Company liquidation in Bulgaria

As a reputable legal entity providing expert services in Bulgaria, we understand that the decision to liquidate a company in Bulgaria is not to be taken lightly. It involves a meticulous process, requiring compliance with various legal and administrative requirements. In this article, we outline the essential steps involved in the dissolution of a company in Bulgaria, providing insights to assist businesses in navigating this complex procedure.

1. Closing Business and Resolution of Partners/Shareholders

The first crucial step in the dissolution process is closing the business. Partners or shareholders must pass a resolution or decision, setting a winding-up deadline of no less than 6 months. A liquidator is appointed to oversee the two-phase process of dissolution and winding-up.

2. Notification to Territorial Directorates

Before filing an application with the Registry Agency, the territorial directorate of the National Revenue Agency must be notified. This can be done through on-site submission, licensed postal operators, or the electronic services web portal. A certificate of notification is issued within 60 days, and the Registry Agency processes dissolution records accordingly.

3. Deregistration of Fiscal Devices

Registered fiscal devices must be deregistered at the National Revenue Agency upon ceasing operations. This process is facilitated by the service maintenance provider interfacing with a National Revenue Agency remote server. Deregistration is free of charge.

4. Staff Layoffs and Social Security Compliance

Upon laying off staff, a notification must be submitted to the National Revenue Agency within 7 days of termination. Employers are obligated to periodically submit social security data for public social insurance, pension funds, health insurance, and more. Declarations must be submitted by the 25th day of the month following the relevant period.

5. Deregistration under the Value Added Tax Act

Deregistration under the Value Added Tax Act is mandatory for various legal entities. The application is submitted within 14 days of dissolution, stating grounds and accompanied by specified documents. The revenue authority conducts a check and issues a deregistration notice or refusal within 7 days.

6. VAT Return and Tax Filings

Upon VAT deregistration, companies must submit a VAT return for the last tax period by the 14th day of the following month. Additionally, a tax return under Article 162 of the Corporate Income Tax Act must be submitted within 30 days of removal from the commercial register. Tax payments are due within the specified deadlines.

7. Electronic Statements and Submissions

Various statements, including those under the Personal Income Tax Act, must be submitted electronically using a qualified electronic signature through the official web portal of the National Revenue Agency.

In conclusion, the dissolution of a company in Bulgaria is a multifaceted process involving legal, financial, and administrative intricacies. Seeking professional guidance and ensuring compliance with regulatory requirements is crucial for a smooth and lawful dissolution. Our legal experts are ready to assist you through every step of this journey, providing comprehensive support to facilitate a successful company closure.

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