With the introduction of the euro in the Republic of Bulgaria, all commercial companies are required to revalue their capital and reflect the changes in the Commercial Register (TRRYULNC). For single-member and multi-member limited liability companies (LLC and Sole LLC), this obligation involves several specific considerations.

Automatic Revaluation

By 31 January 2026, the Registry Agency must complete the automatic revaluation of the capital of all limited liability companies. However, this does not exempt companies from the obligation to update their articles of association or founding deeds accordingly.

Obligation to Submit an Updated Articles of Association / Company Agreement

In the period from January 1-st 2026 to December 31-st 2026, every single‑member or multi‑member limited liability company (Sole LLC/LLC) must submit for publication in the Commercial Register a certified copy of its articles of association/founding deed, containing:

• the revalued amount of the capital;
• the revalued shares of the partners.

The documents may be submitted at any time within the 12‑month period.

Submission of Other Applications

When submitting any type of application under the company’s file in the Commercial Register (e.g., change of manager, address, publication of annual financial statements), the updated articles of association/company agreement must be attached to that application.

Preservation of Shareholding Participation

For an LLC, the revaluation of the capital must be carried out in a way that preserves the proportion between the partners’ shares. This means that, regardless of the new values expressed in euro, each partner’s percentage of participation in the capital must remain unchanged.

The law also provides a special mechanism for cases in which the mathematical revaluation results in discrepancies. To ensure the correct allocation of the shares, it is permissible to amend the company agreement in the part concerning the revalued capital by up to 5 percent of the capital registered in the Commercial Register.

This flexibility allows for:

• an adjustment of the revalued amount of the capital;
• an adjustment of the revalued share of a specific partner;
• a change in the number of company shares;
• a restructuring of the capital where necessary to preserve the shareholding participation.

When such an amendment is required, the following must be submitted to the Commercial Register:

• a resolution of the general meeting adopted in accordance with the procedure for amending the company agreement;
• an updated company agreement/articles of association reflecting the new values.

This ensures that the revaluation has been carried out correctly, the partners’ rights are protected, and the company’s documents are brought into compliance with the law.

Additional Specifics

The revaluation must be reflected in the accounting records, and in the case of non‑cash contributions, additional specifics may arise that require a careful approach.

For questions or assistance related to the capital revaluation — contact us here.