What obligations do we have if your company in Bulgaria is not operating

Bulgarian companies do not always start operating immediately after registration – sometimes the preparatory work drags on and the balance sheet remains at zero for a while. In such cases company owners often have no idea that they have any obligations at all.

A similar situation arises if a company that was active in the past has stopped carrying out activity. By that point the contracts with accounting and auditing firms may have been terminated, and there is no one to tell the company’s owners what they are required to do.

Finally, companies in Bulgaria are set up not only to run a business, but also to purchase land, and sometimes a car. In this case, too, the company’s owners have obligations towards the state, and failure to meet them may result in fines and other sanctions.

What must the owners of companies that carried out no activity in the past year do?

Publishing the Financial Statement or filing a declaration with the Commercial Register

Since 2018, companies that carry out no activity are not required to publish an Annual Financial Statement in the Commercial Register (Търговски Регистър) if they file a declaration of no activity (it is called a «декларация по чл. 38, ал. 9 ЗСч»). In 2025 the deadline for filing such a declaration is 30 June. If the deadline is missed, the statement must be published.

Filing the declaration is free of charge. A standard template of such a declaration, which must be signed by the company’s managing director, is available on the Commercial Register’s page online (https://portal.registryagency.bg/document-template-cr, the «Декларации» section). The document is filed on paper or online, in person by the managing director or through a lawyer with a power of attorney that does not require notarial certification.

If the declaration was not filed on time, the Annual Financial Statement (AFS) must be published. This will require the help of an accountant. The statement must be submitted to the local office of the Registry Agency or online; in the second case it must be signed by the entrepreneur, by the preparer (the accountant) or by an authorised lawyer. The publication fee was abolished in 2022, but the accountant’s and the lawyer’s services will have to be paid for. The deadline for publishing the statement is 30 September. The fine for missing the deadline is from 500 leva.

Sole traders (ЕТ) are exempt from the obligation to publish the statement – provided they are not subject to an independent financial audit.

Important: the declaration of no activity is filed once only. Afterwards, if no activity is carried out, the declaration no longer needs to be filed. As soon as the company begins to carry out activity, it becomes obliged to publish an Annual Financial Statement for the relevant period.

Declaration to the NSI

You must also file a declaration of inactivity (Декларация за неактивност – Приложение №11) with the NSI (National Statistical Institute). The declaration includes basic information about the company, the form of ownership and its current economic activity. In 2025 the deadline for filing such a declaration is from 1 March to 30 June. The declaration may be filed on paper, by e-mail, or online using an electronic signature or a PIK from the National Revenue Agency (NAP) (a code issued by the tax authorities).

The same declaration is also filed by companies that did carry out activity in the past year but whose income and expenses were below 500 leva.

VAT returns

If a company is registered for VAT but carries out no activity, it must still report monthly under the VAT Act. By the 14th day of the month following the reporting month, it must prepare and file a VAT return, a Purchase Ledger and a Sales Ledger (even with zero values). This is usually handled by the accountant who previously provided the accounting services – they file the returns monthly for a minimal fee.

Sick leave certificates and declarations to the tax authorities

This point concerns companies that previously carried out activity but have ceased it. If the managing director or one of the employees is on maternity leave, sick leave certificates must be filed periodically with the NOI together with the corresponding forms on temporary incapacity for work and maternity leave. In addition, «Осигурителни декларации» must be filed with the tax authorities every month. Preparing these documents will require the help of an accountant.

So even companies that carry out no activity may need an accountant’s services. We recommend consulting a specialist after registering the company or after deciding to cease activity, in order to avoid possible fines.