A Bulgarian company that earns no revenue is not automatically “inactive.” The Accounting Act applies a strict four-part test, and a single transaction, revenue-recognition event, investment step, or profit-oriented purchase can change the annual filing route. Where the test is genuinely met, most companies and nonprofit legal entities publish one no-activity declaration instead of an annual financial statement for the first inactive period.

This guide provides general information as at 1 August 2026. It is not legal, accounting, tax, statistical, employment, or Registry filing advice for a particular enterprise or reporting year.

No-Activity Filing at a Glance

“No Activity” Means All Four Conditions

The official consolidated Accounting Act defines an enterprise with no activity during the reporting period only where all of the following are true:

1. it made no transactions of the kinds described in Article 1(1) of the Commerce Act
2. no condition arose to recognise revenue under the Accounting Act and the applicable accounting standards
3. it carried out no investment, production, and/or sales activity
4. it purchased no goods or services with the objective of obtaining income or profit

This is a cumulative test, not a turnover threshold. Zero invoices, an empty bank account, a loss, or no customer receipts proves only part of the picture. Preparatory marketing, buying equipment, developing a product, interest or rent accruals, selling an asset, a paid service intended to support future income, or work performed before billing can defeat one or more conditions.

Conversely, the mere existence of an accounting entry or unavoidable maintenance cost should not be labelled commercial activity without analysing its nature, purpose, and the applicable standard. Bank charges, Registry costs, old depreciation, foreign-exchange effects, owner funding, write-offs, and professional fees require an accountant's documented assessment. Do not decide from the income statement's revenue line alone.

Prepare a year-by-year evidence file: bank statements, sales and purchase ledgers, contracts, invoices, asset movements, payroll, VAT records, management decisions, related-party balances, and a short written analysis against each of the four statutory limbs. The legal representative bears responsibility for the declaration even where bookkeeping is outsourced.

Which Enterprises Use G3?

Article 2 of the Accounting Act covers far more than ordinary companies. Different legal forms use different publication channels:

• EOOD, OOD, AD, DPK, cooperatives, and other registered traders: use G3 on their Commercial Register file when the test is met.
• Associations and foundations: use G3 on the NPO Register file. Membership fees, donations, grants, restricted financing, purchases, or volunteer-led projects can create accounting activity or revenue; “nonprofit” does not mean inactive.
• Bulgarian branches of foreign traders: are expressly enterprises under the Act and can fall within the relief, but must test Bulgarian branch operations, head-office allocations, local assets, staff, and representation.
• Sole traders (ET): an inactive ET is exempt from publishing and Article 38(10) expressly says it does not submit a no-activity declaration. Filing G3 merely because a company guide says so is incorrect.
• DZZD civil partnerships and similar unincorporated ventures: are Accounting Act enterprises, but normally sit in the residual publication category. Their first no-activity declaration is published through an economic publication or online, not through G3 in the Commercial Register. Our DZZD guide explains the underlying structure.

Budget entities and regulated or cross-border structures require their own scope check. A foreign parent being active does not automatically settle whether its registered Bulgarian branch was inactive, and the branch's other statutory publication duties may still apply.

File Once for the First Inactive Period

Since reporting periods beginning in 2019, the declaration is made once for the first period in which the enterprise has no activity. The Registry Agency's official one-time filing guidance confirms that no fresh G3 is filed every year while inactivity continues.

For example, a company first inactive throughout 2025 had a 30 June 2026 deadline. A company first inactive throughout 2026 will ordinarily declare by 30 June 2027. A historical declaration should be checked on the public file before another application is prepared.

If the enterprise resumes activity, it returns to ordinary accounting, statistical, tax, adoption, and publication rules for that active year. The Agency expressly states that an annual financial statement is then prepared and filed. Our separate annual financial-statements guide covers that route, including the 30 September publication deadline. If the enterprise becomes inactive again after an active interval, do not assume that the old declaration alone explains the later filing gap; confirm the current Registry and accounting treatment for the new cessation.

Prepare the G3 Package

The G3 is the application used to announce the prescribed declaration; it is not itself the factual declaration. The current Registry Agency G3 instructions allow the declaration to be completed from a portal template or attached as a document. The approved form identifies the declarant, enterprise, EIK, address, and reporting period and states that the enterprise had no activity within § 1, item 30. It also warns of liability for false declarations under Article 313 of the Criminal Code.

A practical filing package includes:

1. the completed G3 application for the correct EIK and reporting year
2. the prescribed declaration signed by the registered legal representative in accordance with the recorded representation rules
3. the applicant's Article 13(4) declaration concerning the truth of the stated circumstances and acceptance of the announced act, where applicable
4. an express power of attorney if an attorney submits the application, plus any document required for a different physical submitter in an office filing
5. a publication version with personal data not required by law redacted

An accountant who simply kept the books is not thereby entitled to make the manager's factual declaration. An expressly authorised lawyer may be the G3 applicant, but the no-activity declaration should still be made by the person who represents the enterprise. Joint representation, a foreign manager, a procurist, or a recent manager change should be checked against the current register before signing. The approved declaration does not require routine notarial certification, although paper submission and authority documents can have their own form requirements.

Submit Electronically or at a Registry Office

Electronic submission is made through the Registry Agency's unified portal. Select the G3 service, enter the EIK, complete applicant details, generate or attach the declaration, add the necessary authority and redacted documents, review, and sign. The portal's electronic-signature guidance requires a qualified electronic signature for the application and associated declarations. Local smart-card and supported remote qualified-signature routes are available.

Paper filing is possible at a Registry Agency territorial office. It is not a postal filing. Use the current form and confirm who will appear as applicant, who will physically lodge it, and whether the signature or authority evidence needs additional certification.

Article 38(11) provides that no Registry fee is due for publishing the no-activity declaration. Do not pay a standard G1/G2 announcement fee or add a legacy lev fee. Bulgaria adopted the euro on 1 January 2026, but G3 contains no financial figures to translate. Where tax or statistical forms concern 2025, their monetary data generally remain in lev; periods beginning in 2026 are reported in euro under their current instructions.

Save the incoming number and inspect the public company file after processing. Check that the correct declaration, enterprise, and reporting year were announced and that unnecessary identity information is not publicly exposed.

G3, NSI Reporting, and the NRA Are Separate

Publishing G3 does not submit a statistical report or tax return. Each system uses its own legal test and exceptions.

For the reporting year 2025, the official NSI/NRA 2026 reporting guidance states that an enterprise with no Accounting Act activity did not submit a separate no-activity declaration to the NSI. That must not be confused with the different 2025 declaration for enterprises and individuals that had activity but less than BGN 500 of activity income and expenses. Always use the campaign instructions for the relevant year; older screenshots and articles may describe a previous optional NSI route.

Under the NRA's current corporate-tax return guidance, a corporate taxpayer with no Accounting Act activity generally does not submit the ordinary annual corporate-tax return or GOD. Important exceptions remain: a return is required if corporate tax or expense tax arises, and a taxpayer may need or choose to declare other data provided by the form. Withholding, local, property, payroll, or other returns have their own triggers.

VAT registration does not switch off when G3 is filed. A VAT-registered dormant company continues monthly VAT returns and ledgers until lawful deregistration, even where they contain no transactions. The NRA VAT-return service states the electronic filing rule and ordinary deadline by the 14th day of the following month.

Dormant Does Not Mean Administratively Frozen

A no-activity declaration does not suspend or dissolve the legal entity. The company must still preserve accounting and corporate records, maintain valid management and registered-address information, respond to authorities and banks, and announce register changes. Beneficial-owner information must remain adequate and current. VAT, payroll and social-security, withholding, local-tax, licensing, data-protection, and sector duties survive wherever their own facts trigger them.

Employees, paid management, leases, subscriptions, regulated permissions, assets, loans, or pending disputes are warning signs that “dormant” needs a broader review. Manager oversight continues even without revenue; see our guide to OOD manager duties.

Incorrect Declarations, Corrections, and Sanctions

Do not file G3 while unresolved entries remain. Reconcile the full year and have the representative approve the four-condition analysis first. If activity is discovered before filing, follow the active-enterprise route instead.

A published act does not have an ordinary “edit” button. If a G3 was filed and later proves wrong, obtain advice immediately, prepare the required financial statement, GOD, tax and VAT corrections, and make the necessary Registry filing with an appropriate explanation. The Registry history remains public. A false declaration can engage Article 313 criminal liability; the Accounting Act also contains general personal and enterprise sanctions for breach. If the mistaken G3 caused a required financial statement not to be published, the separate Article 74 non-publication sanctions may apply. The Registry Agency supplies G3 and missing-report lists to the NRA for checks.

Where an application is refused for a formal defect, read the refusal and use the current correction or fresh-filing route promptly. Do not assume that the 14-day protection expressly written for a timely but refused annual financial statement automatically applies to G3.

Keep the Entity or Close It?

Inactivity can be sensible while financing, litigation, IP, permits, or a future restart remains realistic. It also carries recurring governance, banking, record-keeping, tax-status, security, and compliance costs. A declaration is not a substitute for an orderly exit.

If the owners have no credible plan to resume, compare continued dormancy with voluntary dissolution and liquidation. Liquidation settles creditors, assets, taxes, employees, distributions, and final deletion; it is a different legal process explained in our company-liquidation guide.

Lion Consult can review the inactivity test, prepare the G3 authority and Registry package, and coordinate any resumed-activity or liquidation steps with the company's accountant. Contact our team before declaring if the company had any bank, asset, tax, payroll, investment, or contract movement.

Final disclaimer: No-activity status depends on the complete facts and the rules for the specific reporting year. Obtain Bulgarian legal, accounting, tax, and statistical advice before signing G3, omitting an annual report, or correcting a declaration already published.

Frequently Asked Questions

When does a Bulgarian company legally have no activity?

Only when all four conditions in Section 1, item 30 of the Accounting Act's additional provisions are met: no relevant commercial transactions, no condition to recognise revenue, no investment, production, or sales activity, and no profit-oriented purchase of goods or services. No sales or zero profit alone is insufficient.

What is the deadline for filing G3?

The prescribed no-activity declaration is published by 30 June of the year following the first inactive reporting period. A company first inactive throughout 2025 therefore had a 30 June 2026 deadline; one first inactive throughout 2026 ordinarily files by 30 June 2027.

Is G3 filed every inactive year and is there a fee?

No. It is a one-time declaration for the first inactive period while inactivity continues, and Article 38(11) provides that no Registry fee is due. Activity resumption returns the enterprise to ordinary reporting.

Does an inactive sole trader file G3?

No. Article 38(10) expressly says sole traders covered by the inactive-enterprise exemption do not submit the no-activity declaration. Companies, qualifying registered branches, and nonprofits normally use G3; DZZDs use the internet or economic-publication route instead.

Must an inactive company also declare no activity to the NSI in 2026?

For reporting year 2025, the official 2026 NSI and NRA campaign said no separate NSI no-activity declaration was submitted. This differs from the form for entities that had activity but less than BGN 500 of activity income and expenses, and future campaign instructions must be checked separately.

Does G3 eliminate NRA and VAT filings?

No. A genuinely inactive corporate taxpayer generally omits the ordinary annual corporate-tax return and annual activity report, subject to exceptions for corporate or expense tax and other declarable data. A VAT-registered company continues monthly VAT returns and ledgers until lawful deregistration, even when nil.

What happens if activity is found after G3 was filed?

Obtain advice immediately and coordinate the required financial statement, annual activity report, tax or VAT corrections, and Registry filing. A false declaration can engage Article 313 criminal liability, and missing-report or other Accounting Act sanctions may apply; the public Registry history is not simply edited away.