Closing or Liquidating a Bulgarian Company: 2026 Guide

When founders close a Bulgarian company

• Pivot or relocation
• Sale of business assets, not shares
• Inactive shell no longer worth the EUR 1,000-2,000/year in compliance
• Founder retirement

Doing it properly matters because an unclosed inactive company keeps accruing fines, accountant fees, and tax filings.

Two routes

1. Voluntary liquidation (доброволна ликвидация)

The standard, clean route. Steps:

1. Shareholders' resolution to dissolve and appoint a liquidator (often the existing director)
2. File the dissolution decision with the Commercial Register
3. Publish a creditor notice in the Commercial Register (creditors have 6 months to file claims)
4. Liquidator settles debts, collects receivables, sells assets
5. Prepare liquidation balance sheet and tax filings
6. NRA tax clearance — obtain certificate of no tax debts
7. Distribute residual assets to shareholders
8. File deregistration application; Commercial Register strikes the company off
9. Archive accounting records for 10 years (50 years for payroll)

Total elapsed time: minimum 6-9 months due to the creditor-notice period.

2. Insolvency / bankruptcy

Mandatory when the company is insolvent or over-indebted. Court-supervised; directors face personal liability if they fail to file in time (within 30 days of insolvency). Much slower and more expensive; avoid by liquidating voluntarily while solvent.

Costs to budget

Item	Cost (EUR)
State fees (dissolution + deregistration)	~100
Liquidator compensation	0 if founder; 500-1,500 if external
Accounting through closure	600-2,000 total
Legal review	500-1,500
NRA tax clearance assistance	200-600

Tax treatment of distributions to shareholders

• Repayment of capital: tax-free
• Distribution of retained earnings: treated as dividend → 5% withholding
• Distribution of liquidation surplus above paid-in capital: 5%

Common mistakes

• Forgetting to deregister for VAT before company deregistration → blocked deregistration
• Distributing assets before NRA clearance → liability for unpaid taxes lands on the liquidator
• Letting the company "die quietly" → fines accumulate, director personally liable for missed filings, blacklisting from future Bulgarian incorporations

Faster alternatives

• Sell the shares to an incoming buyer — often faster than liquidation if the buyer wants the entity (UIC, history, VAT number)
• Conversion into another form (e.g. EOOD → OOD or vice versa) — if the goal is restructuring rather than exit

Bottom line

A clean liquidation takes about 9 months and EUR 1,500-4,000 all-in. Skipping the process is more expensive in the medium term — annual filings, fines, and personal director liability all keep accruing on a "dead" company until it is formally struck off.