Company liquidation procedure

A procedure of ‘closing’ of a trade company in Bulgaria is called liquidation of the company and this procedure is approved by the Trade Law of the Republic of Bulgaria which regulates all the requirements for starting and performing of the liquidation.

Description of the procedure

The procedure of liquidation requires a specific set of documents that has to be prepared in order the liquidation to be started and specific documentation submitted at different authorities during the entire process.

The liquidation starts with calling of a general meeting of the company during which meeting all the shareholders take the decision about starting of the liquidation, appoint a liquidator of the company and determine the term of the liquidation and etc.

The liquidation continues with submitting of the application regarding issuing of the certificate about starting of the liquidation of the company to the territorial directorate of the National Revenue Agency (NRA) where the company is registered.

Then a set of documents should be submitted at the Trade register at the Registry agency as the main goal is the Register itself, other companies and eventual creditors to be informed that the company is in a process of liquidation, who is the liquidator of the company and what is the term of the liquidation.

According to the effective Trade Law of the Republic of Bulgaria after registration of the decision about liquidation of the company at the Trade register the company’s representative should issue and send an invitation to all the creditors of the company. The Law says that all the creditors have 6 /six/ months to present their claims to the company that is going to be liquidated.

As it is the situation with other European countries, such term gives enough time for all third parties and creditors of the company to claim any rights and money if there are such due.

After expiration of 6 months, in case there are no presented claims from the creditors, the company’s representative can proceed with the deletion of the company from the Trade register.

In order this deletion to be made, the liquidator should receive documents issued by the National Social Security Institute of Bulgaria which should verify whether the company had employees.

This leads to other consequences if there were no contracts this means that there are no accountancy documents to be presented in regards with salaries paid and social securities.

If the company had an employee and has concluded a labor contract, our accountant will prepare specific documents that must be presented to the  National Insurance Institute stating that all the salaries and social securities of the employee have been paid properly as per the requirements of the law. It is necessary the company to prepare all the required accounting documents during the period of liquidation, which is minimum 6 months from the date of publishing of the invitation to all the creditors at the Trade register. During the process of liquidation the company has to prepare Balance Sheets – one at the moment of starting of liquidation and at the end of liquidation. Those documents are called the Starting Balance Sheet and the Final Balance Sheet.

In addition the company is still obliged to submit the annual Financial Report at the Trade register within the legal deadline as this obligation for each company is irrespective of the fact whether the company is in a process of liquidation or not.


For professional advice, please contact Kirilova Law & Associates.

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