Updates Regarding AD, OOD, and EOOD Following Bulgaria’s Adoption of the Euro
With the euro officially becoming Bulgaria’s national currency, legislators have amended the Commercial Law to address the revaluation of company capital. These legal updates are crucial for all entities registered under Bulgarian law and require companies to update their foundational documents and capital structures to reflect the new currency.
The changes mandate that all companies with capital previously denominated in leva must convert it into euros at the official exchange rate set by the Bulgarian National Bank. This requirement covers joint-stock companies (AD), limited liability companies (OOD), limited partnerships, and general partnerships. The law allows for an automatic conversion of capital value, rounding to two decimal places, and provides mechanisms for any necessary adjustments.
Companies are also required to record the revised capital amount in the Commercial Register and prepare updated articles of association, memoranda, or contracts. There is a transition period until December 31, 2026, during which these amendments must be completed to ensure clarity and legal security for creditors, partners, and government agencies.
Limited liability companies must submit a certified copy of their updated articles of association reflecting the new capital and share distribution to the Commercial Register within 12 months of the euro’s introduction (by January 1, 2026). This step should coincide with the next application for register changes. The proportion of shares must remain consistent, and if up to 5% capital adjustment is needed, approval from the general meeting with a three-quarters majority and a new agreement will be required.
For example, if an LLC holds BGN 100 in capital (equivalent to EUR 51.13):
- One approach is to set each share at EUR 0.01, resulting in 5,113 shares.
- Alternatively, the company could opt for 10 shares valued at EUR 5.11 each, bringing the capital to EUR 51.10, a permitted reduction of under 5%.
- Another possibility is rounding capital up to EUR 52, adjusting share values as needed according to partners’ stakes.
- Lastly, capital might be reduced to EUR 50, also within the allowable 5%, distributed among shares and partners accordingly.
If you need assistance, our office can guide you through this conversion by preparing all required documentation and registering your company’s capital changes with the Registry Agency.
For inquiries, please contact us.