When Does the Extended 31.12.2028 Deadline for Converting the Capital of Bulgarian Commercial Companies Apply?

By an Act amending and supplementing the Act on the Introduction of the Euro in the Republic of Bulgaria (the “Euro Introduction Act”), the period within which commercial companies must bring their articles of association, company agreements and other internal instruments into line with the introduction of the euro was extended from 12 to 36 months, i.e. until 31.12.2028. This extended period does not, however, apply in every case. Below we examine the cases in which, notwithstanding the extended period, companies must convert their capital at an earlier stage.

The new 36-month period under art. 32(1) of the Euro Introduction Act

Before the amendment, all commercial companies had a period of 12 months from the date of the introduction of the euro in the Republic of Bulgaria, i.e. until 31.12.2026, to adopt amendments to their articles of association, company agreements, constitutive acts, rules, procedures and other internal instruments or contracts so that these reflect the converted amount of the company’s capital.

By amendments to the Euro Introduction Act promulgated in the State Gazette on 8 September 2026, the period was extended from 12 to 36 months, i.e. until 31.12.2028. Nevertheless, the extended period does not apply absolutely and in every case.

The amendment to art. 32(4) of the Euro Introduction Act

The former rule provided that companies were to submit the documents evidencing the conversion of the capital “simultaneously with the filing of the first subsequent application for registration, deletion or announcement in the commercial register” – without any limitation as to the subject matter of that application. This meant that the filing of any application whatsoever would trigger the obligation to submit documents evidencing that the conversion of the capital had been carried out.

Since this generated an exceptional volume of applications filed with the Commercial Register and accordingly caused delays of more than 20 days in their examination, the amendment adds, at the end of the first sentence of paragraph 4, the condition “in the cases in which their submission is required by law”.

In other words: the obligation to submit the documents evidencing that the conversion of the capital has been carried out applies solely in the cases where an application has been filed by which other amendments are also made to the constitutive act, the company agreement or the articles of association of the company. If the first subsequent application is not of that type, the obligation does not arise at that stage and with that application – it is deferred to a later point, but in any event no later than 31.12.2028.

This is precisely the practical meaning of the amendment: it links the obligation to submit the updated articles of association/company agreement to the content of the application itself: if the law does not require submission of the articles of association/company agreement for the particular application, the filing of that application does not trigger a need to submit documents evidencing that the conversion has been carried out.

Which those cases are is a matter governed predominantly by the Commercial Act; below we have examined some of those cases:

• 1. A change in the capital, whether an increase or a reduction;
• 2. A change in the company name, the registered seat, the address of management, the scope of activity or the term of the company;
• 3. The admission or expulsion of partners in an OOD;
• 4. Transformation – merger by formation of a new company, merger by acquisition, division, separation, change of legal form;

In these and in other cases, when the application for the relevant change is filed, documents evidencing the conversion of the capital must also be submitted, even though the application is filed before the expiry of the period extended until 31.12.2028.

When, however, is submission of the articles of association or the company agreement evidencing the conversion of the capital not required?

As noted above, not every application to the Commercial Register means that the company must have previously brought its articles of association or its company agreement into line with the Euro Introduction Act. For example, in the case of:

• the election or removal of a manager/members of the board of directors, insofar as the company agreement or the articles of association do not state their names individually;
• the appointment of liquidators;
• the approval of the annual financial statements;
• The announcement of invitations convening a general meeting;
• The announcement of invitations to creditors in the cases of the commencement of liquidation proceedings,

no obligation arises for companies to submit, together with the relevant application, the documents evidencing the conversion of the capital.

Conclusion

The extension of the period under art. 32(1) of the Euro Introduction Act from 12 to 36 months gives Bulgarian commercial companies more time to bring their articles of association, company agreements and other internal documents into line with the euro, while the addition to art. 32(4) clarifies that the obligation to submit those documents to the Commercial Register arises only where the particular application requires it by law.

For companies, this means one practical rule: before filing any application with the Commercial Register, a check must be made as to whether the articles of association/company agreement must first be brought into line with the Euro Introduction Act.