Following Bulgaria’s accession to the Eurozone, commercial companies are required to align their corporate structure with the new monetary framework. One of the key practical issues in this process is the change of a company’s share capital from Bulgarian lev (BGN) to euro (EUR), which must be carried out accurately and in compliance with the applicable legislation – the Act on the Introduction of the Euro in the Republic of Bulgaria.
In response to this need, the Corporate Law Department of G&P Law offers a specialized legal service for the conversion and registration of share capital in euro, fully aligned with statutory requirements and the established practice of the Commercial Register and the Register of Non-Profit Legal Entities (the “Commercial Register”).
Although the law provides a final deadline of 31 December 2026 for traders to bring their documentation into compliance with the Act on the Introduction of the Euro, it explicitly states that this obligation arises upon registration of the first subsequent change in the Commercial Register.
What Does the Change of Share Capital Involve?
This process does not amount to a purely technical conversion reflected in the company’s file, even though the Commercial Register already performs such conversions in certain cases. The procedure requires application of the officially fixed exchange rate, rounding of values in accordance with statutory rules, and an assessment of whether the resulting capital complies with the minimum legal requirements for the relevant type of company.
In some cases, this necessitates a slight increase or decrease of the share capital within legally permissible limits, changes to the number and nominal value of shares or quotas, and corresponding amendments to the articles of association or the company’s statutes through a new resolution of the general meeting.
Importance of Proper Execution
An incorrect or purely formal approach to the procedure may result in refusal of registration by the Commercial Register, inconsistencies between the registered capital and the shareholders’ or shareholders’ interests, and subsequent legal and accounting risks, particularly in the context of transactions, financing, or internal and external audits.
How G&P Law Can Assist
The team at G&P Law provides comprehensive legal support, including analysis of the current share capital structure, selection of the most appropriate legal mechanism for conversion and rounding, preparation of all required corporate resolutions and documentation, and full procedural representation before the Commercial Register until successful registration of the changes.
Who Is This Service Suitable For?
The service is applicable to limited liability companies, joint-stock companies, and variable capital companies, including entities with foreign participation, as well as companies planning restructuring, transactions, investment rounds, or financing.
Contact us to receive professional legal assistance and an individual approach tailored to the specifics of your company.
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