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Winding up - Bulgaria

Updated 09/2011

Legal requirements

The Commercial Code (TZ) sets out the way in which a business can be wound up.

  • Commercial Code (TZ) български

Different ways of winding up

The code also defines the conditions under which particular types of business can be wound up.

Limited companies (OOD) can be wound up when a company's licence expires, or by resolution of two-thirds of its participants. A company can cease its registration if the participants present compelling grounds for this.

Public companies (AD) may be wound up when their licence expires or the General Meeting of Shareholders passes a resolution to this effect.

When filing for bankruptcy is the only option left for a business owner, it pays to cut losses, initiate proceedings sooner rather than later, and move on to a new business project.

Administrative procedures

Deletion

The voluntary winding-up procedures vary depending on whether the business is a limited liability company, a public company or a sole trader.

Deleting a company

When a company decides to cease trading, it is wound up. Liquidators may be appointed by the Registry Agency. The liquidators draw up a balance-sheet for the moment the company stops trading and prepare a report giving the total balance. At the end of each year, the liquidators draft a final settlement of accounts and present annual financial and activity reports to their governing body.

  • Registry Agency български

When a company is wound up, this is entered in the Commercial Register when an application to do so has been received.

  • Commercial Register - electronic services български Online government service

The Registry Agency issues certificates to confirm that a business has been wound up and is no longer on the Commercial Register.

The BULSTAT number of the company must also be deleted from the register. To do so, you have to submit the following documents:

  • the BULSTAT card (original);
  • a copy of the deletion document;
  • if the deletion document is not provided by a company officer but by an authorised representative, a notarised power of attorney must also be produced.
  • Application to the Commercial Register български Online government service

Deletion from the social security system

When a company is wound up, its employees are given notice.

Deletion from the tax register

A VAT-registered company must apply to be deleted at the regional office of the National Revenue Agency. This application should state why the business is being wound up, and include the following documents:

  • a certificate of taxable turnover for each of the last 12 months;
  • a certificate of the total taxable intra-community acquisitions for the current and previous years;
  • a certificate of the total basic tax on supplies related to sales abroad, and the VAT registration certificate(s).
  • Application for deletion to the National Revenue Agency msw8 [52 KB] български Online government service
  • National Revenue Agency Online government service

The tax authorities will carry out a check within 7 days of the application being submitted. This check will be assessed within 7 more days.

Check also the legislation on this topic in:

  • References

    Legal texts

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Further help

Non-governmental organisations like the Bulgarian Industrial Association and the Bulgarian Chamber of Commerce and Industry give advice and assistance on winding up a business.