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Liquidation of a company registered in Bulgaria

For a company “closure” of a trading company in Bulgaria, should be carried out "company liquidation procedure", clearly regulated in the Commercial Law of the Republic of Bulgaria, which regulates all the requirements for starting and performing of the liquidation.


This article applies to a Limited Liability Company that is not an owner of an immovable property.


The liquidation starts with the Application for notification to the TD (territorial department) of the NRA (National Revenue Agency) depending on the seat and address of management of the Company, for the termination of the commercial activity and the opening of the liquidation proceedings.

The issuance of the certificate from the TD to the NRA takes 1 (one) month.


The Certificate issued by the NRA shall  be submitted to the Commercial Register upon filing of the Application for termination of the Company with liquidation.


Along with the notification, a set of legal documents, in the appropriate legal form, regarding the term of the liquidation, the appointed Liquidator, specificities will be submitted.


The appointed Liquidator is registered in the Company's account, as well as the date of termination of the activity, and from that moment on, the Liquidator represents the Company in front of all individuals and legal entities, state bodies of power and administration.


Appointed liquidator may also be a person who has not been registered as a Manager for the Company, if  he / she has been elected and appointed by the General Assembly (or Sole shareholder) of the capital, in the form predicted.


Pursuant to the current Commercial Law in Bulgaria, the Liquidator, following the valid entry of the open liquidation procedure, makes an Application for announcement of an Invitation to the Company's creditors, inviting them to file their claims within 6 (six) months from the date of announcement.

The invitation shall be announced in the Public Trade Register and the Register of the nple under the Company's file.


Upon the expiration of the 6 (six) month period, the Liquidator shall, in the absence of claims for duties, take action to notify the National Social Security Institute for the purpose of transmitting the payroll records of the Company.

In the event that the Company has never been recruited, this notification is again required for the purpose of supplying a Certificate from the National Social Security Institute.


The issued Certificate may contain information that:

  1. The company had personell hired under labor contracts and all the documents (payroll) were submitted to the National Social Security Institute of the Republic of Bulgaria


  1. The Company has no employees under labor contracts and has not transmitted payment records to the National Social Security Institute in the Republic of Bulgaria.


Notification and receipt of this certification takes at least 1 (one) month.


Prior to deletion, the Liquidator of the company should proceed with the preparation of the necessary documents, describing the actions performed during the liquidation period and proceeding to the completion of the procedure.


The closure of the Company includes the submission of a liquidation balance, along with the other legally required documents, for its final deletion.

On the day of filing an Application for deletion, the Company is obliged to submit a final annual tax declaration to the relevant TD of the NRA.


During the liquidation period, the company is required to prepare and submit an Annual Tax  Declaration, as well as to publish its Annual Financial Statements in the Commercial Register at the deadlines.


This information has informative effect and broadly covers the liquidation procedure in a simplified version. Please keep in mind that each Company has its specifications and this also results in the liquidation procedure.


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