Company liquidation in Bulgaria is a process that closes a company down and removes it from Bulgarian Commercial Register.

The winding up of the Bulgarian company goes through several stages and takes not less than 8 months.

First of all, the company must submit a notification under Art. 77 of the Tax and Social Insurance Procedure Code to the territorial directorate of the National Revenue Agency governing the registered office of the company.

The National Revenue Agency issues a certificate of completed notification within 60 days of the notification receipt date.

It should be borne in mind that in case of forthcoming liquidation, the tax authority starts an audit. Where the tax and social-insurance account of the company, the business and accounting documents thereof and other available data invite the conclusion that the company owes taxes or compulsory social security contributions, the NRA may impose precautionary measures on its property.

As well, the winding up of a company is one of the grounds for compulsory VAT deregistration, unless the legal entity decides to remain registered under the date of deregistration from the Commercial register. For detailed information please read ‘VAT Deregistration in case of Bulgarian company liquidation’.

The second step of a company liquidation in Bulgaria is the submission of the application for liquidation to the Commercial Register.

The liquidator of the company submits the following documents to the Commercial Register:
  1. Standard form application for liquidation;
  2. Minutes of the General Meeting of the partners in Ltd. or of the sole owner of the capital respectively;
  3. Invitations to the partners in Ltd. to hold the General Meeting;
  4. Notary certified signature sample of the liquidator;
    5. Certificate under Art. 77 of the Tax and Social Insurance Procedure Code;
  5. Standard form affidavit by the liquidator that the circumstance to be registered with the Commercial Register are true and genuine;
  6. Power of attorney issued to the lawyer that shall file the documents with the Commercial Register;
  7. Bank receipt evidencing the payment of the statutory fee.

Usually, the manager of the company is appointed as liquidator. However, there is no obstacle to appointing one of the partners or a third party as liquidator. As well, when there are several liquidators they represent the company only jointly.

The time limit for completion of the liquidation cannot be shorter than 6 months. This time limit runs from the date of announcement of the notice to the creditors in the Commercial register. If necessary, the specified period may be extended.

The next step of a liquidation procedure is the announcement of a notice to the creditors in the Commercial register. The liquidator invites the creditors of the company to claim their receivables.

During the time limit for completion of the liquidation, the liquidator completes any pending transactions, collects the receivables, liquidates the remaining property and satisfies creditors’ claims. The liquidator concludes new transactions only if such are required by the liquidation. As well, the liquidator submits to the Bulgarian National Social Security Institute the payrolls of the employees (employment contracts, supplementary agreements, orders of appointment, additional agreements/orders of reappointment, orders for using unpaid leave that exceeds 30 working days in one calendar year, orders for termination of employment contracts). The control bodies of the National Social Security Institute carry out an inspection for due social security contributions. The National Social Security Institute issues a certificate on delivery of the payrolls.

The liquidator prepares opening and final liquidation balance sheets, as well as a report explaining the balance sheet.

When all the payables have been settled and the remaining property has been distributed among the partners, the liquidator requests deregistration of the company with the Commercial register.

The documents to de-register the company are as follows:
  1. Standard form application;
  2. Certificate under Art. 77 of the Tax and Social Insurance Procedure Code issued by the National Revenue Agency;
  3. Certificate on delivery of the payrolls issued by the National Social Security Institute;
  4. Minutes of the General Meeting of the partners in Ltd. or of the sole owner of the capital respectively;
  5. Invitations to the partners in Ltd. to hold the General Meeting;
  6. Declaration under Art. 273, para. 1 of the Commercial Act by the liquidator;
  7. Standard form affidavit by the liquidator that the circumstance to be registered with the Commercial Register are true and genuine;
  8. Power of attorney issued to the lawyer that shall file the documents with the Commercial Register;
  9. Bank receipt evidencing the payment of the statutory fee.

The final step of a company liquidation in Bulgaria is the submission of a tax return on the last tax period. It shall be submitted within 30 days from the date of deregistration of the company. The last tax period of any company dissolved through liquidation commences on the 1st day of January of the year in which the deregistration was effected and ends on the date of deregistration.

The company is liable to corporation tax in respect of the tax profit realized during the last tax period. The liquidator declares and remits the tax due for the said tax period as withheld from the property of the company.

If you want to close your business in Bulgaria and to de-register your Bulgarian company, our team will support and advise you at every stage of the liquidation process. We also offer competitive prices with no hidden fees.

For more information or legal assistance please do not hesitate to contact us by e-mail: office@kgmp-legal.com or call us on: +359 2 851 72 59.


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