Closing a company in Bulgaria: EOOD liquidation, step by step

Step 1: the decision to dissolve and appoint a liquidator

Closing a company in Bulgaria is not a form you submit once and forget. It runs through a formal liquidation procedure set out in the Commercial Act (Търговски закон, TZ), and the first step is a decision.

• For an EOOD (a single-owner limited-liability company), the decision to terminate the business and open liquidation is taken by the sole owner of the capital, with a notarized signature.
• The same decision appoints a liquidator: the person who runs the process until the company is struck off. That can be you, another partner, an accountant, or a lawyer.
• The decision usually sets an indicative timeframe for winding up, often six months to a year, though the actual duration is set by law, not just by what you write down.
• Once the decision is registered, the company stops operating as a normal business. It cannot enter new deals beyond those tied to closing, and "in liquidation" gets added to its registered name.

For an OOD (a company with more than one owner), the decision comes from the general meeting of partners with the required majority. A sole owner has a simpler first step, but everything that follows is the same.

Step 2: filing with the Commercial Register and the creditor notice

The decision alone changes nothing until it is filed. The next step is an application to the Commercial Register (Търговски регистър), Bulgaria's public registry of all companies, to record the termination and the liquidator.

• Once that is registered, the liquidator must invite every creditor of the company to file their claims, whether or not those claims are due yet.
• The invitation is published in the Commercial Register itself, not mailed individually to every counterparty. Publication there counts as sufficient legal notice.
• From the date the invitation is published, the statutory minimum of 6 months starts running. Before it elapses, the company's remaining assets cannot be distributed to the owners (Articles 267 and 272 of the Commercial Act).
• The window exists for creditors: banks, suppliers, NAP (Bulgaria's National Revenue Agency), former employees owed wages. It gives them a real chance to come forward before the company disappears from the registry.

These six months are exactly why closing a company takes far longer than forming one. It is not bureaucracy for its own sake, it protects third parties who did business with the company.

The six months: what the liquidator actually does while you wait

During those six months, the company is not simply on pause. The liquidator has concrete duties, and how well they are handled directly affects how smoothly the final deregistration goes.

• Prepares an opening liquidation balance sheet as of the termination date: a snapshot of the company's assets and liabilities the moment it stops trading as a going concern.
• Settles or secures the claims creditors file, to the extent the company's remaining assets allow.
• If liquidation stretches across a calendar year-end, prepares annual financial statements for each such period, exactly as an active company would.
• Closes out any open tax matters: a final VAT return if the company was VAT-registered, a final annual tax return, and settling accounts with NAP.

Only once the six months have passed and creditors are dealt with can the liquidator distribute what remains to the owners and file for deregistration, the last step that actually makes the company cease to exist.

The fast-track under Article 274a: 3 months instead of 6

Since 2024, the Commercial Act has offered a lighter route for exactly the situation many small-company owners find themselves in: a company that never really traded, or has sat dormant for years. The rule is Article 274a of the Commercial Act.

• The window for creditors to file claims drops from 6 months to 3, if the company meets several conditions at once.
• It has never traded at all, or stopped trading at least 12 months before the liquidation decision.
• It has no employees (or released them at least 12 months earlier) and no active VAT registration (or deregistered from VAT at least 12 months earlier).
• It has no outstanding public debts, no pending NAP audits, and is not a defendant in any court or enforcement proceedings.

In other words, the exact company we describe in our dormant-company article (linked below) is the typical candidate for this fast track. If you registered an EOOD for a project that never launched, or kept a company "just in case" with no activity at all, you are likely looking at a 3-month wait rather than 6.

What closing a company costs, and how long it really takes

The numbers shift depending on whether the company had employees, assets to distribute, or unpaid debts, but the overall shape is predictable.

• State fees to the Commercial Register for filing the termination, the creditor notice, and the final deregistration: typically 30 to 45 euro in total, filed electronically.
• Legal or accounting fees for preparing the paperwork and guiding the procedure: typically 300 to 750 euro, higher if the company has assets, employees, or open disputes.
• Accounting work on the final balance sheets and tax returns: typically 100 to 250 euro, depending on how much documentation the company accumulated.
• Overall duration: at least 6 months under the standard procedure, because of the mandatory creditor window, but in practice most closures take 8 to 12 months once you include preparation and the final filing. Under Article 274a, a realistic timeline is closer to 4 to 6 months.

Before paying for the whole procedure, it is worth asking the simpler question first: will you need the company again soon? If the answer is "maybe," leaving it dormant can be cheaper than paying to close it now and register a new one later.

Closing versus staying dormant: which is actually your situation

If you reach the end of this article wondering "isn't it just easier to do nothing?", the answer depends on your plans. A dormant company (no activity, but still registered) keeps carrying small but real obligations every year, while a closed company stops existing and stops owing anything once it is struck off.

If you are certain you will never use the company again, closing it is the cleaner long-term move: no annual filings going forward, no risk of a forgotten fee. If there is a real chance you would reactivate it within a year or two, staying dormant can work out cheaper than a full liquidation now followed by forming a new company later.

Useful next reads:

What annual closing looks like with FreeMe.bg
When you need an expert and what's included
Dormant company: what you owe if you wait instead

FreeMe.bg tracks every deadline while your company is active, and if you decide to close it, our experts can walk you through the whole procedure, from the liquidation decision to the final deregistration. Log in with your Google account to find out where to start.