Fast-Track Company Liquidation in Bulgaria — The New Procedure

What is fast-track liquidation?

The amendments to the Commercial Act, published in State Gazette No. 82 of 27 September 2024 and effective from 1 October 2024, introduced an entirely new instrument: fast-track liquidation proceedings. The rules are contained in three new provisions: Art. 274a, Art. 274b, and Art. 274c of the Commercial Act.

The purpose of this procedure is to provide a simplified and shortened process for closing companies that are, in practice, not carrying out any business activity. According to the Registry Agency, thousands of companies in Bulgaria are registered but have been inactive for years. They occupy resources in the Commercial Register, create administrative burden, and expose their owners to risk (for example, liability for unfiled annual financial statements, fines for missing tax returns).

Until the new procedure becomes available, the only option for closing such a company is the standard liquidation under Art. 266–273 of the Commercial Act, which takes a minimum of 8 months and typically 10–12 months in practice. Fast-track liquidation aims to reduce this to approximately 4 months and remove several procedural obstacles that make standard liquidation slow and costly.

Which companies can use this procedure? It is available to all types of commercial companies: EOOD (single-member LLC), OOD (multi-member LLC), AD (joint-stock company), EAD (single-member joint-stock company), variable capital companies, general partnerships, and limited partnerships. Sole traders (ET) are excluded and follow a different deletion procedure.

Warning: the procedure is not yet operational

As of 23 March 2026, fast-track liquidation CANNOT be used in practice. Although Art. 274a–274c of the Commercial Act are formally in force since 1 October 2024, the procedure requires electronic data exchange between the Registry Agency, the National Revenue Agency (NRA), and the National Social Security Institute (NOI). The technical systems for this exchange have not been built. The deadline for making them operational has been extended to no later than 30 June 2027.

This is a fact that many publications on the topic omit. If you file an application for fast-track liquidation with the Commercial Register today, it will be rejected because the Registry Agency is technically unable to notify the NRA and NOI electronically, as required by law.

What to do if you want to close a company now

Until fast-track liquidation becomes operational, the following options remain available:

1. Standard liquidation under Art. 266–273 of the Commercial Act — the standard procedure with a certificate under Art. 77 DOPK and a 6-month creditor period. Duration: 8–12 months.
2. Ex officio deletion by the Registry Agency — applicable in certain scenarios (for example, companies that failed to re-register), but this is not initiated by the owner and is not a universal solution.
3. Preparing for fast-track liquidation — you can take steps now that will allow you to use the procedure as soon as it launches. More on this below in this article.

If you need an assessment of which option is right for your situation, contact us for a consultation.

Six eligibility conditions

For fast-track liquidation to apply, the company must meet all six conditions under Art. 274a(1) of the Commercial Act simultaneously. Failure to meet any single condition makes the procedure unavailable, and the only alternative is standard liquidation.

1. No business activity for at least 12 months

The company must not have carried out any commercial activity or must have ceased its activity more than 12 months ago (Art. 274a(1)(1) of the Commercial Act).

In practice, this means the company must not have issued invoices, made sales, provided services, or entered into commercial transactions. Filing a declaration of no activity under the Accountancy Act (Art. 38(9)(2)) is supporting evidence but is not the only criterion the NRA will consider.

2. No employees for at least 12 months

The company must not have employed any workers or staff or must have terminated all employment contracts more than 12 months ago (Art. 274a(1)(2) of the Commercial Act).

This condition is verified by the NOI based on social security contribution data. It includes individuals on civil contracts (freelance agreements) if they were insured through the company. If you have employees, you must first terminate their employment contracts and wait out the 12-month period.

3. No VAT registration for at least 12 months

The company must not have been registered under the Value Added Tax Act (ZDDS) or must have deregistered more than 12 months ago (Art. 274a(1)(3) of the Commercial Act).

If your company is VAT-registered, you must file an application for voluntary deregistration under Art. 109 of the VAT Act and wait 12 months from the deregistration date. Companies that were never VAT-registered automatically meet this condition.

4. No outstanding public debts

The company must have no outstanding obligations to the state or municipalities (Art. 274a(1)(4) of the Commercial Act).

This covers taxes, social security contributions, fees, fines, and all other public receivables. Before filing your application, check your tax account on the NRA portal and verify that you have no outstanding obligations to the municipality where the company is registered (local taxes and fees).

5. No pending proceedings before the NRA

At the time of filing the application, there must be no ongoing proceedings for the assessment of tax liabilities or mandatory social security contributions involving the NRA (Art. 274a(1)(5) of the Commercial Act).

This means there must be no ongoing tax audit, cross-check, or other administrative proceedings under the Tax Procedure Code. If such proceedings are underway, they must be completed before filing.

6. No court or enforcement proceedings

The company must not be a defendant in court proceedings, a debtor in enforcement or order-for-payment proceedings, and no enforcement under the Special Pledges Act or the Financial Collateral Arrangements Act must have been initiated against it (Art. 274a(1)(6) of the Commercial Act).

Note that this condition applies to the company as a defendant or debtor. If the company is the claimant (i.e., it has filed a lawsuit against another party), this is not an obstacle. Check for pending cases against the company on the Supreme Judicial Council website and in the Central Debtor Registry.

Fast-track vs standard liquidation: comparison

The table below summarizes the main differences between the two regimes:

Criterion	Standard liquidation (Art. 266–273)	Fast-track liquidation (Art. 274a–274c)
Certificate under Art. 77 DOPK	Required (NRA issuance, typically 30–60 days)	Not required; NRA is notified automatically
Creditor period	6 months	3 months
NRA notification	By the applicant, with the certificate	Automatic, by the Registry Agency
NOI certificate	Filed by the liquidator	Application sent automatically by the Registry Agency
Eligibility conditions	No special conditions	6 cumulative conditions
Available for sole traders (ET)	Yes	No
Minimum duration	8–12 months	~4 months
Costs (electronic filing)	~45–65 EUR	~28 EUR
Status as of March 2026	Operational	Not yet operational

As the table shows, fast-track liquidation offers significant advantages in terms of timeline and costs, but it is only available to companies that meet all six conditions. For companies with ongoing activity, employees, or VAT registration, standard liquidation remains the only option.

Step by step: the fast-track liquidation procedure

Once the procedure becomes operational (expected by 30 June 2027), it will proceed as follows:

Step 1: Resolution of the competent body

The competent body of the company adopts a resolution for dissolution and for conducting fast-track liquidation proceedings. Depending on the company type:

• EOOD — the sole owner of the capital
• OOD — the general meeting of partners
• AD/EAD — the general meeting of shareholders
• General/limited partnership — the unlimited liability partners

The resolution must expressly state that fast-track liquidation proceedings under Art. 274a of the Commercial Act will be conducted. Failure to include this express reference is grounds for rejection by the Commercial Register.

The resolution also appoints a liquidator and sets the liquidation deadline, which may not be shorter than 3 months.

Step 2: Filing the application with the Commercial Register

The liquidator (or an authorized lawyer) files Application A4 (for OOD/EOOD) or Application V2.5 (for AD/EAD) with the Commercial Register.

When filing through a lawyer with a qualified electronic signature, notarization of the power of attorney is not required and the state fee is reduced by half.

Step 3: Automatic notification of the NRA and NOI

Upon receiving the application, the Registry Agency automatically:

• Notifies the NRA electronically about the filed application. The NRA has a 30-day deadline to provide information on the presence or absence of the conditions under Art. 274a(1)(1)–(5) of the Commercial Act.
• Sends the application under Art. 5(10) of the Social Security Code to the NOI. The relevant territorial division of the NOI issues a certificate confirming handover of payroll records within 30 days and sends it back to the Agency.

This is the key procedural advantage: the applicant does not need to communicate with the NRA and NOI directly. Building this electronic communication channel is precisely what requires the technical systems that are not yet functional.

Step 4: Decision on the application

The registration officer rules on the application after receiving the information from the NRA. If the NRA confirms that the conditions under Art. 274a(1)(1)–(5) are met, the liquidation is entered in the Commercial Register.

Step 5: Publication of the creditor invitation

After the liquidation is registered, the liquidator publishes an invitation to creditors to submit their claims. The invitation is published in the Commercial Register via Application G1.

The 3-month liquidation period runs from the date the invitation is published in the Commercial Register, not from the date the liquidation is registered. This distinction matters when planning your timeline.

Step 6: Deletion from the Commercial Register

After the 3-month period expires, creditor claims are satisfied, and remaining assets are distributed, the liquidator files an application for deletion of the company.

Upon registration of the deletion, the company ceases to exist as a legal entity.

Step 7: Filing a tax return under Art. 162(1) ZKPO

Within 30 days of the date the company is deleted from the Commercial Register, a tax return for the final tax period must be filed under Art. 162(1) of the Corporate Income Tax Act (ZKPO).

The final tax period covers the time from 1 January of the year of deletion to the date of deletion. If the deletion occurs before the deadline for filing the annual tax return for the previous year, that return must also be filed within the 30-day period.

Corporate income tax due is payable within the same filing deadline.

Required documents

For registration of the liquidation (Steps 1–2)

• Minutes/resolution of the competent body for dissolution, fast-track liquidation, appointment of a liquidator, and setting the deadline
• Notices convening the general meeting of partners/shareholders (where applicable)
• Notarized specimen of the liquidator’s signature
• Declaration by the liquidator under Art. 274a(1) and (3) of the Commercial Act confirming the eligibility conditions for fast-track liquidation
• Application under Art. 5(10) of the Social Security Code (NOI template)
• Declaration under Art. 13(4) of the Commercial Register Act (ZTRRYULNC) regarding the truthfulness of the declared circumstances
• Power of attorney (if the application is not filed by the liquidator personally)
• Proof of payment of the state fee

For the creditor invitation (Step 5)

• Application G1
• Text of the creditor invitation
• Declaration under Art. 13(4) of the Commercial Register Act
• Power of attorney (if applicable)
• Proof of payment of the state fee

For deletion of the company (Step 6)

• Application form (A4 for OOD/EOOD; V2.5 for AD/EAD)
• Minutes/resolution of the competent body approving the final balance sheet, explanatory report, liquidator’s report, release of the liquidator from liability, and distribution of remaining assets
• Notices convening the general meeting (where applicable)
• Final balance sheet and explanatory report
• Declaration under Art. 273(1) of the Commercial Act by the liquidator
• Declaration under Art. 13(4) of the Commercial Register Act
• Power of attorney (if applicable)
• Proof of payment of the state fee

For handover of payroll records to the NOI (if the company had employees)

If the company previously had employees, the liquidator must hand over to the NOI:

• Payroll records
• Employment contracts
• Appointment and termination orders
• Supplementary agreements
• Applications for unpaid leave exceeding 1 month

Costs

All amounts are in euros (EUR), since Bulgaria joined the eurozone on 1 January 2026.

Action	Electronic filing	Paper filing
Registration of liquidation	~10 EUR	~20 EUR
Publication of creditor invitation (G1)	~10 EUR	~20 EUR
Deletion of the company	~7.50 EUR	~15 EUR
Total (state fees)	~28 EUR	~55 EUR

Electronic filing is half the price. When documents are submitted through a lawyer with a qualified electronic signature, the reduced electronic fees apply.

In addition to state fees, budget for:

• Accounting services for preparing the final balance sheet and tax return
• Legal fees for document preparation and representation before the Commercial Register
• Notary fee for the liquidator’s signature specimen

With electronic filing through a lawyer and for a company with no assets or creditors, the total cost (fees + professional services) can be expected in the range of 150–400 EUR depending on complexity.

How to prepare now

Although fast-track liquidation is not yet operational, you can take concrete steps today to be ready to use the procedure as soon as the system launches. The key point: most of the six eligibility conditions require a 12-month period, which means the sooner you start preparing, the sooner you will be able to file.

Deregister from VAT

If your company is VAT-registered, file an application for voluntary deregistration under Art. 109 of the VAT Act. From the deregistration date, the 12-month period under Art. 274a(1)(3) of the Commercial Act starts running.

Keep in mind that upon deregistration, VAT is due on remaining assets (Art. 111 of the VAT Act), so evaluate the tax impact before filing.

Terminate employment contracts

If you have employees, terminate their employment contracts. Follow the procedures under the Labour Code: notice periods, severance payments, issuance of documents. The 12-month period under Art. 274a(1)(2) runs from the last termination.

Cease business activity

Stop issuing invoices, entering into contracts, and carrying out commercial operations. File a declaration of no activity under Art. 38(9)(2) of the Accountancy Act.

Settle public debts

Check your tax account on the NRA electronic services portal and settle all outstanding obligations. Also check for obligations to the municipality where the company is registered (local taxes and waste collection fees).

Resolve pending legal proceedings

If there are court, enforcement, or order-for-payment proceedings against the company, these must be concluded before filing the application. Explore options for settlement or voluntary payment.

Gather your documents

Prepare the payroll records and employment documents for handover to the NOI. Make sure the company’s accounting records are up to date.

Frequently asked questions

Conclusion

Fast-track liquidation is a long-awaited tool that will allow inactive companies to be closed in approximately 4 months instead of the current 8–12 months. The procedure removes the need for a certificate under Art. 77 DOPK, shortens the creditor period from 6 to 3 months, and reduces administrative burden through automatic data exchange between institutions.

As of today, however, the procedure is not operational and will not be until the technical systems are built (deadline: 30 June 2027). This does not mean you should wait passively. If you are planning to close an inactive company, the most practical approach is to start preparing now: deregister from VAT, terminate employment contracts, settle outstanding debts, and resolve any pending legal proceedings. This way, the 12-month periods will have elapsed and you will be able to use fast-track liquidation as soon as it launches.

If you need assistance with closing a company in Bulgaria, contact Innovires Legal. We will assess your situation, recommend the best approach, and guide you through the entire process.

This article is for informational purposes only and does not constitute legal advice. The content reflects the legislation in force as of 23 March 2026. For specific legal advice tailored to your situation, please consult a lawyer. Innovires Legal accepts no liability for actions taken solely on the basis of this publication.