Amendments to the Legislative Institute for changes regarding capital revaluation | Velchev&Co Law Office
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Amendments to the Legislative Institute for changes regarding capital revaluation

The adoption of the Law on the Introduction of the Euro in the Republic of Bulgaria (LIE) introduced a number of new requirements and obligations for state authorities, businesses and citizens alike. With a view to ensuring a smooth adaptation of commercial transactions to the new currency, on 16 July 2026, a Bill for the Amendment and Supplementation (the “Bill”) of the LIE was submitted to the National Assembly, providing for significant administrative relief for businesses. On 2 September, the amendments were adopted by Parliament at first and second reading during a single sitting.

I. Key Highlights of the Proposed Bill

The amendments submitted by a group of Members of Parliament directly affect the provisions of Article 32, paragraphs 1 and 4 of the LIE:

1. Extension of the deadline for bringing the constitutional documents into compliance (Article 32, paragraph 1 of the LIE):

Under the current legal framework, the law provides for a 12-month period from the date of the introduction of the euro, within which companies limited by shares and limited liability companies are required to adopt amendments to their internal regulations and constitutional documents in accordance with the law.

The proposed amendment would extend this period from 12 to 36 months. The purpose is to provide companies with sufficient time to carry out the technical and legal conversion of their capital into euros.

2. Removal of the requirement for simultaneous filing for publication (Article 32, paragraph 4, first sentence of the LIE):

Article 32, paragraph 4, first sentence of the LIE requires companies to submit their current articles of association, articles of incorporation or memoranda of association for publication following the conversion of their capital, simultaneously with the filing of the first subsequent application for registration, deletion or publication in the Commercial Register.

An amendment is proposed whereby the wording would be supplemented at the end of the sentence with the phrase: “in cases where their submission is required by law”. This amendment removes the requirement for the amended articles of association/memorandum of association/articles of incorporation to be submitted simultaneously with the first subsequent registration filing, unless there is another explicit statutory ground requiring an amendment to the constitutional document. This also removes the strict requirement for the conversion of capital to be carried out in connection with the first subsequent registration proceeding.

II. Main Objectives and Practical Implications

The objectives of the Bill are to reduce the administrative burden on both companies and the administration. The explanatory memorandum highlights the risks faced by businesses in connection with the adoption of updated articles of incorporation/articles of association/memoranda of association, as well as the risks for the administration, in particular the Registry Agency, which is responsible for reviewing and publishing changes submitted with applications and may become excessively overloaded. The explanatory memorandum states that these risks could result both in delays in the review of applications submitted to the Registry Agency and in missed deadlines and potential administrative sanctions for businesses.

The Bill introduces an important change of practical significance for companies, namely the removal of the obligation to submit an articles of incorporation/articles of association/memorandum of association simultaneously with the publication of the company’s annual financial statements, unless other amendments that are legally required to be published have been made to the respective articles of incorporation/articles of association/memorandum of association.

III. Status of the Bill Amending the LIE to Date

The committee designated as the lead committee for consideration of the Bill, namely the Budget and Finance Committee, confirmed the rationale of the Members of Parliament who submitted the Bill in its Report on the Bill for the Amendment and Supplementation of the LIE dated 27 August 2026, voting unanimously: 18 votes “For”, 0 votes “Against” and 0 “Abstentions”. Support for its adoption was also expressed by the Ministry of Justice, and on 2 September the Bill was finally adopted.

A separate Bill amending the LIE was also submitted on 14 July 2026 by another parliamentary group, proposing the complete removal of the deadline for the conversion of the capital of companies. However, due to concerns regarding legal uncertainty and the absence of a disciplining effect, this Bill did not receive support.