Bulgarian Companies and the Euro: Legal Insights by B&K Law Firm

Each Bulgarian company must update Articles to express capital in euros; automatic conversion for eligible firms, filing with the Commercial Registry by Dec 31, 2026 – no state fees.

On January 1, 2026, Bulgaria will officially adopt the euro, marking a historic milestone for the country’s economy and becoming the 21st eurozone member state. This Bulgaria euro transition promises long-term benefits such as reduced currency risk, enhanced trade integration, and simplified cross-border transactions within the eurozone. However, the Bulgaria currency change also brings immediate practical implications for every company registered in Bulgaria – from large corporations to SMEs and startups. Here’s a comprehensive euro compliance Bulgaria guide for what business owners and managers need to know as the Bulgaria eurozone 2026 changeover approaches.

Bulgarian Company Automatic Capital Conversion: No Action Required

One of the most significant changes in this Bulgarian lev to euro conversion affects companies with registered capital in the Commercial Registry. The Bulgaria Commercial Registry will automatically convert all such capital from BGN to EUR using the irrevocable fixed exchange rate of 1 EUR = 1.95583 BGN. This company capital conversion Bulgaria process requires no applications, state fees, or administrative actions from Bulgarian companies.

The conversion is designed to be seamless, with amounts rounded to two decimal places (euro cents) using standard mathematical rounding (third decimal ≥5 rounds up). However, this rounding may cause slight differences in the total capital amount compared to the exact equivalent.

Examples of Bulgarian Company Capital Conversion

Here are illustrative calculations (actual results will vary based on exact BGN amounts; differences are typically negligible – often just cents):

Any small rounding differences are handled according to company type (e.g., as retained earnings/losses).

Different Rules for Different Bulgarian Companies Type

Joint-Stock Companies (AD) and Partnerships Limited by Shares (KDA): Nominal share values will be recalculated and rounded to two decimals. Any minor rounding differences will be recorded as retained earnings or accumulated losses, preserving the capital structure and protecting shareholders’ rights.

Example: Assume 1,000 shares with nominal value of 10.00 BGN each (total 10,000 BGN). New nominal per share: 10.00 ÷ 1.95583 ≈ 5.112919 → rounded (typically) to 5.11 or 5.13 EUR depending on precise legal application. Total capital adjusts accordingly, with differences recorded.

Limited Liability Companies (OOD/EOOD): Automatic conversion applies at the fixed rate. If rounding impacts ownership proportions among shareholders (e.g., due to uneven share distribution), companies may adjust capital via a simplified procedure (only if deviations reach up to 5%).

Variable Capital Companies (VCC): Introduced in 2023 for startups and SMEs, VCCs do not register fixed capital in the Commercial Registry (it is determined annually internally). They are not subject to automatic Registry conversion. Instead, they must update internal records, including the shareholders’ ledger, articles of association, and annual capital determinations, to reflect euro values. The minimum nominal share value will shift to €0.01, and internal documentation must comply by December 31, 2026.

Mandatory Document Updates

While capital conversion is automatic for applicable companies, all companies must update their Articles of Association or equivalent documents to express capital in euros. These updates must be filed with the Commercial Registry by December 31, 2026 (ideally with the next routine submission). No state fees apply for these mandatory changes.

Dual Pricing and Consumer Protection

Dual display of prices in both BGN and EUR has been mandatory since August 8, 2025, and continues until at least August 8, 2026 (one year post-adoption). This promotes transparency and helps prevent unjustified price increases. Prices must be shown clearly, equally prominently, and using the fixed rate – businesses should monitor compliance to avoid penalties.

Dual Circulation Period

From January 1 to January 31, 2026, both BGN and EUR will be legal tender for cash payments. ATMs will dispense only euros, and change will typically be given in euros. After January 31, only the euro will be legal tender.

Financial and Accounting Adjustments

Companies incorporated in Bulgaria should prepare their accounting systems Bulgaria euro well in advance. All BGN bank accounts will automatically convert to EUR on January 1, 2026 – no action or fees required. IBANs remain unchanged, and Bulgaria will fully integrate into the SEPA Bulgaria 2026 (Single Euro Payments Area) system for seamless eurozone transactions. Update accounting software, invoicing, payroll systems, and financial statements to euros. Coordinate with banks and payment providers for seamless transitions. Ensure payroll systems are updated to process salaries in EUR from January 2026 onwards.

Bulgarian company – VAT, Invoicing, and Tax Compliance

VAT and tax compliance Bulgaria euro transition requires careful attention. Tax returns for periods ending before January 1, 2026 must be filed in BGN; those for periods starting on or after the adoption date must be filed in EUR.

For Bulgarian company, VAT invoices issued before January 1, 2026 remain in BGN. From January 1, 2026 onwards, all new invoices must be issued in EUR. VAT registration numbers remain unchanged, and VAT rates remain the same (only the currency changes). Update invoicing software to handle euro amounts and comply with euro invoicing requirements Bulgaria. Bulgarian companies should coordinate with their accountants to ensure smooth accounting transition Bulgaria euro and proper recording of the changeover in financial statements.

Contracts and Business Relationships

Existing BGN-denominated contracts will generally convert automatically at the fixed rate. Review terms with partners, suppliers, and customers to prevent disputes. New contracts should be in euros, and consider adding euro-conversion clauses to ongoing agreements. Pricing strategies may need minor adjustments, but unfair increases are prohibited and monitored.

Strategic Opportunities and Short-Term Considerations

Euro adoption benefits Bulgaria are substantial and include eliminated exchange costs and currency conversion fees for eurozone trade, reduced financial risk from currency fluctuations, enhanced credibility and trust with international partners, improved competitiveness in EU markets, easier access to eurozone financing and investment, and simplified cross-border transactions within the SEPA system.

While long-term gains are substantial, SME euro transition Bulgaria may face short-term challenges including one-time IT/adaptation costs, staff training expenses, and temporary consumer adjustment periods. However, these are typically manageable with proper planning.

Preparation Checklist and Timeline: Euro Checklist for Bulgarian Company

With adoption just days away, prioritize these actions in your euro transition checklist Bulgaria.

Immediate Actions (Before January 1, 2026): Ensure ongoing compliance with dual pricing requirements (until August 2026), verify bank accounts and payment systems are ready for automatic conversion, update internal financial systems, accounting software, and invoicing for euros, review and amend contracts/pricing as needed, train staff on euro handling, rounding rules, and customer queries, plan cash management for the January dual circulation period, and prepare customer communications about the currency change.

Short-Term Actions (January-August 2026): Monitor dual pricing compliance and price displays, handle customer questions and concerns about the changeover, ensure all new contracts and invoices are issued in EUR, reconcile any minor capital conversion differences, and update all financial reporting to EUR.

Medium-Term Actions (By December 31, 2026): Bulgarian companies shall complete corporate document updates (Articles of Association), file updated documents with the Commercial Registry, finalize all accounting transitions and year-end reporting, and review and optimize euro-based pricing strategies.

Conclusion: Your Complete Bulgaria Eurozone Business Guide

Bulgaria’s euro adoption 2026 is structured for smoothness, with automatic processes for capital conversion, bank accounts, and currency changeovers. This comprehensive Bulgaria euro transition guide demonstrates that proactive preparation in systems, documentation, contracts, and compliance will minimize disruptions and allow Bulgarian companies – from large corporations to SMEs – to fully capitalize on eurozone membership benefits: greater stability, easier trade, stronger European integration, and enhanced competitiveness in EU markets.

The Bulgaria currency change business impact is manageable with proper planning. By following this euro compliance Bulgaria guide and completing the Bulgaria euro checklist, companies can ensure a seamless transition and position themselves to thrive in the eurozone.

Key Takeaway: The euro adoption is not just a currency change – it’s a strategic opportunity for companies in Bulgaria to strengthen their position in European and global markets.

For personalized legal advice, precise capital conversion calculations, or assistance with your company’s euro transition compliance, please do not hesitate to contact B&K Law Firm.

Free Consultation: +359 88 897 3040

Email: office@bglegalfirm.com

Website: www.bglegalfirm.bg

Business Hours: Monday-Friday, 9:00-18:00 EET

EORI Registration in Bulgaria 2026: What’s new? B&K Law Firm