Company Dissolution and Liquidation Lawyers in Bulgaria

Company liquidation in Bulgaria is a procedure for which our lawyers can provide assistance and counselling. Discover below the reasons and steps for closing a business in Bulgaria.

What are the business liquidation services that you offer in Bulgaria?

Our law firm is at the service of companies during these processes and can offer assistance in the following:

• advice on each step of the procedure and how they must be prepared;
• the gathering of all necessary documents that need to be filed with various authorities;
• drafting the specific documents associated with the procedure of company liquidation;
• convening the meeting between the shareholders and creditors (both parties must be announced in due time, and our Bulgarian lawyers can send them the necessary information);
• advice on the appointment of the liquidator (in the case of voluntary liquidation);
• representation before the authorities, in the case of compulsory liquidation;
• support in filing the documents with the Commercial Register and the National Revenue Agency.

What are the types of company liquidation procedures available in Bulgaria?

Company winding up in Bulgaria is possible through two procedures:

1. the voluntary one, where the decision rests solely on the shareholders;
2. the compulsory one, where the creditors file a petition with a Bulgarian court of law as a consequence of unpaid debts.

The first one is when the decision is taken by the company’s shareholders or when the company is acquired by another entity. The second one covers the scenario in which the company is bankrupt, or the decision was taken by a Bulgarian court.

What are the reasons to close a company in Bulgaria?

Any of the following can constitute grounds for terminating a business:

• the company was created for a limited period;
• the company no longer meets the requirements of the Commerce Act or its articles of association;
• shareholders’ disputes;
• the company no longer meets the share capital and/or shareholding requirements;
• the company can no longer pay its creditors;
• the company has terminated its activity and the owner no longer wants to continue doing business in Bulgaria.

Are there different liquidation procedures in terms of business form in Bulgaria?

An important aspect to consider about company liquidation in Bulgaria is that the procedure is different for each business form, as follows:

• the sole trader, which is a form of self-employment, and is subject to a simplified de-registration process requiring filing a notification with the Trade Register;
• the private limited liability company, which is subject to the classic company liquidation procedures in Bulgaria;
• the branch office, which, considering its legal status, requires the parent company to lodge a request with the Commercial Register for its deletion;
• the subsidiary which will follow the traditional company winding up procedure in Bulgaria.

Should you need support in closing any of these business forms, feel free to address our Bulgarian liquidation lawyers.

Who can demand the liquidation of a Bulgarian company?

The following:

• the shareholders/partners with unlimited liability in the case of partnerships;
• creditors;
• any other party that has interests in the company;
• the public prosecutor (court dissolution under Art. 155 of the Commerce Act).

Can foreign shareholders request a Bulgarian company’s liquidation?

Yes, especially since Bulgarian companies can have full foreign ownership.

Does Bulgaria allow simplified company liquidation procedures?

Yes, it does. The procedure is available for companies that do not have commercial activities and liabilities.

The following conditions must be met to apply for this type of company liquidation procedure in Bulgaria:

• the company must have been inactive in the past 12 months;
• it must also have terminated any employment relationships in the past year;
• it has no debts to the Social Security or tax authority;
• it has no obligations to the State or the municipality;
• it is not registered for VAT or has deregistered from the tax at least 12 months ago.

What are the steps to liquidate a company in Bulgaria?

The following:

1. adoption of the liquidation decision in the case of the voluntary procedure or issuance of the liquidation decision by the court, in the case of the mandatory one;
2. appointment of the liquidator;
3. notification of the liquidation procedure to the Trade Register (the liquidator can also be appointed by the Registry Agency);
4. notification of the creditors;
5. liquidation of the company assets to pay its debts;
6. creation of the final balance sheet;
7. distribution of the remaining properties of the company to the shareholders;
8. company dissolution.

What are the documents to prepare for liquidating a company in Bulgaria?

The following:

• the resolution/decision for liquidation;
• the application form;
• the company’s balance sheet;
• a report on the balance sheet after disposing of the company’s assets.

NOTE: You can rely on Bulgarian lawyers for the submission of the application.

How long does it take to liquidate a Bulgarian company?

• 3 months through the simplified strike-off procedure;
• At least 6 months (usually 8-12 months) in the case of the voluntary procedure;
• More than one year in the case of court proceedings.

Our law firm in Bulgaria can offer you complete legal assistance for company dissolution and liquidation. Please contact our office for more information.