No-Activity Declaration in Bulgaria — Who, When & How (2026)

What you will learn

• Which enterprises must file a no-activity declaration and which are excluded
• What exactly constitutes “no activity” under § 1(30) of the Accountancy Act
• The deadline and where to file (Commercial Register and NSI — separate forms)
• Step-by-step procedure with required documents
• Why the declaration is filed once and when a new filing becomes necessary
• The difference between a no-activity declaration and annual financial statements
• Ongoing obligations that remain in place (VAT, CITA zero return)

Who Must File (Accountancy Act, Art. 38(9)(2))

Must file:

• All commercial companies — EOOD, OOD, EAD, AD, KDA, etc.
• Branches of foreign traders
• Associations and foundations (NGOs)
• Community centres (chitalishta)
• Cooperatives
• Sole traders (ET) subject to mandatory independent financial audit

Do NOT file:

• Sole traders (ET) that are not subject to mandatory audit — they have no obligation to file either AFS or a no-activity declaration

What “No Activity” Means (Definition)

Under § 1(30) of the Additional Provisions of the Accountancy Act, for an enterprise to qualify as “with no activity”, the following conditions must be met simultaneously:

1. No commercial transactions were concluded under Art. 1(1) of the Commercial Act
2. No conditions arose for the recognition of revenue under the Accountancy Act
3. No production, sales, or investment activities were carried out
4. No goods or services were acquired for the purpose of generating revenue or profit

When a company is deemed to HAVE activity (even without its core business)

• Receiving bank interest on a current account — constitutes revenue
• Accruing depreciation — if the company holds fixed assets
• Leasing out property — even to a related party
• Selling an asset — disposal of a vehicle, equipment, or property
• Receiving dividends from another company

Deadline and Where to File

Commercial Register

• Deadline: 1 January to 30 June 2026 (for reporting year 2025)
• How: via Application Form G3, filed electronically or on paper
• State fee: EUR 0 — no fee for publishing a no-activity declaration
• Who may file: the managing director, a lawyer with power of attorney, or another authorised person. Accountants may NOT file no-activity declarations.

National Statistical Institute (NSI)

• Deadline: the same — by 30 June 2026
• Form: Appendix No. 11 (a different form from the Commercial Register version)
• State fee: EUR 0

Note: Filing with the Commercial Register and with the NSI are two separate obligations with different forms.

Step-by-Step Procedure

Step 1: Verify that the company meets the “no activity” definition

Confirm that all four cumulative conditions were met for the entire 2025 calendar year.

Step 2: Check whether a declaration was already filed for a previous period

If you already filed a no-activity declaration for 2024 (filed in 2025) and the company did not resume business activity — no new declaration is required.

Step 3: Prepare the required documents

For filing with the Commercial Register:

1. Application Form G3 — completed and signed
2. No-activity declaration under Art. 38(9)(2) ZSch — prescribed form
3. No-activity declaration with redacted personal data — for public disclosure
4. Declaration under Art. 13(4) of the Commercial Register Act
5. Declaration under Art. 13(5) — only if filing through a representative
6. Power of attorney — if filing through an authorised person

For the NSI: Declaration in the prescribed form (Appendix No. 11).

Step 4: Submit the documents

Electronically (with a qualified electronic signature), on paper at the Registry Agency, or for the NSI — by email or through the “Business Statistics” system.

Step 5: Obtain confirmation

After publication in the Commercial Register, verify in the electronic system that it has been successfully recorded.

One-Off Filing — Not Every Year

The no-activity declaration is filed ONCE — for the first reporting period in which the company did not carry out business activity.

How it works in practice

• 2025: Company did not carry out activity in 2024 → files a declaration by 30 June 2025
• 2026: Company also did not carry out activity in 2025 → does NOT file a new declaration
• 2027: Company carried out activity in 2026 → files AFS for 2026
• 2028: Company again did not carry out activity in 2027 → files a new no-activity declaration

Difference from Annual Financial Statements

Ongoing Obligations (VAT, CITA Zero Return)

VAT

If the company is VAT-registered, it must continue to file monthly VAT returns with zero values. VAT registration does not lapse automatically. To deregister, file a voluntary deregistration application under Art. 108 of the VAT Act.

CITA — zero annual tax return

A company with no activity is not required to file an annual tax return under Art. 92 CITA if it had no revenue or expenses and owes no taxes. If there were even minimal movements (bank charges, depreciation), a zero return may be necessary.

Real estate tax

If the company owns real property, real estate tax is due regardless of whether the company is active.

Manager’s social security contributions

If the managing director receives remuneration, social security contributions are due. If no remuneration and no work — no contributions, but document the absence of management activity.

Employment contracts

If the company has any employees, it is carrying out activity and cannot file a no-activity declaration. All employment contracts must be terminated before filing.

Frequently Asked Questions

Conclusion

The no-activity declaration is a relatively straightforward procedure, but it carries nuances: the definition of “no activity” is strict; the declaration is a one-off filing; it must be submitted in two places using different forms; and several obligations (VAT, real estate tax) continue to apply while the company is dormant.

If you have questions about your company’s status or need assistance with filing, the Innovires Legal team is at your service.

This article is for informational purposes only and does not constitute legal advice. For questions specific to your situation, please consult a qualified lawyer. Information current as of 26 March 2026.