Corporate Law · 26 June 2026 · 7 min read
How to Close a Dormant Bulgarian Company: The Simplified Fast-Track Procedure
Foreign investors and entrepreneurs who incorporated a Bulgarian company that was never activated, has no assets or liabilities, and has since become redundant frequently ask how to close it with minimum cost and delay. The answer, for companies that meet the qualifying conditions, is the simplified deletion procedure under Article 273a of the Commercial Act — a fast-track route to deregistration that bypasses the standard six-month liquidation procedure entirely. This article explains when the simplified procedure is available, what it requires, and how to complete it.
I. The Standard Liquidation vs. the Simplified Procedure
The standard voluntary liquidation of a Bulgarian company — dissolution, appointment of a liquidator, six-month creditor notification period, final accounts, and deregistration — takes a minimum of seven to eight months and involves multiple filings with the Registry Agency, the preparation of a liquidation balance sheet, and the obtaining of a tax clearance certificate. For a company that has never traded, has no assets, no liabilities, no employees, and no tax obligations, this procedure is disproportionately burdensome.
Article 273a of the Commercial Act, introduced by amendments that took effect in 2016, provides a simplified deletion procedure for companies that meet specified criteria, allowing them to be struck from the Commercial Register without going through the full liquidation process. The procedure can be completed in as little as four to six weeks from submission of the application.
II. Conditions for the Simplified Procedure
The simplified deletion procedure under Article 273a is available only where all of the following conditions are met at the time of the application:
- The company has no assets — no real property, bank accounts with positive balances, receivables, equipment, or other assets of any kind.
- The company has no liabilities — no outstanding debts to creditors, employees, or public authorities.
- The company has no pending legal proceedings — neither as claimant nor defendant.
- The company has submitted all required annual financial statements to the National Statistical Institute and the Registry Agency, or has filed a declaration of inactivity for each year of its existence.
- The company has no outstanding tax obligations — confirmed by a tax clearance certificate from the National Revenue Agency.
All members (or the sole owner) of the company must consent to the deletion by a resolution of the General Meeting or a written decision of the sole owner. The manager must sign a declaration confirming that all of the above conditions are met and accepting personal liability for any debts that subsequently emerge.
III. The Application Procedure
The application for simplified deletion is filed with the Registry Agency electronically through the standard portal, using the A5 application form. The application must be accompanied by: the General Meeting resolution (or sole owner decision) resolving to apply for simplified deletion; the manager's declaration confirming the conditions are met; a tax clearance certificate from the National Revenue Agency (valid for thirty days from the date of issue); and evidence of payment of the Registry Agency state fee.
The Registry Agency examines the application within three business days and, if satisfied that the conditions are met, enters the deletion of the company in the Commercial Register. The company ceases to exist as a legal person from the date of the deletion entry. There is no creditor notification period, no liquidation balance sheet, and no requirement for a final general meeting to approve accounts.
IV. Annual Statements and Declarations of Inactivity
Before closing a dormant company, review its past reporting and any missing filings. Required annual financial statements are published in the Commercial Register by 30 September of the following year. An inactivity declaration (декларация за липса на дейност) is generally filed once for the first reporting period without activity, by 30 June of the following year. NSI reporting is a separate issue; for reporting year 2025 no inactivity declaration is submitted there. Closing the company requires compliance with the conditions of the applicable liquidation or other statutory procedure.
V. Tax Position
Before the simplified deletion can be completed, the National Revenue Agency must confirm that the company has no outstanding tax obligations. For a genuinely dormant company that has never traded, the tax position should be straightforward — there will be no VAT, no corporate income tax, and no employer social security obligations. However, if the company was ever VAT-registered, it must be deregistered for VAT purposes before the deletion application is submitted. VAT deregistration requires a separate application to the National Revenue Agency and typically takes four to eight weeks.
Practical note: If the dormant company has a registered address at a law firm or registered address provider, the address arrangement should be terminated simultaneously with the deletion, with effect from the date of deletion. There is no obligation to update the Commercial Register address before deletion — the deletion itself removes all registered entries — but the address provider should be informed so that any correspondence received after deletion can be returned or flagged appropriately.
Disclaimer: This article is intended as general legal information only and does not constitute legal advice. Readers are encouraged to seek independent legal counsel tailored to their specific circumstances.
Frequently asked
My company never traded — can I avoid going through a full liquidation?
Possibly. Article 273a of the Commercial Act, introduced by amendments effective in 2016, allows a company to be struck from the Commercial Register without full liquidation, but only where every condition is met at the time of application: no assets of any kind, no liabilities to creditors, employees or public authorities, no pending legal proceedings, all annual statements or inactivity declarations filed, and no outstanding tax obligations.
How much quicker is the simplified route than a standard liquidation?
Standard voluntary liquidation — dissolution, appointment of a liquidator, a six-month creditor notification period, final accounts and deregistration — takes a minimum of seven to eight months, with multiple Registry Agency filings, a liquidation balance sheet and a tax clearance certificate. The simplified deletion procedure can be completed in as little as four to six weeks from submission of the application.
What has to be filed to get the company struck off the register?
The application is filed with the Registry Agency electronically using the A5 form, accompanied by the General Meeting resolution or sole owner decision to apply for simplified deletion, the manager's declaration that the conditions are met, a tax clearance certificate from the National Revenue Agency valid for thirty days from issue, and evidence of payment of the state fee. The Registry Agency examines it within three business days.
What happens if we never filed anything for a couple of dormant years?
Review and regularise missing filings before closure. Required accounts are published in the Commercial Register by 30 September of the following year; the first inactivity declaration is generally due by 30 June and is not automatically repeated annually. NSI reporting follows separate rules. Whether accelerated liquidation is available depends on its statutory conditions, not simply on calling the company dormant.
If a debt surfaces after the company has been deleted, who is on the hook?
The manager. As part of the application the manager signs a declaration confirming that all the conditions are met and accepting personal liability for any debts that subsequently emerge. All members, or the sole owner, must also consent to the deletion by resolution of the General Meeting or written decision. The company itself ceases to exist as a legal person from the date of the deletion entry.
Does an old VAT registration stop us from using the simplified procedure?
It does not rule it out, but it must be resolved first. If the company was ever VAT-registered, it must be deregistered for VAT purposes before the deletion application is submitted. VAT deregistration requires a separate application to the National Revenue Agency and typically takes four to eight weeks, so start it early. Otherwise, a genuinely dormant company's tax position should be straightforward.