Commerce Act changes and the introduction of the euro

The introduction of the euro in Bulgaria directly affects commercial companies — capital, accounting and a number of corporate documents must be brought in line with the new currency. The changes affect limited liability companies, joint-stock companies and limited partnerships with shares.

Converting share capital

With the introduction of the euro, all amounts recorded in the Commercial Register in Bulgarian lev are officially recalculated at the fixed exchange rate of 1 EUR = 1.95583 BGN. The capital is not rounded down to the next lower whole figure — the converted amount is entered with cent-level precision.

Obligation to update the articles of association

Companies are not required to update their articles of association (memorandum of association or statutes) immediately — the converted amount is deemed entered by operation of law. However, at the next change registered with the Commercial Register the documents must reflect the capital in euros.

Accounting and financial statements

From the date of euro introduction all accounting entries are kept in euros. Financial statements for the year in which the change occurs include data in both currencies for comparability purposes. The transitional regulations specify how comparative periods are to be presented.

Contracts and commercial relationships

Existing contracts denominated in lev retain their legal validity — obligations are performed in euros at the fixed rate. Parties are not required to execute addenda merely because of the euro introduction, unless the contract expressly requires approval in the event of a currency change.

Practical steps for companies

• Review constitutional documents and plan for an update at the next filing;
• Update accounting software and internal financial procedures;
• Review bank accounts, credit agreements and investment contracts;
• Notify counterparties and update commercial documents (invoices, offers).

How we can help

We advise on the specific obligations for your company, prepare updated constitutional documents and assist with filing changes in the Commercial Register. Contact us for an assessment of your situation.