Bulgaria extends deadline for companies to update euro-denominated constitutional documents

The extension responds to practical difficulties encountered during the first year of Bulgaria’s euro transition, including substantial backlogs at the Commercial Register and delays affecting corporate and transactional filings.

Bulgaria’s original deadline of 31 December 2026 for companies to update their constitutional documents to reflect their euro-denominated registered capital was approaching, while filings with the Commercial Register were experiencing substantial delays. An amendment to the Law on the Introduction of the Euro in the Republic of Bulgaria (the “Euro Act”), promulgated on 8 September 2026, has now extended the deadline by two years and narrowed the circumstances in which a filing triggers the parallel update obligation.

Previous regime:

The Euro Act was adopted on 7 August 2024 (promulgated in State Gazette No. 70/2024) to facilitate Bulgaria’s transition to the euro. The legislation was based on the principle that BGN-denominated amounts would be replaced by their euro equivalents at the fixed conversion rate by operation of law. The Euro Act provided that, on 1 January 2026 (the euro introduction date), the registered capital of all limited liability companies (OOD/EOOD), joint-stock companies (AD/EAD) and partnerships limited by shares (KDA), as well as the nominal value of shares in ADs and KDAs, would be automatically converted into euro and euro-cent amounts in the Commercial Register. The Registry Agency carried out this conversion ex officio, without companies being required to submit an application or pay a fee. According to publicly available information, the Registry Agency automatically converted the capital of more than 936,000 Bulgarian commercial companies.

Although the Registry Agency automatically converted the publicly available register-capital information from BGN into EUR, companies were still required to amend their constitutional documents to reflect the euro-denominated capital and, where necessary, revise the nominal value and allocation of shares. Under the original regime, companies had 12 months from the euro introduction date, namely until 31 December 2026, to complete these updates.

The requirement was intended to ensure prompt compliance by providing that any Commercial Register filing during the transition period, irrespective of its nature, had to be accompanied by updated constitutional documents. This included, for example:

• standard corporate updates, such as changes to the registered address, company name, management, registered capital or scope of activity;
• reporting obligations, including the submission of annual financial statements and other disclosures; and
• transaction-related changes, such as changes in shareholders in M&A transactions or the registration of pledges in financing transactions.

As a result, the general deadline was effectively shortened in practice, as most active companies make at least one filing during the course of a year. The filing of annual financial statements alone would have accelerated the obligation for the majority of companies. This substantially increased the Registry Agency’s workload and delayed transaction completion processes, particularly where completion depended on registry filings affected by the volume of euro-transition updates.

New position:

The amendment has two principal consequences:

• First, it extends the deadline for companies to update their constitutional documents by two years, from 31 December 2026 to 31 December 2028.
• Second, it limits the requirement for a parallel euro-conversion filing to Commercial Register applications that would already require an amendment of the constitutional documents, such as changes to the registered capital, shareholders, management structure, scope of activity or registered address.

Filings that do not require an amendment to the constitutional documents will no longer trigger an obligation to submit updated constitutional documents simultaneously.

In practical terms, transaction-related filings such as pledge registrations or the submission of annual financial statements can now proceed without requiring a simultaneous update of the constitutional documents. This is expected to facilitate transaction completion processes, particularly in light of the typically busy fourth-quarter closing period.

While the new deadline is 31 December 2028, companies should not wait until the last possible moment to commence the update process. A concentration of filings toward the end of the transition period is precisely what contributed to the delays experienced under the original regime and there is little reason to expect a different pattern in late 2028. Companies anticipating a qualifying corporate change before the new deadline will, in any event, need to complete the capital update at that time and may therefore incorporate it into the same filing rather than undertake a separate procedure.