retained earnings (неразпределена печалба) or accumulated losses from previous years (непокрита загуба от минали години).

Joint-stock companies

Since 1 January 2026, the minimum share capital of a joint-stock company (JSC) is EUR 25,000. Тhe minimum nominal value per share is EUR 0.01.

To convert the share capital from BGN to EUR, the following steps shall be applied:

• First, the current nominal value per share is converted from BGN to EUR.
• Second, the nominal value per share in EUR converted in this manner must be multiplied by the number of shares.

Example: Current share capital = BGN 50,000; number of shares = 50,000; nominal value per share = BGN 1.

Step 1: BGN 1 ÷ 1.95583 = EUR 0.51129188 ≈ EUR 0.51 (nominal value per share); and

Step 2: EUR 0.51 x 50,000 shares = EUR 25,500 (share capital in EUR).

Any difference between the share capital obtained when applying the official exchange rate and the share capital calculated by multiplying the converted nominal value in EUR by the number of shares must be accounted for as retained earnings (неразпределена печалба) or accumulated losses from previous years (непокрита загуба от минали години). The 5 % permitted adjustment in share capital does not apply to JSCs.

Example: Share capital when applying the general conversion rules: BGN 50,000 ÷ 1.95583 = EUR 25,564.5941 ≈ EUR 25,564.59.

Share capital calculated by multiplying the nominal value per share by the number of shares: EUR 0.51 x 50,000 shares = EUR 25,500.

The EUR 64.59 difference must be accounted for as retained earnings.

Interim share certificates and shares issued in BGN retain their legal validity and do not need to be reissued.

Interim share certificates and shares issued following the update of the articles of association and the currency conversion must be issued only in EUR. The entries in the shareholders' book do not need to be updated because of the currency conversion. Nevertheless, entries made from 1 January 2026 onward are to be recorded in EUR.

Publication

LLCs and JSCs must submit to the Bulgarian Commercial Register a copy of their updated articles of association, or, in the case of an LLC where the permitted adjustment of up to 5 % has been applied, the amended articles of association, reflecting the converted share capital and nominal value per share. This can be done either:

• when submitting the first application for registration (of any corporate matter) made in 2026; or
• by means of a separate application filed any time before 31 December 2026.

Summary

LLC

• Minimum share capital: EUR 1.00
• Minimum nominal value per share: EUR 0.01
• Conversion method: Total share capital conversion first, then allocation to shareholders proportionally
• Application of 5 % adjustment of the capital: Adjustment of up to 5 % (upwards or downwards) permitted to preserve shareholder rights, including ratio; Commercial Act rules on capital increase or decrease do not apply if deviation ≤ 5 %

JSC

• Minimum share capital: EUR 25,000
• Minimum nominal value per share: EUR 0.01
• Conversion method: Nominal value per share conversion first, then multiplication by the number of shares
• Application of 5 % adjustment of the capital: Not applicable; the difference between conversion at the official exchange rate and calculation via nominal value per share is booked as retained earnings or accumulated losses

authors: Darina Vaseva, Greta Karamiteva