Quick Answer
A “dormant” company in Bulgaria is not a separate legal status. In practice, it usually means a company with suspended (inactive) activity that remains legally registered and subject to ongoing reporting obligations. Even with no business activity, certain filings may still be required. Dormant status is different from formally closing a company through liquidation.
Inactive, Dormant, and Terminated Companies: Key Differences
Many business owners assume that a company with no activity automatically becomes dormant and free from obligations. This is a common and risky misconception.
In Bulgarian practice, the following distinctions matter:
Inactive Company (Company with Suspended Activity)
An inactive company has temporarily ceased operations but remains fully registered. The intention is usually to resume activity at a later stage.
Dormant Company
“Dormant” is not a separate legal category under Bulgarian law. It is a commonly used term that, in practice, refers to an inactive company. From a compliance perspective, dormant and inactive companies are treated the same.
Terminated Company
A terminated company has been formally liquidated and deleted from the Trade Register. It no longer exists as a legal entity.
👉 If you are considering permanent closure, see: How to Close a Company in Bulgaria
Ongoing Obligations for Dormant / Inactive Companies
Even when a company has no activity, compliance obligations do not disappear.
VAT Obligations (If VAT Registered)
If the company is VAT-registered, it must continue filing monthly zero VAT returns, even when no transactions occur.
National Statistical Institute (NSI)
An annual declaration must be submitted to the NSI confirming that the company had no business activity during the year.
Commercial Register Declaration
A one-time declaration of lack of activity must be filed with the Commercial Register. Once filed, it exempts the company from submitting annual financial statements for future inactive years, as long as the status does not change.
Example:
If the declaration is filed for 2024 and the company remains inactive in 2025, no new declaration is required for the Commercial Register. Other obligations (VAT, NSI) may still apply.
Accounting Records
Even dormant companies must maintain basic accounting records. In practice, this often requires ongoing bookkeeping oversight, albeit at a reduced level.
👉 Related:
Bookkeeping in Bulgaria: What Companies Are Required to Maintain
Suspension vs. Termination: Why the Difference Matters
Suspension (Dormant / Inactive)
- Company continues to exist
- Activity may resume
- Reporting obligations remain
- Lower administrative burden than liquidation
Termination (Liquidation)
- Company is permanently closed
- Requires formal liquidation procedure
- Mandatory creditor period
- Deletion from Trade Register
Choosing the wrong path can lead to:
- unnecessary costs,
- missed filings and penalties,
- delays if closure becomes unavoidable later.
Key Takeaways
- “Dormant” is not a formal legal status in Bulgaria.
- Inactive companies still have reporting obligations.
- Dormant status is suitable for temporary inactivity, not permanent exit.
- Permanent closure requires liquidation.
Frequently Asked Questions (FAQ)
Do I need to notify the NRA if my company is dormant?
There is no separate “dormant” registration with the NRA. However, VAT-registered companies must continue filing VAT returns, even with zero activity.
Are dormant companies exempt from all reporting?
No. While annual financial statements may be waived after the one-time Commercial Register declaration, other obligations (VAT, NSI) usually remain.
Can a dormant company later be liquidated?
Yes. Dormant status does not prevent liquidation, but outstanding compliance issues should be resolved first.
Do dormant companies need bookkeeping?
Yes, though typically at a reduced scope. Minimal bookkeeping is still required to support filings and compliance.
What happens if I ignore dormant company obligations?
Failure to comply can lead to penalties, audits, and complications when attempting to reactivate or close the company later.
How We Can Help
Managing a dormant company correctly requires knowing what still applies and what does not. The obligations are lighter than for active companies, but they are not optional.
If you are unsure whether dormant status is appropriate or whether liquidation would be the better option, you can contact us to review your situation and avoid unnecessary compliance risks.
👉 Contact Aidos Accountants Bulgaria
Disclaimer
This article is for general informational purposes only and does not constitute legal or tax advice. Company obligations may vary depending on specific circumstances. Professional advice is recommended before making compliance or structural decisions.
Last reviewed and updated: February 2026
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