Quick Answer
Closing a company in Bulgaria is done through a formal liquidation procedure regulated by the Bulgarian Commerce Act. The process requires a tax clearance certificate from the National Revenue Agency, registration of a liquidator, a mandatory creditor notification period of at least six months, and proper accounting and tax closure before the company can be deleted from the Trade Register.
The Legal Framework
Closing a trading company in Bulgaria is carried out through liquidation, not by simply stopping activity. Liquidation is governed by the Bulgarian Commerce Act and applies to solvent companies that decide to cease operations permanently.
Liquidation is a structured legal and accounting process designed to:
- settle outstanding obligations,
- protect creditors,
- formally terminate the company’s legal existence.
Important: Liquidation applies to solvent companies. Insolvency and bankruptcy follow a separate legal procedure and are not covered in this guide.
When Is Liquidation Required?
Liquidation is required when:
- the company will no longer operate,
- the shareholders decide to close the business permanently,
- the company is not insolvent but has no future activity.
If a company has no activity and no liabilities, liquidation may not always be the first or most practical step.
👉 In such cases, you may want to review:
Dormant Company in Bulgaria: What It Means and When It Applies
Accelerated (Fast-Track) Liquidation (Available Since 2025)
Recent amendments to the Bulgarian Commerce Act introduced an accelerated liquidation procedure for certain dormant companies. This option is available only where strict eligibility conditions are met and is intended to simplify the closure of companies with no recent activity.
Eligible companies generally include those that:
- have had no business activity in the preceding 12 months,
- have no employees,
- are not VAT-registered or have no VAT activity during that period,
- have no outstanding disputes or liabilities.
Key features of fast-track liquidation:
- Shortened creditor notification period: 3 months (instead of the standard 6 months)
- One-stop administrative process: notifications to the NRA and NSSI are handled ex officio via the Registry Agency, without separate applications
- Shorter overall timeframe: typically around 3–4 months, if no issues arise
The procedure is initiated through the Trade Register following the shareholders’ decision to liquidate and appointment of a liquidator. Despite the simplified process, tax and social security clearance is still required, and eligibility must be confirmed in advance.
This option is best suited for genuinely dormant companies with a clean compliance history. A preliminary review is strongly recommended before relying on the accelerated route.
Step-by-Step: Company Liquidation Procedure in Bulgaria
1. Notification to the National Revenue Agency (NRA)
The liquidation process begins by notifying the competent territorial directorate of the National Revenue Agency (NRA) under Article 77(1) of the Tax and Social Security Procedure Code (DOPK) of the decision to terminate the legal entity for the purpose of liquidation.
The NRA issues a confirmation that it has been duly informed about the liquidation procedure. This is not a tax clearance certificate and does not confirm the absence of outstanding public liabilities.
Processing typically takes up to 60 days from the date of application.
2. Decision to Enter Liquidation
The company’s competent body must formally adopt a decision to start liquidation:
- General Assembly (for OOD),
- Sole Owner (for EOOD),
- Partners’ resolution (for partnerships).
The decision must specify:
- entry into liquidation,
- appointment of a liquidator,
- duration of the liquidation process.
3. Registration with the Trade Register
Once the NRA certificate is issued, the liquidation is registered with the Bulgarian Trade Register at the Registry Agency.
The registration includes:
- the liquidation decision,
- appointment of the liquidator,
- liquidation term.
From this moment, the company’s status changes to “in liquidation”, which is publicly visible.
4. Appointment and Role of the Liquidator
The liquidator may be:
- a member of the management body, or
- a third party appointed by the shareholders.
Once registered, the liquidator:
- replaces the company’s management,
- represents the company before authorities and third parties,
- collects receivables,
- settles liabilities,
- manages the liquidation accounting.
5. Notification of Creditors (Mandatory 6-Month Period)
The liquidator must notify creditors of the liquidation.
This is done via a public notice in the Trade Register.
Creditors have six months to submit claims.
This six-month period is mandatory and cannot be shortened, even if the company has no known creditors.
6. National Insurance Institute (NOI) Confirmation
The liquidator must obtain confirmation from the National Insurance Institute (NOI) that:
- all employment records and payroll documentation have been properly submitted, or
- the company had no employees.
This confirmation is required before the company can be deleted from the Trade Register.
The procedure typically takes around one month after application.
7. Accounting and Financial Reporting During Liquidation
During liquidation, the company must:
- maintain accounting records,
- prepare opening and closing liquidation balances,
- submit annual financial statements if the liquidation spans a calendar year.
Tax filings remain mandatory until deletion.
8. Deletion from the Trade Register
After:
- the six-month creditor period expires,
- all claims (if any) are settled,
- accounting and tax obligations are completed,
the liquidator may apply for deletion of the company from the Trade Register.
Once deleted, the company ceases to exist legally.
9. Final Obligation After Company Deletion
Within 30 days from the deletion of the company from the Trade Register, a final tax declaration must be submitted to the National Revenue Agency, covering the period up to the date of deletion.
Key Practical Considerations
Liquidator Selection
Choosing an experienced liquidator is important, especially where:
- historical accounting issues exist,
- the company had employees,
- cross-border elements are involved.
Public Transparency
All liquidation steps are visible in the Trade Register, allowing creditors and authorities to monitor the process.
Timing
While the statutory minimum is six months, most liquidations take between 6 and 12 months, depending on complexity.
Frequently Asked Questions (FAQ)
1. How long does it take to close a company in Bulgaria?
In practice, between 6 and 12 months, depending on NRA clearance, creditor claims, and accounting complexity.
2. Is liquidation mandatory even if the company has no activity?
Yes. A company cannot be “closed” informally. If it is not intended to operate again, liquidation is required unless a dormant status is intentionally maintained.
3. Who can act as liquidator?
A shareholder, manager, or third party may be appointed, provided they are properly registered.
4. Are financial statements required during liquidation?
Yes, especially if liquidation spans a calendar year.
5. Can creditors block the liquidation?
Creditors cannot block liquidation itself, but valid claims must be settled before deletion.
How We Can Help
Liquidating a company in Bulgaria involves coordinated legal, tax, and accounting steps. Errors or omissions can lead to delays or rejected filings.
If you are considering closing a company or assessing whether liquidation or dormant status is more appropriate, you can contact us to discuss your situation and the practical implications.
Disclaimer
This article is provided for general informational purposes only and does not constitute legal or accounting advice. Company liquidation procedures may vary depending on specific circumstances. Professional advice is recommended before taking action.
Last reviewed and updated: February 2026
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