Company Liquidation in Bulgaria — Procedure, Timeline & Costs (2026)

What is liquidation and when is it needed?

Liquidation is governed by Chapter XVII of the Bulgarian Commercial Act (Art. 266–274a). It is a voluntary dissolution of a company initiated by its owners. Unlike insolvency proceedings, where a company cannot pay its debts, liquidation presupposes that the company has enough assets to cover all its liabilities.

The grounds for dissolution are listed in Art. 266 of the Commercial Act:

• Expiry of a fixed term (if the company was established for a specific period)
• Resolution of the shareholders
• Court decision upon a claim by the prosecutor
• Declaration of insolvency (in this case, insolvency proceedings apply instead)

In practice, the most common scenario is a voluntary dissolution by shareholder resolution. Common reasons include: the company has ceased operations, the owner has retired, the business model is no longer viable, or the company generates only administrative costs without revenue.

Under Art. 267(1), after the dissolution decision, the designation “in liquidation” is added to the company name. This remains until the company is deleted from the Commercial Register.

Two points deserve attention. First, dissolution is not the same as deletion. A dissolved company continues to exist as a legal entity until its deletion, but only for the purposes of the liquidation. Second, liquidation can be reversed and the company “revived” if the shareholders decide to continue operations before the distribution of assets has begun.

Liquidation vs insolvency: what is the difference?

If your company cannot cover its debts, liquidation is not the right procedure. In that case, insolvency proceedings must be initiated. The managing director is obligated to file for insolvency within 30 days of the onset of insolvency (Art. 626(1)). Failure to comply results in personal liability.

If you are considering setting up a company instead, see our article on company registration in Bulgaria.

Step by step: standard liquidation

The standard liquidation follows seven sequential steps. We will illustrate using the example of “AlphaTech” EOOD, a single-member LLC that has not conducted business for two years and whose owner wants to close it.

Step 1: Resolution for dissolution and appointment of a liquidator

The competent body adopts a resolution for dissolution. Depending on the company type:

• EOOD — the sole owner (by written resolution)
• OOD — the general meeting of partners (3/4 majority of capital)
• AD — the general meeting of shareholders (by minutes)

The dissolution resolution must appoint a liquidator and set a deadline for the liquidation (Art. 268(1)).

Step 2: Notification to the National Revenue Agency (Art. 77 DOPK)

Before registering the liquidation, you must notify the NRA. The NRA issues a certificate within a 60-day deadline. In practice, if the company has no liabilities, the certificate may be issued within 30–45 days.

Step 3: Registration of the liquidation in the Commercial Register

The liquidator files Application B6 with the Commercial Register.

State fee: 15.34 EUR for paper filing, 7.67 EUR for electronic filing.

Step 4: Invitation to creditors

The liquidator publishes an invitation to creditors via Application G1.

State fee: 10.23 EUR for paper filing, 5.11 EUR for electronic filing.

From the publication date, a 6-month period begins for creditors to submit claims. This period is mandatory and cannot be shortened.

Step 5: Liquidator’s activities during the liquidation period

1. Prepare an opening liquidation balance sheet
2. Complete any pending transactions
3. Collect receivables
4. Convert assets into cash (sell equipment, vehicles, real estate)
5. Settle liabilities to creditors, suppliers, and the tax authorities
6. File an application with the NOI to hand over payroll records (if the company had employees)

The liquidator bears personal liability for damages caused to the company or third parties (Art. 266(6)).

Step 6: Deletion from the Commercial Register

After the 6-month period, the liquidator prepares a final balance sheet, explanatory report, and activity report. If assets remain after settling liabilities, they are distributed among shareholders in proportion to their shares (Art. 272).

The liquidator files Application A4 for deletion.

State fee: 15.34 EUR for paper filing, 7.67 EUR for electronic filing.

Step 7: Tax return after deletion (Art. 162 ZKPO)

Under Art. 162(1) of the Corporate Income Tax Act, a tax return for the final tax period must be filed within 30 days of deletion.

Fast-track liquidation: the new alternative

Amendments adopted in September 2024 introduced a fast-track liquidation under Art. 274a–274c. It is designed for companies that are not conducting business and meet certain conditions.

Six cumulative conditions

1. No business activity for at least 12 months
2. No employees for at least 12 months
3. No VAT registration for at least 12 months
4. No outstanding public debts
5. No pending proceedings before the NRA
6. Not a defendant in court proceedings

Key advantages: a 3-month creditor period (instead of six), automatic notification of the NRA and NOI, and consequently lower costs.

Status as of March 2026: The fast-track liquidation is not yet operational. The deadline for the systems to become functional is no later than 30 June 2026.

Standard vs fast-track liquidation: comparison

Liquidation costs (2026, in EUR)

State fees

Total budget (fees + professional services)

Timeline: how long does it take?

Alternative: selling the company instead of liquidating

Before you start a liquidation, consider whether selling the company might be a better option.

Advantages of selling:

• Speed (1–4 weeks instead of 8–12 months)
• Potential income from the sale price
• No certificate under Art. 77 DOPK required
• No 6-month creditor waiting period

Disadvantages of selling:

• The seller may remain liable for pre-sale obligations
• A buyer must be found
• Tax implications: the difference between the sale price and nominal value is taxable

What you should not forget after deletion

1. Tax return under Art. 162(1) ZKPO — within 30 days of deletion
2. VAT deregistration — automatic upon deletion by the NRA
3. Handover of payroll records to the NOI — if the company had employees
4. Closing bank accounts — recommended before filing the deletion application
5. Termination of contracts — leases, telecommunications, software subscriptions, insurance
6. Document archiving — accounting and tax documents must be stored for 10 years
7. No need to redenominate share capital — upon deletion, the share capital ceases to exist

Frequently asked questions