Closing an EOOD, OOD, or ET in Bulgaria doesn't happen with one filing. You go through two phases — first termination with liquidation (a 6-month minimum creditor-notice period), then deregistration from the Commercial Register. This guide walks through each step, the documents, the costs, and the common mistakes that drag the process out.
Closing a company — in brief
- Two phases: termination (liquidation entered) → 6-month creditor notice → deregistration.
- Minimum timeline: 6 months standard, 3 months for fast-track (no past activity or with already-published notices).
- Realistic timeline: 8-12 months end-to-end, including NRA, NSSI, banking, and accounting.
- State fees: ~€30-50 total when filing electronically.
- NRA notice under Art. 77 TIPC — filed before the deregistration application in the Commercial Register. The NRA issues an opinion within 60 days.
- Final tax return within 30 days after deregistration.
1Why the procedure is long
The law protects the company's creditors — before the company legally disappears, anyone it owes something to must have a chance to lodge a claim. That's why there is a mandatory 6-month notice period during which the company formally exists but is not actively trading.
When you want to stop activity but not close
- • Dormant company: keep it alive without activity — zero AFS, zero VAT returns. Cost: bookkeeping ~€50-100 per year.
- • Sale of company shares: faster than liquidation but requires a buyer and notarized transfer.
- • Conversion / merger: absorbing into another company (e.g. business consolidations).
- • Insolvency: when you can't pay debts — court procedure with a public trustee.
2Phase 1: Termination and liquidation
The first phase puts the company into liquidation mode, with no active trading, and starts the 6-month notice period.
Decision by the supreme body
For an EOOD, the sole owner signs a written decision. For an OOD, a general assembly is held with minutes. The decision specifies: termination, liquidator appointment with their fee, and liquidation period (min. 6 months).
Filing in the Commercial Register
File Form B6 to register the termination and liquidator. Attach the decision, a notarized signature specimen of the liquidator, and proof of fee payment. State fee: ~€8 electronically (~€15 on paper).
Notice to creditors
After registration, the liquidator publishes a notice to creditors in the Commercial Register. State fee: ~€8. The 6-month period (or 3 months in fast-track) runs from the publication date.
Name suffix
The company is marked with a suffix "in liquidation" in all correspondence, invoices, and official documents until deregistration.
Liquidator's actions
During the 6 months the liquidator: collects receivables, sells assets, notifies known creditors, terminates employment contracts, and pays liabilities. Only wind-down transactions are allowed.
3Notifications to NRA and NSSI
NRA — Art. 77 TPC
Before filing the deregistration application with the Commercial Register, the liquidator notifies the NRA territorial directorate.
- • NRA checks for liabilities and undeclared income.
- • May require taxes to be paid before deregistration.
- • Issues an opinion within up to 60 days of filing.
- • Without the opinion, the Registry Agency will not review Form A4.
- • If liabilities are found, deregistration is blocked until settled.
NSSI — for employees
If the company had employees, the liquidator must:
- • Notify NSSI of employment contract terminations.
- • Submit insurance books and payroll records to the NSSI archive.
- • Issue UP-2 and UP-3 forms to former employees.
- • Attach an NSSI certificate to the deregistration application.
Document archival
Accounting documents are kept for 10 years; payroll records for 50 years. The liquidator picks an archive provider and attaches the contract to the deregistration application.
4Phase 2: Deregistration from the Commercial Register
Once the 6-month period has passed and creditors are settled, the final deregistration follows.
Final and distribution balance sheets
The liquidator prepares a final balance sheet as of the end of liquidation and a distribution balance sheet for the residual assets between owners.
Closing decision
The sole owner / general assembly approves the final balance sheet and resolves to close the liquidation.
Deregistration application
The liquidator files Form A4 with the Commercial Register. Attachments: final balance, distribution balance, NRA and NSSI certificates, evidence of creditor notifications, archive contract. State fee: ~€15 electronically (~€30 on paper).
Deregistration
The Registry Agency reviews the filing within 14 days. Absent obstacles, the company is deregistered. The legal entity ceases to exist as of the deregistration entry date.
5Final tax return
Within 30 days after deregistration, a final corporate-tax return is filed for the period from 1 January to the deregistration date.
What the final return covers
- • Corporate tax on profit for the final period.
- • Liquidation surplus tax on distribution to owners — 5% on the positive difference between distributed amount and contributed capital (treated as a dividend).
- • VAT deregistration — a separate procedure (deregistration application).
- • Final VAT on remaining stock and assets (under Art. 111 VATA — VAT on inventory at deregistration).
6Costs and timeline
| Cost | Amount (€) | Note |
|---|---|---|
| State fee — termination | ~€8 | Form B6, electronic |
| State fee — creditor notice | ~€8 | Electronic |
| State fee — deregistration | ~€15 | Form A4, electronic |
| Archivist (documents) | €100-300 | One-off |
| Bookkeeper during liquidation | €300-600 | 6-12 months × €50-70/mo |
| Lawyer (optional) | €300-1,000 | Optional, speeds things up |
| Realistic total | ~€700-2,000 | for a standard EOOD without complications |
Standard timeline
8-12 months from decision to deregistration. 6 months minimum liquidation + 1-2 months NRA checks + 1-2 months final paperwork and filing.
Fast track
3-5 months when eligible (no active trading, no liabilities). Notice period is 3 months instead of 6.
7Common mistakes that drag the process out
1. Filing deregistration without the NRA opinion
Filing Form A4 without an attached NRA opinion under Art. 77 TPC triggers a Registry Agency refusal. File the notification first and wait up to 60 days for the opinion.
2. Late archive arrangement
Without an archive contract the A4 application gets refused. Contract with an archivist within the first 2 months of liquidation.
3. Open bank accounts
Closing a "company in liquidation" bank account often takes 2-3 weeks and requires specific documents. Start early.
4. Forgotten VAT deregistration
If the company is VAT-registered, deregistration is a separate procedure with the NRA. Without it, returns are still owed even after deregistration.
5. Unfiled prior-year AFS
If you have unpublished annual financial statements, the NRA refuses to issue the opinion. File all missing AFS before pursuing deregistration.
6. Assets remaining on the balance sheet at deregistration
If at the end of liquidation there are assets (real estate, equipment, receivables), they must be distributed to owners with tax consequences (5% on liquidation surplus). Plan ahead.
7. Counterparties not notified
Long-term contracts (rent, subscriptions, supply) must be terminated with prior notice. Otherwise auto-renewal after deregistration creates dangling obligations.
Calculate liquidation-surplus distribution tax
When the residual funds are distributed to owners, 5% tax is owed on the positive difference. Our calculators help:
Quick reference:
- • Art. 266-274 Commerce Act — termination and liquidation of companies.
- • Art. 77 TPC — NRA notice before deregistration.
- • Art. 31-36 LCR — Forms A4 and B6.
- • Accountancy Act — document retention (10 years).
- • Registry Agency portal:
portal.registryagency.bg