Company liquidation in Bulgaria
Liquidation is the procedure by which a Bulgarian EOOD, OOD or AD is dissolved, its debts are settled and it is deleted from the Commercial Register. It takes at least six months; a dormant company with no debts can use a three-month fast track. We prepare the resolutions, the notice to creditors and every application, deal with the tax authority and file online, so you can close your company from abroad.
The procedure
How a company is liquidated
Review and resolution
We check the company: activity, staff, VAT status, debts, and tell you whether the three-month fast track applies. The owner or the general meeting resolves to dissolve the company and appoints a liquidator, usually the manager.
Notifying the tax authority
Before filing, the company notifies the National Revenue Agency (NRA). The NRA issues a certificate within 60 days; the Commercial Register will not look at the application without it.
Registering the liquidation
We file online with a qualified electronic signature: the dissolution, the liquidator and the liquidation period are registered, and the notice to creditors is published. The company name gets the suffix "in liquidation".
Winding up
The liquidator completes pending deals, collects receivables, turns assets into cash and pays the debts. Your accountant prepares the opening liquidation balance sheet; a VAT-registered company deregisters or elects to stay registered until deletion.
Waiting period for creditors
Assets may be distributed no earlier than six months after the notice to creditors was published, or three months on the fast track. Known creditors are also notified in writing.
NSSI certificate, final balance sheet, deletion
Payroll records go to the National Social Security Institute (NSSI), which issues a certificate. The final balance sheet and report are approved, the remainder is distributed and we file for deletion. Once registered, the company ceases to exist.
Fast-track liquidation in three months
Since 2024 the Commerce Act (art. 274a) provides a fast-track liquidation: the waiting period for creditors is three months instead of six, and the liquidator declares the conditions with the application. It applies when the owners resolved to dissolve the company and the company:
- has had no activity, or stopped it more than 12 months ago
- has had no employees, or ended their contracts more than 12 months ago
- has never been VAT-registered, or deregistered more than 12 months ago
- has no unpaid debts to the state or municipalities
- has no open tax or social security proceedings with the NRA
- is not a defendant in court and not a debtor in enforcement proceedings
If one condition fails, the standard six-month procedure applies. We check this before we start, so you know the timeline up front.
How long it takes
- NRA certificate under art. 77 of the Tax and Social Security Procedure Code: up to 60 days from the notification
- Registration of the liquidation and publication of the notice: within the Registry Agency's statutory processing time
- Waiting period for creditors: six months, or three on the fast track
- NSSI certificate, final balance sheet, distribution resolution and deletion: usually two to four weeks
Standard liquidation therefore usually takes 8 to 10 months, the fast track about 4 to 5 months. The general meeting sets the liquidation period in its resolution; it can be extended if needed.
What it costs
The final price has three parts: our fee, the state fees and the notary's charge. The state fees for online filing add up to €25.57: registering the dissolution and the liquidator, publishing the notice to creditors and registering the deletion. The NRA and NSSI certificates carry no fee. Your accountant's work on the liquidation balance sheets and the final tax returns is separate. See the price list.
| State fee | Online (e-signature) | On paper |
|---|---|---|
| Registering dissolution and the liquidator | €7.67 | €15.34 |
| Publishing the invitation to creditors | €10.23 | €20.45 |
| Registering deletion from the register | €7.67 | €15.34 |
Source: Tariff of state fees collected by the Registry Agency. Checked on 4 November 2026.
Tax, VAT and social security during liquidation
- NRA: the company notifies the National Revenue Agency before filing for dissolution and receives a certificate, which is attached to the application and is a condition for it to be examined. The liquidator also notifies the NRA that the liquidation has started.
- VAT: dissolution with liquidation triggers mandatory deregistration within 14 days, unless the company elects to stay registered until deletion by declaring so to the NRA or with the application to the Registry Agency.
- Corporate tax: returns are filed for the year of dissolution and for the final tax period, the last one within 30 days of deletion. Your accountant prepares them; we track the deadlines.
- NSSI: if the company had employees, payroll records and unclaimed employment record books are handed to the National Social Security Institute. Its certificate is a mandatory condition for registering the deletion.
Alternatives to liquidation
- Selling the company. A company without debts can be transferred to a new owner through a share transfer. It takes weeks rather than months, but the buyer will want proof that there are no liabilities.
- Keeping it dormant. If you may need the company again, it can stay registered and file an annual declaration of no activity. The cost is small, but the filing duties remain.
- Continuing the business. If the liquidation has started but assets have not been distributed, the owners can resolve to continue (art. 274 of the Commerce Act).
What is remote and what needs a visit
Remotely
A- We prepare the resolutions, the notice to creditors and every application, and file them online with a qualified electronic signature under a power of attorney. You review each document in English before signing.Source: Commercial Register and Register of Non-Profit Legal Entities Act, Registry Agency e-services portal
- The notification to the National Revenue Agency (NRA) before dissolution can be filed electronically; the NRA issues its certificate within 60 days. The payroll hand-over application to the National Social Security Institute (NSSI) is filed at its territorial office. We prepare both.Source: Tax and Social Security Procedure Code (art. 77, notifying the NRA on dissolution), Social Security Code (art. 5 para 10, handing payroll records to the NSSI)
At a notary
B- The liquidator's consent and specimen signature are certified by a notary (art. 266 para 3 of the Commerce Act). The power of attorney for us is usually notarised as well.Source: Commerce Act (Търговски закон)
At a bank
C- The company account stays open while the liquidator settles debts and collects receivables. It is closed after the remaining assets are distributed; whether that needs a visit is up to the bank.
If you are abroad
D- Documents signed outside Bulgaria are certified by a local notary and carry an apostille (Hague Convention countries) or are legalised, then translated into Bulgarian. A Bulgarian consulate can also certify signatures.Source: Hague Apostille Convention (HCCH)
Questions about liquidation
01Can I close a company that has debts?
Debts are paid during the liquidation from the company's assets. If the assets are not enough, liquidation is not available: the liquidator must apply for insolvency proceedings instead. We review what the company owes before we start.
02Who can be the liquidator?
By law the manager is the liquidator unless the owner or the general meeting appoints someone else. The liquidator represents the company during the procedure and carries a manager's liability. The liquidator's consent and specimen signature are notarised.
03Do I need an accountant?
Yes. The law requires an opening liquidation balance sheet with a report, annual closing while in liquidation, a final balance sheet and tax returns for the final period. We run the procedure at the Commercial Register; your accountant prepares the balance sheets and returns.
04Can I liquidate my Bulgarian company without travelling?
In most cases yes. We prepare and file everything under a power of attorney. The liquidator's signature is certified by a notary abroad with an apostille, or at a Bulgarian consulate. The NRA and NSSI certificates are also obtained under a power of attorney.
05How long does it take in total?
Standard liquidation usually takes 8 to 10 months: up to 60 days for the NRA certificate, the six-month waiting period for creditors, then the NSSI certificate, final balance sheet and deletion. The fast track takes about 4 to 5 months.
06What happens to the VAT registration?
Dissolution with liquidation is a ground for mandatory VAT deregistration within 14 days, unless the company elects to stay registered until deletion, for example to sell assets with VAT. You decide with your accountant; we prepare the documents either way.
07Can I change my mind after the liquidation has started?
Yes, as long as the distribution of assets has not begun. The owners resolve to continue the business and the liquidator files that resolution with the Commercial Register.
Next step
Ready to close the company?
Send a short enquiry. We reply with a final price, the realistic timeline and what we need from you.