Terminating a Bulgarian civil partnership (DZZD) is not a shortened company liquidation. The DZZD is a contract without legal personality, so there is no separate company to dissolve, no statutory liquidator, and no six-month creditor notice. The partners must instead prove the termination ground, finish or transfer external obligations, settle their co-owned property, complete employment and tax work, and close the BULSTAT file without destroying the evidence creditors may still need.

This guide provides general information as at 1 August 2026. It is not legal, tax, accounting, employment, insolvency, public-procurement, or banking advice for a particular partnership, partner, contract, or dispute.

DZZD Termination at a Glance

First Identify What Is Ending

The official Obligations and Contracts Act defines the DZZD as an agreement by which persons unite their activities for a common economic objective. It does not create a company. Ending the agreement therefore differs from three related events:

• a partner exits: the agreement may allow the remaining partners to continue, but transfer of participation requires all other partners' consent under Article 362 and a two-person venture cannot continue with only one
• the DZZD terminates: common activity ends and the partners settle contracts, property, profit, loss, tax, and records
• a company liquidates: an OOD or EOOD remains a legal person represented by a liquidator during a statutory creditor-protection procedure

Our DZZD formation and governance guide explains the underlying ownership and authority rules. For the different corporate process, see company liquidation in Bulgaria.

Fix one defensible effective date. It controls the final tax period, VAT analysis, seven-day BULSTAT filing, employee action, authority, and settlement accounts. A later protocol can record an automatic expiry or completed objective, but should not casually invent a different date.

Grounds Under Article 363 and the Agreement

Article 363 provides these statutory routes:

1. Objective achieved or objectively impossible. Define the objective carefully. “Build the works” may end before final acceptance, warranties, retention release, claims, and final payment; “perform and finally settle the project” may not.
2. Expiry of the agreed term. Calendar expiry can operate automatically even while an external contract remains unfinished.
3. Death or interdiction of a partner. The agreement may provide otherwise, including continuation with the remaining partners. Heirs do not simply become partners without a valid legal and contractual basis.
4. Notice for an indefinite DZZD. Notice must be given in good faith and at a suitable time. The default rule ends the partnership unless continuation among the remaining partners was agreed. Preserve delivery evidence and the facts showing timing was responsible.
5. Court decision for good reasons in a fixed-term DZZD. Serious breach or a destructive deadlock may support a claim, but the court assesses the facts.

The partners may also terminate by mutual agreement. Obtain every partner's clear signature where termination rests on consent, even if ordinary operating decisions use a majority. The agreement can add events such as prolonged force majeure, loss of a licence, failed financing, partner change of control, or insolvency.

Insolvency is not itself listed in Article 363 as an automatic universal ground. Where a partner becomes insolvent, examine the termination clause, the insolvency administrator's powers, enforcement against the partner's economic interest, and whether the common objective remains possible. The DZZD itself is not a separate merchant that undergoes company bankruptcy; a partner may be subject to insolvency in its own right.

Record the Decision and Settlement Authority

Before the effective date, review the partnership agreement, amendments, partner register information, mandates, bank signatures, licences, employment records, customer and supplier contracts, insurance, open claims, guarantees, and project accounts. Prepare a closing schedule showing who owns each task and deadline.

The termination instrument should state:

• the ground, evidence, and exact effective date
• whether any partners continue in a new arrangement, without pretending the old EIK transfers automatically
• who may collect receivables, settle debts, sign tax filings, instruct the bank, receive notices, and handle disputes after common operations stop
• the inventory date, valuation method, reserves, and distribution waterfall
• responsibility for contracts, employees, warranties, guarantees, archives, intellectual property, and personal data
• the final accounting approval and mutual-release mechanism, with express exceptions for concealed liabilities, tax, fraud, or unresolved claims

There is no statutory DZZD liquidator. The partners can appoint a settlement representative, but that person's authority comes from their agreement or powers of attorney. Check whether an existing mandate survives termination and show the authority to banks, customers, and authorities rather than relying on a job title.

Do Not Abandon Contracts or Public-Procurement Duties

Ending the internal partnership agreement does not automatically release the partners from a customer contract. Notify counterparties under its notice clause, identify deliverables and defects, agree any assignment or novation, preserve security, and obtain written acceptance or release. Contractual and statutory limitation periods continue; deletion of the EIK is not a defence.

Public procurement needs particular care. Article 19 of Directive 2014/24/EU permits groups to tender without adopting a specific legal form at bid stage, but the award contract and tender documents determine later representation, capacity, replacement, and liability. Do not equate practical completion with completion of the DZZD objective while warranties, penalties, final certificates, retention, performance security, audits, or authority claims remain. Changing members or transferring work may also engage procurement-law limits. Use the focused DZZD public-procurement guide for that analysis.

Protect Employees and Creditors Before Distributing

A DZZD can be an employer. Closure does not replace the formal termination grounds, notice, protected-employee rules, compensation, payroll, employment-register, and insurance duties in the Labour Code. Pay wages, leave compensation, taxes, and contributions, return employee documents and property, and retain evidence. Where personal work by a partner created a self-insurance registration, file the appropriate cessation information for that person rather than assuming every partner has the same status.

There is no corporate creditor invitation or mandatory six-month waiting period. That makes an agreed creditor process more important, not less. Reconcile supplier, employee, tax, loan, lease, warranty, and litigation exposure; confirm balances; reserve disputed amounts; and distribute only the defensible surplus.

External obligations belong to the partners represented in the transaction. Their scope depends on the contract and applicable law; Article 304 of the Commercial Act presumes solidarity where persons jointly assume a commercial obligation unless the transaction indicates otherwise. An internal allocation cannot remove a creditor's existing right without consent.

Inventory and Settle the Co-Owned Property

Articles 358–359 OCA make contributed money, fungible or consumed items, and assets acquired for the partnership co-owned by the partners. Other contributed property may have been provided only for common use. Classify rather than simply “divide” everything.

Build an inventory of cash, receivables, work in progress, equipment, deposits, guarantees, IP, data, tax positions, debts, partner advances, and reimbursable expenses. Confirm legal title and each agreed share. Collect receivables or assign them with debtor and form requirements in mind; do not delete the operating record before preserving invoice, acceptance, and enforcement evidence.

A partner may demand its share of common property upon exit or termination under Article 359(3)—not Article 364. Article 364 instead addresses reimbursement, interest, and damage connected with partnership business. Settle third parties and reserves first, then return use-only assets and allocate the net balance according to the agreement and the statutory profit-and-loss shares. In-kind transfers can require special form, registration, valuation, and tax. If voluntary partition fails, court proceedings may be necessary.

Complete BULSTAT and Beneficial-Owner Steps

The current BULSTAT Register Act requires registered changes to be filed within seven days. Submit the current Article 3 application selecting closure/deletion, the termination instrument or evidence of the statutory ground, the truth declaration, authority documents, and evidence of the due fee. The Registry Agency normally decides by the end of the next working day and allows five working days to cure missing documents or fee.

Do not assume deletion is free. The current Registry Agency tariff states a legacy BGN 10 fee for changes in BULSTAT circumstances, equivalent to EUR 5.11 at the fixed rate; confirm the amount and classification displayed by the live portal when filing.

Deletion closes the public status; it does not erase history. BULSTAT preserves the archived information for ten years. Under the Measures Against Money Laundering Act, the responsible representatives must preserve beneficial-owner information for five years after termination. Keep the ownership evidence used for registration and banking due diligence, including foreign-chain documents.

The Registry Agency exchanges BULSTAT data with the NRA, but confirm that the tax registration is updated and that a responsible representative remains reachable. Deletion does not settle or write off public liabilities.

Close Tax, VAT, Accounts, and Archives

For CITA, the final DZZD tax period runs from 1 January of the termination year to the termination date. Articles 161–163 require the representative for that period to file the final corporate-tax return and pay the tax generally within 30 days of termination. A still-unfiled prior-year return may also be accelerated. The 10% corporate rate remains applicable; partner distributions need separate analysis. Individuals may face 5% final tax on dividend-type income, while corporate and foreign partners, in-kind assets, withholding, and treaty treatment depend on the recipient and transaction. Use the current Ministry of Finance tax-law collection and reconcile the NRA account before releasing reserves.

For a VAT-registered DZZD, termination is a mandatory deregistration ground under Article 107(5). Current Article 110 routes this ground through deregistration on the revenue authority's initiative. Under the current procedure, the DZZD submits no VAT-deregistration application for this ground; the often-repeated “file an application within 14 days” instruction is therefore inapplicable. Promptly provide and verify the termination data with the NRA, obtain the deregistration act/date, and file the last VAT return and ledgers for the correct final period. Article 111 can deem remaining assets supplied where input tax credit was used. Review the statutory tax base, adjustments, exceptions, and rate asset by asset rather than applying a simple depreciation formula. The NRA VAT-deregistration guidance is the current official starting point.

Prepare closing accounting information and the final annual financial statements. A DZZD is an enterprise under the Accountancy Act and generally publishes through an economic publication or freely accessible website by 30 September of the following year—not in the Commercial Register. See our annual financial statements guide.

Preserve payroll records for 50 years, accounting registers and financial statements for 10 years, and other accounting media for three years. If there is no successor, transfer payroll records to the National Social Security Institute under the statutory procedure. Assign a partner or archive provider to hold the remaining original contract, tax, employment, tender, warranty, and litigation files.

Close the Bank Last and Preserve Evidence

Keep enough banking access to collect final receipts and pay employees, creditors, taxes, fees, and distributions. Coordinate the closure date with the bank before BULSTAT deletion; its KYC team may require the termination instrument, current authority, beneficial-owner file, distribution instructions, and tax information. Download statements, payment proofs, account-closure confirmation, and signing history. Do not continue new trading under a terminated DZZD merely to keep the account convenient.

A defensible close-out file includes notices and delivery proofs, partner decisions, completion and acceptance certificates, contract releases, employee documents, creditor confirmations, inventory and valuation, receivable and debt schedules, bank evidence, BULSTAT result, NRA correspondence, VAT act, tax returns, financial statements, distribution protocol, and archive handover. If the termination ground, date, authority, share, or liability is disputed, preserve the status quo and seek interim or court relief before assets disappear.

Lion Consult can review the termination ground, prepare the partner and BULSTAT documents, structure the creditor and asset settlement, and coordinate employment, tax, VAT, banking, and contentious close-out work. Discuss your DZZD termination with our team.

Termination does not extinguish external claims, tax exposure, or partner responsibility. Obtain tailored Bulgarian legal and tax advice before fixing the effective date, notifying counterparties, distributing assets, or deleting the BULSTAT registration.

Frequently Asked Questions

What can terminate a Bulgarian DZZD?

Article 363 of the Obligations and Contracts Act covers achievement or impossibility of the objective, expiry, death or interdiction unless continuation is agreed, qualifying notice for an indefinite partnership, and court termination for good reasons in a fixed-term DZZD. Mutual consent and valid contractual events may also apply.

Is a partner's exit the same as terminating the DZZD?

No. A valid continuation clause may let the remaining partners continue after one exits, but a two-person DZZD cannot continue with only one person and transfer of participation generally requires all other partners' consent.

When must DZZD closure be filed in BULSTAT?

File the closure circumstance within seven days of the effective termination date, normally with the termination evidence, truth declaration, authority documents, and the fee shown by the current portal. Do not assume deletion is free.

Must a VAT-registered DZZD apply for deregistration within 14 days?

No. Under the current Articles 107(5) and 110 route, termination of an unincorporated DZZD is handled on the NRA's initiative and no VAT-deregistration application is submitted for that ground. The representative should still verify the data and act or date and complete the final VAT filings and asset review.

When is the DZZD's final corporate-tax return due?

The final Corporate Income Tax Act period runs from 1 January to the termination date, and the representative generally files the return and pays the tax within 30 days of termination. A prior-year return that remains unfiled may also accelerate.

What happens to DZZD assets and debts?

Partnership acquisitions are generally co-owned by the partners. They should inventory assets, collect or assign receivables, settle or reserve external liabilities, return use-only contributions, and distribute only the defensible net balance under the agreement and law.

Does DZZD termination erase contracts or partner liability?

No. BULSTAT deletion and termination of the internal agreement do not release customer contracts, warranties, creditor claims, tax liabilities, employment duties, guarantees, or any solidary liability that applies. Releases or transfers require the relevant counterparty and legal formalities.