Companies in Bulgaria have been given more time: the deadline for amending constitutive documents because of the euro has been extended to the end of 2028

The amendments to the Law on the Introduction of the Euro in the Republic of Bulgaria were published in the State Gazette (Държавен вестник), issue No. 82 of 8 September 2026, and entered into force on the same day.

But the extension of the deadline is not the only and, arguably, not the most important piece of news.

What has changed as of 8 September 2026?

Previously, companies effectively faced the need to bring their founding act, articles of association or statutes into line with the conversion of capital into euro when carrying out subsequent procedures before the Commercial Register (Търговски регистър).

This approach has now been substantially softened.

The law provides that an updated corporate document must be submitted when its submission is required by law in connection with a specific registration action.

In other words, the mere fact that capital is still stated in leva in the old constitutive document should no longer block most other procedures before the Commercial Register.

Which actions can now be carried out without amending the documents beforehand?

The Registry Agency (Агенция по вписванията) has separately clarified that, without first amending the constitutive documents solely in connection with the conversion of capital into euro, it is possible, in particular, to:

— publish annual financial statements (GFO);

— register circumstances relating to a procura;

— enter data on branches;

— register pledges and distraints;

— carry out liquidation procedures;

— submit information on beneficial owners;

— register and publish other circumstances for which the law does not require the submission of an amended founding act, articles of association or statutes.

This is an important change for business: companies no longer have to carry out a separate corporate procedure merely because they need to file their GFO or register another circumstance in the Commercial Register.

When will the constitutive documents still have to be amended?

The obligation to bring the documents into line with the requirements on the conversion of capital into euro remains in place.

The new general deadline is 31 December 2028.

In addition, if a company itself makes changes affecting the content of its constitutive document, that document must already be brought up to date as part of such a procedure.

For example, this applies to cases where a company:

— changes its company name;

— changes its registered seat or registered address;

— changes the composition of the partners of an OOD (LLC);

— increases or decreases its capital;

— makes other changes affecting the mandatory content of the founding act, articles of association or statutes.

So the rule is fairly simple:

if a company is not amending its corporate document for another reason, there is no need to redraft it urgently just because of the euro.

If, however, a company makes changes that require the adoption of a new version of the document, the data on capital and shares must at the same time be brought into line with the requirements applicable after the introduction of the euro.

Important: capital has already been converted into euro automatically

Two different procedures should not be confused.

The conversion of companies’ registered capital from leva into euro was carried out ex officio by the Registry Agency after the introduction of the euro.

So what is at issue now is not that companies have to “re-register their capital” themselves.

This concerns bringing the founding act of an EOOD (single-member LLC), the articles of association of an OOD (LLC), the statutes of an AD (joint-stock company) or a KDA (partnership limited by shares) and other relevant corporate documents into line with the conversion that has already been carried out.

And it is precisely for this work that the legislator has given companies considerably more time.

Why was the deadline extended?

Initially, 12 months from the introduction of the euro were allowed for bringing documents into line.

However, the need to amend corporate documents on a mass scale created a serious administrative burden on the Commercial Register.

As a result, the legislator increased the period from 12 to 36 months, that is, effectively until the end of 2028, and at the same time removed the requirement to submit an updated corporate document with every subsequent filing with the Commercial Register, if the particular procedure does not itself require it.

This should reduce the number of formal filings and ease the burden both on companies and on the register itself.

What does this mean for owners of EOODs and OODs?

For most companies there is now no need to urgently amend the founding act or the articles of association solely in order to state the capital in euro.

If your company only needs to:

file annual financial statements (GFO), register a beneficial owner, carry out a liquidation or perform another registration action that does not require amending the corporate document itself — a prior “euro update” of the document is no longer a mandatory condition.

That said, the obligation cannot be forgotten entirely: the constitutive documents must still be brought into line with the requirements of the law within the established period — by the end of 2028.

And if before that point the company changes its name, address, members, capital or other provisions of the constitutive document, it makes sense to settle the conversion of the capital into euro at the same time.

What we recommend to businesses

The new rule removes the urgency, but it does not remove the need to review the company’s corporate documents.

This is especially relevant for firms that were registered many years ago and have since changed address, owners, managers or other circumstances more than once.

Before the next amendment in the Commercial Register, it is worth checking:

— whether the latest version of the constitutive document matches the company’s current data;

— whether the capital and shares are correctly reflected after conversion into euro;

— whether a new version of the document is required for the planned amendment;

— whether there are any other outdated provisions that it would make sense to correct at the same time.