How to close a company in Bulgaria

Liquidating a Trading Company in Bulgaria (Updated for 2024)

The Process

Closing down a trading company in Bulgaria is known as liquidation and is governed by the Bulgarian Trade Law. This law outlines the requirements for initiating and carrying out the liquidation process.

Steps to Take

1. Apply for a Liquidation Certificate: The first step is to file an application with the National Revenue Agency (NRA) for a certificate to start the liquidation process. This application should be submitted to the NRA office where the company is registered.
   
2. File the Certificate with the Trade Register: Once you receive the certificate from the NRA (which typically takes about a month), it needs to be filed with the Trade Register at the Registry Agency.
   
3. Decision of the Management Body: Along with the certificate, you’ll need to submit the decision of the company’s General Assembly, Sole Owner or Partners regarding the liquidation, the appointment of the official liquidator, and the timeframe for completing the liquidation process.
   
4. Registration of the Liquidator: The appointed liquidator must be registered with the Trade Register. Upon registration, the liquidator assumes all responsibilities and duties of the company’s representative in all interactions with individuals, legal entities, and government bodies.
   
5. Notification of Creditors: The liquidator is responsible for notifying all company creditors about the liquidation. The Trade Law mandates that creditors have six months to submit their claims to the company undergoing liquidation.
   
6. Document Submission to the National Social Security Institute: The liquidator must obtain documents from the National Social Security Institute (NSSI) confirming either that the company had employees and all payroll documentation has been submitted to the NSSI, or that the company had no employees and, therefore, no payroll documents to submit.
   
7. Preparation of Accounting Documents: Throughout the liquidation period, the company is required to maintain all necessary accounting documents. These documents must be prepared at the start and the end of the liquidation process.
   
8. Submission of an Annual Finance Report: During the liquidation process, the company must submit an Annual Finance Report to the Trade Register.
   
9. Deletion from the Trade Register: If, after six months, no claims from creditors have been presented, the company representative can proceed with deleting the company from the Trade Register.
   

Key Considerations

• Liquidator Selection: The liquidator can be a member of the company’s management body or a third party chosen by the management body to carry out the liquidator’s duties.
  
• Public Access to the Trade Register: The Bulgarian Trade Register is publicly accessible, allowing creditors to stay informed about liquidation procedures and submit any claims in a timely manner.
  

Additional Notes

• This updated article provides a general overview of the liquidation process for a trading company registered in Bulgaria. It is recommended to seek professional legal and accounting advice for your specific situation.
  
• The information provided here is based on the understanding of the Trade Law as of 2024. However, laws and regulations can change, so it’s essential to stay current with any updates.

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Frequently Asked Questions (FAQ) on Closing a Company in Bulgaria

1. What are the first steps in liquidating a company in Bulgaria?
The first step is to apply for a Liquidation Certificate from the National Revenue Agency (NRA). After obtaining the certificate, it must be filed with the Trade Register at the Registry Agency, along with the decision from the company’s management body to begin the liquidation process.

2. How long does the company liquidation process take in Bulgaria?
The process generally takes several months up 12 months. The NRA typically takes about a month to issue the liquidation certificate. Afterward, the company must notify creditors, and a six-month period is allowed for them to submit any claims. Once the liquidation process is completed, the company can be deleted from the Trade Register.

3. Who can be appointed as the liquidator for a company in Bulgaria?
The liquidator can be either a member of the company’s management body or a third-party individual chosen by the management to carry out the liquidation duties. The liquidator is responsible for ensuring all legal and financial obligations are met throughout the process.

4. What happens if no claims are made by creditors during liquidation?
If no claims are submitted within six months, the company can be deleted from the Trade Register, and the liquidation process is considered complete.

5. Do I need to submit an Annual Finance Report during liquidation?
Yes, during the liquidation process, the company is required to submit an Annual Finance Report to the Trade Register. This helps ensure that all accounting and tax obligations are fulfilled during the liquidation process.

6. Can I close a company in Bulgaria without legal assistance?
While it’s possible to handle the liquidation process independently, it’s highly recommended to seek professional legal and accounting advice. Laws and regulations can be complex, and professional guidance can help ensure that all steps are properly followed and that no legal issues arise.

7. How do I notify creditors during the liquidation process?
The appointed liquidator is responsible for notifying all creditors of the company’s liquidation. Creditors are then given six months to submit any claims against the company.

8. What documents are required for company liquidation in Bulgaria?
Documents required include the liquidation certificate from the NRA, the company’s management decision regarding liquidation, the registration of the liquidator with the Trade Register, documents from the National Social Security Institute (NSSI) confirming payroll submissions, and the company’s accounting records.

Update: This article was originally published in 2011 and has been revised in October 2024 for accuracy and to reflect current legislation.