We review the company’s status and outstanding obligations, assess the appropriate closure route and coordinate the documents for each stage.
ARG worked with a company that wanted its Bulgarian liquidation organised properly from the outset. ARG first examined the wider company position before implementing the work, helping avoid conflicting documents and unnecessary repeat filings. The completed task left the client with a clearer file and a more manageable process for maintaining the records involved.
That experience reflects the practical question behind company closure in Bulgaria. Dissolution, liquidation and deletion from the Commercial Register are separate stages, and the right sequence depends on the company’s assets, liabilities, creditors, tax position, records and employees. A structured review can also show whether the cumulative conditions for fast-track liquidation are actually met.
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Provide current accounts, assets, debts, guarantees and disputes. Ordinary liquidation must be distinguished from insolvency or over-indebtedness.
Identify the competent decision, period, liquidator and notarised consent/specimen. Arrange access to accounting, banking, originals and correspondence.
Check every Article 274a condition, including never-held statuses or more-than-twelve-month cessation dates, public debts and the specified proceedings.
Plan notifications, publication, settlement and payroll archives. Ordinary distribution waits at least six months; the qualifying fast route uses three.
Closing sales, dismissing staff or emptying the bank account does not terminate the company’s legal existence. Dissolution establishes the legal basis for winding up; liquidation is the period for completing transactions, collecting receivables and settling liabilities; deletion is requested when the statutory completion conditions are met. The company remains responsible for its obligations during that process. Articles 266–273 of the Commercial Act set the ordinary sequence and the liquidator’s duties.
Dissolution is the decision point. For an LLC and a joint-stock company, the shareholders’ meeting sets the liquidation period. For the other company types covered by the rule, the relevant unanimous decision of the unlimited-liability partners does the same. That matters because the company is not yet “closed” at that moment. It is only moving from active trading to orderly wind-up.
Liquidation is the operational phase. The company continues to exist, but only so far as needed to finish its affairs. That is why the service is not just a filing exercise. ARG has to look at the wider company position first, because unresolved assets, unpaid obligations, records, or internal approvals can affect whether the company is actually ready to enter liquidation and what documents should be filed.
Deletion is the end result. It is the moment when the company is struck from the Commercial Register and ceases to exist as a registered legal person. In practical terms, that is the point at which the closure is complete. Until then, the company remains in a legal process of winding up.
A common misunderstanding is to treat “closing the company” as if it were only a register filing. That is not how Bulgarian law works. The law requires a sequence because creditors, public obligations, and the company’s remaining property have to be dealt with before the company disappears from the register. If you skip straight to paperwork, you risk repeating filings or discovering late that the company still has matters that must be cleaned up first.
Closure in Bulgaria is a legal process, not just a document set.
Before choosing liquidation, establish whether the company can meet its liabilities, what assets it owns and what remains to be completed. A shareholder loan is still a creditor claim even if the lender is also the owner. Identify leases, customer advances, guarantees, tax exposure and disputes as well as recorded supplier balances. An inactive company can still require substantial winding-up work, and insolvency cannot be solved by simply choosing the ordinary closure form.
The practical next step is to collect the company’s current status, ownership decision, latest accounting position, creditor picture, and any ongoing proceedings before choosing the filing route. That lets ARG determine whether the company is ready for liquidation or whether it needs cleanup work first.
Article 274a of the Commercial Act provides a fast procedure for a company dissolved by the competent member/shareholder decision and with a separate decision to use that procedure. Every statutory condition must be satisfied and supported by the liquidator’s declaration. The route is based on the company’s actual history and current liabilities or proceedings; it is not available merely because owners want an earlier deletion date.
The company must have all of the following facts in place.
These are not alternative routes. They are a single package of eligibility conditions. The legal value of that structure is simple. Fast-track liquidation is meant for a company that is already dormant and clean of the listed public and enforcement risks. It is not a shortcut for a company that still has active obligations or unresolved disputes.
The liquidator declares the Article 274a circumstances with the application for cessation and liquidation. Verify the dates of the last activity, last employment termination and VAT deregistration against records, then check public debts and proceedings. “More than twelve months” should not be shortened to “twelve months or more”. Where the company has never had one of those statuses, establish that history instead of inventing a deregistration date.
This is exactly where structured legal review saves time. A company may look dormant from the outside, but one missing item can make the fast-track route unavailable. For example, a company may have stopped trading a year ago, yet still have an outstanding public debt or a pending NRA assessment case. In that case, the fast-track path is not available, even if everything else looks dormant.
ARG’s practical job is to test the whole eligibility set before the filing decision. That means checking whether the company is truly inactive, whether its employment and VAT status match the rule, and whether there are any public debts or proceedings that defeat the special route. If the facts support fast-track liquidation, the file can be planned around that route from the start. If not, the company should be directed to the ordinary liquidation process instead of discovering the problem after the application has been prepared.
Arrange a complete records handover before the owner leaves or management access is cancelled. Include bank mandates, contract originals, accounting exports, creditor addresses, loan terms and the contact person for official correspondence. A foreign owner may remain involved in required member decisions, but the liquidator must be able to perform the actual winding-up duties in the company’s name.
If the statutory insolvency or over-indebtedness conditions arise, Article 626 imposes a thirty-day duty to request insolvency proceedings on the relevant persons, including the liquidator. Do not use an unverified “no debts” statement to move assets to owners. Obtain current accounts and payment information, identify due obligations and assess the legal condition promptly. Article 272a addresses the interaction when insolvency proceedings open during liquidation.
Tell us where you live, how your business works and what you want to change. We will help you identify the questions to resolve and the next steps to consider.
Agree the competent dissolution decision, liquidator, liquidation period and access to company records. Article 266 requires the liquidator’s registered appointment and notarised consent with signature specimen. For several liquidators, Article 269 provides joint representation, which should be reflected in banking and document execution. The B6 procedure records the relevant circumstances; the underlying decision and powers must already be valid.
For the pre-filing notice, the National Revenue Agency says the trader or applicant must notify the relevant territorial directorate before submitting the company termination and liquidation application to the Registry Agency, and the certificate for that notification is issued within 60 days. That step is separate from the Commercial Register deletion. It is a tax-administration control point, not the act that ends the company. In practice, this means you should not treat the liquidation filing as the first contact with the authorities if the company is being closed through the ordinary route. NRA notice guidance
The Registry Agency’s current closure guidance adds the operational logic. It places termination of activity first, then the notices to the NRA and the National Social Security Institute about the coming deregistration, then the liquidation publication, then the creditor invitation, and finally the deletion from the Commercial Register. That guidance is practical rather than statutory, but it is useful because it shows how the file is actually handled by the authorities. If you skip the sequence and file documents out of order, you can create avoidable delays or duplicate submissions. Registry Agency guidance
For a client, the real question is not just where to file. It is which documents have to be ready before the filing can move cleanly. ARG would normally check the termination decision, the liquidation appointment, the pre-filing NRA notice position, and whether the company facts support the ordinary route or the fast-track route under Article 274a TZ. If the company is already eligible for fast-track liquidation, the file also needs the liquidators’ declaration on those conditions. If it is not eligible, the ordinary sequence remains the safer path.
A useful way to think about it is this. The register filing starts the public liquidation record, the creditor invitation protects third parties, and the tax notice and certificate show that the closure is not being pushed through without the required administrative steps. The legal result is smoother when those pieces are aligned before the B6 application goes in. The next decision is therefore whether the company file is ready for submission now, or whether it needs a short pre-filing cleanup first.
Under Article 267, known creditors receive written invitations and the invitation is published in the Commercial Register. Article 272(1) permits ordinary liquidation distributions only after six months from that publication. This is a minimum before distribution, not a rule that an unpresented known debt disappears at six months. Article 272(2) requires the amount for a notified non-claiming creditor to be deposited in a bank in that creditor’s name; a disputed obligation requires security before distribution under paragraph 3.
The timing matters because company assets cannot be distributed as if no creditors exist. The liquidation mechanism ties distribution to the expiry of the creditor-claim period, and the 2024 amendment added a special fast-track rule under Article 274a TZ that still requires at least three months from publication of the creditor invitation in the Commercial Register before property may be distributed. So even where the company qualifies for the faster route, the liquidators do not get an immediate free hand to divide cash or property. State Gazette amendment
That distinction is commercially important. A company may have sold assets, collected receivables, or hold remaining cash, but those funds still sit inside the liquidation discipline until the creditor period has run its course. If there are known claims, the liquidator must deal with them before any final distribution. If there are no claims, the legal waiting period still protects the process and keeps the deletion file defensible.
If your company has any meaningful asset base, the timing of the creditor invitation affects when you can realistically expect final distribution and deletion. It also affects how soon shareholders can treat the company as economically finished. The liquidation can be underway, but the value cannot be extracted prematurely. That is why ARG would normally look at the company balance sheet, known debts, and outstanding contracts before deciding whether the ordinary route or the fast-track route makes commercial sense.
For the fast procedure, Article 274a(2) reduces the publication-to-distribution minimum to three months. Other liquidation obligations remain unless a special rule changes them. Therefore neither the ordinary six-month minimum nor the fast three-month minimum is a promise that the company will be deleted on that exact date. Outstanding assets, creditor issues, records and statutory confirmations still need completion.
Identify whether the company currently employs staff or employed them in the past, and where the payroll and service records are held. The National Social Security Institute, NSSI/НОИ, has a separate role concerning an employer closing without a successor and the required archive documentation under the Social Security Code. A company with no employees today may still hold historic payroll records. Include that history in the closure plan instead of treating the archive step as relevant only to current staff.
Employee dismissal, payment of final entitlements, reporting and preservation or handover of employment records are distinct actions. Inventory payroll statements and supporting service records, identify missing periods and establish which person can supply originals. Coordinate the required NSSI document with the applicable ordinary or fast procedure. The liquidator’s corporate appointment does not itself complete those employment and social-security obligations.
Article 270 requires an opening liquidation balance and explanatory report, and annual closing and reporting during liquidation. Keep the accountant, bank access and correspondence arrangements available while assets and liabilities are being settled. Closing the account too early can prevent payment of a creditor or receipt of a refund; ending bookkeeping before deletion can leave the final figures unsupported.
ARG coordinates the corporate documents and the closure schedule with the financial and employment records. Provide the latest accounts, debt and asset lists, employee history, VAT status and pending proceedings at the outset. The completion file should explain what was collected, sold, paid, secured or distributed and preserve the records needed after deletion. This makes the final application the documented conclusion of the process.
Under Article 273, deletion is requested after liabilities have been settled and the remaining property distributed in accordance with the applicable rules. Keep evidence supporting that conclusion, including creditor communications, bank payments, asset realisations and the final financial record. A creditor can seek the statutory prohibition on deletion under Article 273(3) in the specified circumstances. If further liquidation acts are later required, Article 273(2) permits appointment of liquidators for them; deletion is not a device for concealing unresolved property.
Before closing accounts or terminating the address arrangement, confirm how final refunds, outstanding payments and official correspondence will be handled and recorded.
Under Article 22 of NSSI Instruction No5, updated on 25 August 2026, the handover certificate is issued electronically on the basis of the signed acceptance protocol. A company registered after 1 January 2000 that never employed anyone has a distinct certificate after the NSSI information-system check; missing payroll records are recorded as such. Do not present a missing archive as a history of no employees. The certificate is valid for twelve months, with a new certificate where deletion remains unfinished after expiry. Confirm the delivery route and retain the issued document in the closure file.
Compare the related procedures in this category, including their requirements and the stage at which you need them.
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