Simplified company liquidation in Bulgaria

In 2024, important amendments to the Commercial Act (Търговски закон) came into force in Bulgaria, introducing a “fast-track procedure” for company liquidation. Previously, this process could drag on for many months and even years, requiring considerable spending on accounting and legal support. The new procedure, governed by Article 274a, makes it possible to officially close a company in about three to four months, substantially reducing the financial and administrative burden.

This mechanism was designed specifically for organisations that have ceased commercial activity. It offers owners of “dormant” firms a legal, transparent and fast way to close a business.

Mandatory conditions for using the procedure

The accelerated procedure is available to commercial companies (OOD (LLC), EOOD (single-member LLC), AD and others), but it requires strict compliance with all of the following criteria at the same time:

1. No business activity: the company has not carried out commercial activity or ceased it completely more than 12 months ago.
2. No employees: the company has no active staff, and all employment contracts and legal relationships were terminated more than 12 months ago.
3. No VAT registration: the company is not registered for VAT (ДДС) or its registration was terminated more than 12 months ago.
4. No debts: the company has no outstanding obligations to the state budget (National Revenue Agency (NAP)) or to municipal institutions.
5. No tax audits: there are no pending tax or social security proceedings, checks or audits against the company.
6. No litigation: the organisation is not a party to judicial, enforcement or other similar proceedings.

Advantages over standard liquidation

Shorter period for creditors’ claims. Under the standard procedure, the period for creditors to submit claims is six months from the publication of the notice in the Commercial Register. Under the fast-track procedure, this period is reduced to three months, which allows the entire process to be completed in just 3–4 months.

Automated interaction with NAP. Whereas in an ordinary liquidation the applicant requests the certificate under Art. 77 of the Tax and Social Insurance Procedure Code (DOPK) themselves, in a fast-track liquidation the Registry Agency (Агенция по вписванията) takes this on. Requests to NAP and the National Social Security Institute (НОИ) are sent automatically in electronic form.

Lower financial costs. Because the timeframe is reduced from 8–12 months to 3–4, the costs of the liquidator’s support, accounting services, annual reporting and legal services are substantially lower.

Sequence of steps in a fast-track liquidation

Step 1: Taking the decision and appointing a liquidator

A general meeting of the partners is convened (or the sole owner’s decision is drawn up in an EOOD). A decision is taken to terminate activity, start the fast-track procedure and appoint a liquidator. The liquidator signs a declaration that the company fully meets the criteria of Art. 274a of the Commercial Act.

Step 2: Filing documents with the Commercial Register

The application (form Б6) is filed with the Registry Agency together with the set of documents. The Register automatically informs NAP and the National Social Security Institute. The tax authorities respond within 30 days.

Step 3: Publication of the invitation to creditors

An official invitation to creditors is published in the Commercial Register. The mandatory three-month period starts running from the date of publication.

Step 4: Preparing the final accounts

After three months have passed (and if no creditors’ claims have been received), the liquidator draws up the liquidation balance sheet and report and distributes the remaining assets or capital.

Step 5: Final deletion from the register (Заличаване)

The final application is filed with the Commercial Register. The organisation officially ceases to exist and is deleted from the register.