Equity, shares, and stocks
- Within 12 months of the introduction of the euro as the official currency in the Republic of Bulgaria, i.e. by 31 December 2026, companies must reflect the conversion of capital and shares from levs to euros in their articles of association, partnership agreements, and relevant acts of establishment.
- Copies of these acts, certified by the representative of each company, shall be announced together with the submission of the first application for a change to be entered in the Commercial Register or separately as an announcement of an act with application G1. No state fee is payable for the publication of these acts when the changes are solely due to the conversion in connection with the introduction of the euro.
- From the date of introduction of the euro in the Republic of Bulgaria, the Registry Agency automatically converts the capital of limited liability companies (LLC) and single-member limited liability companies (SLLC), as well as the nominal value of shares in joint-stock companies (AD), single-shareholder joint-stock companies (SAD) and partnership limited by shares (KDA) in euros and euro cents, which will be visible on the website of the Commercial Register.
- The conversion is carried out without submitting an application and without paying a state fee, but applies only to public data displayed in a company’s file in the Commercial Register and does not exempt companies from the above-mentioned obligation to bring their corporate acts into line with the regulations relating to the revaluation of company capital.
Limited liability companies (LLC) and Single-member limited liability companies (SLLC)
- The capital is converted by dividing the lev value by the official exchange rate and rounding it off in accordance with the procedure specified in the Law on the Introduction of the Euro in the Republic of Bulgaria.
- The shares of the partners are determined in proportion to their participation prior to the currency conversion.
- If necessary to preserve the shares, a change of up to 5% of the capital is permissible without applying the rules of the Commercial Act for increasing or decreasing the capital – by publishing an amended articles of association without any actual additional contributions.
- Differences from this changes are recorded as retained earnings or accumulated losses.
Joint-Stock Companies (AD), Single-Shareholder Joint-Stock Companies (EAD) and Partnerships Limited by Shares (KDA)
- The nominal value of each share shall be converted from levs to euros by dividing the nominal value in levs by the official exchange rate and rounding the result in accordance with the procedure specified in the Law on the Introduction of the Euro in the Republic of Bulgaria.
- The number of shares remains unchanged, and the rights of shareholders and their relative participation in the capital are fully preserved.
- The total amount of capital in euros is calculated as the product of the converted nominal value of one share and the number of shares.
- The difference between the capital obtained by mechanically converting the total amount and the capital formed on the basis of the nominal value of the shares does not represent an increase or decrease in capital, but is reflected as retained earnings or uncovered losses.
Bozhilov Law Firm can provide full legal assistance on all matters related to the adoption of the euro and bringing the corporate acts of commercial companies in line with the current regulatory framework.