Company Liquidation in Bulgaria: Standard Procedure (2026)

Voluntary liquidation is the orderly way to close a solvent Bulgarian company. It does not erase the company on the date its owners vote to stop: the OOD or EOOD remains a legal person, adds “in liquidation” to its name, and is represented by a liquidator while assets are collected, creditors are paid, tax and employment matters are closed, and any lawful residue is returned to the owners.

The sequence matters. An early owner distribution, a missing creditor notice, or an overlooked receivable can delay deletion and expose the liquidator or owners to claims. Standard liquidation is therefore a documented wind-down, not a dormant company left to expire.

This guide provides general information as at 1 August 2026. It is not legal, tax, accounting, employment, insolvency, valuation, or Registry advice for a particular company or owner.

Standard Liquidation at a Glance

Confirm That Liquidation Is the Right Route

The current Commercial Act lists several grounds for terminating an OOD: expiry of a fixed term, a partners' resolution, merger, insolvency, and specified court decisions. An OOD's voluntary resolution under Article 154 requires three quarters of the capital unless the company agreement sets a higher threshold. The sole owner decides for an EOOD. Company-specific termination grounds and reserved matters should also be checked.

Liquidation assumes that creditor claims can be paid or adequately secured. If cash-flow insolvency or over-indebtedness exists, owners cannot select voluntary liquidation as a way around the insolvency rules. The liquidator is among those obliged to seek insolvency proceedings within the statutory period when the test is met. Opening insolvency proceedings suspends liquidation; a final opening decision terminates it. See our company insolvency guide for that different creditor-controlled process.

The fast-track procedure introduced in Article 274a is also distinct. It has a three-month distribution barrier, but only for a company meeting every statutory condition, including the 12-month inactivity, employment and VAT-registration tests, no public debts, and no listed pending proceedings. An ordinary company cannot shorten the standard six-month period by choosing a short liquidation term. Although NSSI describes an inter-agency archive step for the fast procedure, applicants should confirm the Registry portal's live filing support before relying on that route.

Step 1: Plan the Decision and Notify the NRA

Before the B6 application for termination is filed, the company or applicant must notify the competent territorial directorate of the National Revenue Agency under Article 77 of the Tax and Social Security Procedure Code. The NRA service page states that the notification is free and the certificate is issued within 60 days of receipt. Filing is available with a qualified electronic signature, at the competent NRA office, or through a licensed postal operator.

This is a pre-filing control, not a seven-day notification after the liquidation has already been registered. Article 77 fixes the order relative to B6: the notice and certificate come before the Registry application, but the notice itself does not terminate the company. To reconcile the certificate's possible 60-day processing period with the general seven-day Registry deadline, a clean voluntary file normally notifies the NRA first, obtains the certificate, then adopts a current owner resolution and submits B6 within seven days. If a termination resolution already predates the certificate, do not assume that waiting for the NRA suspends the Registry deadline; obtain case-specific advice on the filing or a fresh corporate decision.

The OOD meeting—or the sole owner of an EOOD—should resolve the termination, appoint the liquidator, set the liquidation term and remuneration, and authorise the necessary filings. Article 156 makes the current manager the default liquidator unless the company agreement or corporate decision appoints someone else. A different professional may be prudent where assets, litigation, employee claims, foreign owners, or conflicts make the wind-down complex.

Step 2: Register the Liquidation and Invite Creditors

The initial B6 package commonly includes the termination and appointment resolution, evidence of the required majority and form, the Article 77 certificate, the liquidation term, and the liquidator's notarised consent and signature specimen. Authority documents and statutory applicant declarations are added as applicable. The official B6 portal guide shows the electronic workflow; fields 501 and 502 record the term and liquidator.

The base fee under the Registry Agency's current fee tariff is EUR 7.67 for an electronic change filing or EUR 15.34 on paper. The creditor invitation is normally announced with G1, whose publication fee is EUR 10.23 online or EUR 20.45 on paper. The final A4 deletion is another entity change filing and normally attracts the corresponding change fee. Combined filings and later B6 changes can attract further portal-calculated fees.

Registration replaces the manager's executive role with the liquidator's powers, and the company name must include “in liquidation”. Where several liquidators are registered, Article 269's default is joint representation, so the resolution and Registry data should match the intended signing arrangement.

Article 267 requires two creditor communications: the invitation must be announced in the Commercial Register and known creditors must receive written notice. Preserve a creditor schedule and evidence of delivery. The public notice does not excuse silence toward a landlord, lender, supplier, employee, tax authority, litigant, or other creditor already known from the books or files.

Step 3: Inventory, Collect, Sell, and Settle

The liquidator completes current transactions, collects receivables, converts remaining property into money, and pays creditors. New transactions are permitted only where required for the liquidation. A practical opening file should include:

• bank accounts, cash, receivables, inventories, equipment, property, intellectual property, deposits, investments, and related-party balances
• contracts, subscriptions, leases, security interests, guarantees, licences, disputes, enforcement files, and limitation dates
• tax, VAT, customs, payroll, social-security, municipal, and employee exposures
• all known creditors, disputed claims, contingent liabilities, and the evidence supporting reserves

Obtain defensible valuations and record the commercial reason for material asset sales, connected-party settlements, write-offs, and transfers in kind. Article 268 permits transfer of particular liquidation assets to owners or creditors only with the required consents and without harming others. Title, VAT, corporate-tax, local-tax, and transfer-form requirements still apply; “distribution” is not a universal substitute for a properly documented conveyance.

For a known creditor who does not claim, the amount due is deposited in a bank in that creditor's name. A disputed obligation requires security before the residue can be distributed. Since 2024, a qualifying claimant may also ask the district court to prohibit deletion while a claim, payment-order request, enforcement title, or specified extra-judicial enforcement remains live.

Employees, Tax, VAT, and Accounts Continue

Liquidation does not make employment duties disappear. Plan lawful termination grounds and notices, final salary and unused-leave payments, severance where due, payroll and social-security filings, delivery of employment records, and any collective consultation obligations. Keep adequate cash until every amount and correction is known.

The company remains a taxpayer until deletion. Corporate-tax returns and payments continue under the ordinary rules while liquidation runs; the NRA's corporate-tax filing guidance also requires the return for the final tax period within 30 days after deletion. VAT registration does not vanish merely because liquidation begins. Termination with liquidation is a deregistration ground, but the current NRA VAT guidance allows the company to elect to remain registered until deletion. The election is made by a declaration to the NRA within 14 days of the relevant circumstance or through the Registry termination application; the liquidator is jointly liable for VAT due during that continuation. Analyse deemed supplies or adjustments on remaining assets and VAT on disposals before choosing the timing.

Article 270 requires an opening balance at termination and an explanatory report. At every year-end during the liquidation, the liquidator completes annual closing and presents annual financial statements and an activity report to the competent corporate body. Applicable financial statements and reports must still be published. Our annual financial statements guide explains the recurring Registry cycle.

Payments to owners need a separate tax memorandum. A liquidation share may create final tax for an individual on the positive difference over documented acquisition cost. A distribution to a foreign legal person may engage Bulgarian withholding tax, the EU/EEA exemption, or treaty relief. The NRA's foreign-company income guidance should be applied to the owner's actual residence, beneficial entitlement, and documentation—not assumed from a foreign address.

Respect the Six-Month Distribution Barrier

Article 272 permits distribution only after six months have passed from the date the creditor invitation was announced. Six months is a floor, not the promised completion date. No owner payment should be made merely because the period ended: all known liabilities must first be paid, deposited, or adequately secured and sufficient reserves must remain for tax, costs, disputes, and final filings.

An interim distribution after the barrier may be possible on the facts, but it needs current accounts, a conservative claims reserve, equal treatment under the ownership arrangements, and documented approval. An unlawful distribution can produce restitution, damages, tax, and creditor claims. The company bank account should remain open until the last payment, tax remittance, and Registry expense has cleared.

Liquidation can still be reversed before distribution starts. Under Article 274, the competent body may resolve to continue the company and the liquidator files that continuation through B6. An OOD needs unanimity for this decision, not the three-quarter majority used for voluntary termination. Once distribution has begun, this statutory continuation route is no longer available.

Step 4: Final Accounts, Archives, and Deletion

Once assets are realised or lawfully allocated, creditors protected, and the residue determined, the liquidator prepares the closing balance, explanatory report, and final report. The partners or sole owner approve the accounts, distribution and release of the liquidator. The liquidator then applies for the OOD or EOOD's final deletion with A4. B6 is used to register and manage the liquidation circumstances; it is not the entity-specific final deletion form.

The Registry Agency's A4 portal guide confirms the entity-specific form. The final package commonly includes the closing balance, explanatory report, liquidator's report and declaration, the approving corporate resolution, and the NSSI certificate. The exact NSSI route depends on the employment history. An employer without a successor must hand over payroll ledgers and employment-related records required by Article 5(10) of the Social Security Code, or establish that no such records exist. The NSSI archive service issues the certificate after inspection; it is valid for 12 months. If it expires before deletion, a new application is needed.

Accounting, tax, corporate, employment, beneficial-ownership, and personal-data records must be assigned to a lawful custodian for their respective retention periods. Do not close the archive plan with the office keys.

Foreign Owners and Post-Deletion Risk

A foreign owner can often act through a specifically drafted power of attorney, but foreign resolutions, authority evidence, and signature documents may require apostille or legalisation and certified Bulgarian translation. Bank KYC, remote signing, tax residence evidence, treaty forms, and a cross-border in-kind transfer often control the real timetable. Confirm these before the liquidation term and notarial appointments are set.

Deletion ends the legal person; it does not turn a defective wind-down into a proper one. Liquidators carry manager-equivalent responsibility and must act with the care of a prudent trader. Owners may have to return unlawful distributions, and tax, archive, criminal, guarantee, or creditor liabilities can follow their own rules. If an overlooked asset or necessary act appears later, Article 273(2) allows an interested person to request appointment of the former or another liquidator for the additional work.

Lion Consult can coordinate the Article 77 notice, resolutions, B6 and G1 package, creditor and contract review, accountants, NSSI archive, foreign-owner documents, and final A4 deletion. Plan the liquidation with our team.

A solvent liquidation is still a fact-sensitive legal and accounting process. Obtain Bulgarian legal, tax, employment, and accounting advice before adopting the termination resolution, selling assets, paying owners, or applying for deletion.

Frequently Asked Questions

Does a dissolution decision immediately delete a Bulgarian company?

No. It remains a legal person 'in liquidation' until final Registry deletion and is represented by the liquidator during the wind-down.

What majority is required to liquidate an OOD?

Article 154 requires three quarters of capital unless the company agreement requires more; an EOOD's sole owner adopts the decision alone.

How long does standard liquidation take?

Owner distributions cannot occur before six months from Registry announcement of the creditor invitation. NRA clearance, asset sales, disputes, employment and tax closure, and final filings usually make the full procedure longer.

What does the liquidator do?

The liquidator represents the company, completes current transactions, collects receivables, realises assets, notifies and pays or secures creditors, prepares accounts, distributes the lawful residue, and seeks deletion.

Can owners receive money before the six-month creditor period ends?

No distribution is permitted before the barrier. Afterwards, payment is safe only after creditors are satisfied or protected and sufficient reserves remain for tax, disputes, and costs.

What happens if insolvency appears during liquidation?

Voluntary liquidation cannot be used for an insolvent or over-indebted company. The liquidator must pursue the insolvency route; opening proceedings suspends liquidation.