How to close a company — procedure and cost
Closing an EOOD or OOD is not an instant administrative act. Under Bulgarian law two main paths dominate: voluntary liquidation for companies with assets, liabilities and creditors, and simplified deregistration when strictly defined conditions are met — including scenarios covered by Art. 252, para. 1, item 6 of the Commercial Register Act (CRA), where there is an absence of assets and other statutory conditions are fulfilled. The second path always requires an individual legal assessment against the current text of the law and the specific case — the CRA text changes, so do not rely solely on articles without checking at the date of filing.
If after closure you plan a new business, the fresh start process often runs through online company registration — the steps for a new EOOD or OOD are collected there so you don't repeat old mistakes.
Two Main Paths
| Approach | When It Is Suitable |
|---|---|
| Voluntary liquidation | Assets and liabilities exist, contracts with counterparts, creditors, employees — a full procedure with deadlines and a liquidator is needed. |
| Deregistration under Art. 252 CRA (when conditions are met) | Applicable under strictly defined conditions (e.g. absence of assets, etc. under the statutory text) — a shorter administrative path only for qualifying cases. |
Do not confuse "simplified" deregistration with skipping tax and social security obligations — the NRA and NSSI remain at the centre of the financial closure.
Voluntary Liquidation: Steps
1. Resolution for Termination
EOOD: the sole owner adopts a resolution for termination of the company and opening of liquidation. OOD: the General Meeting adopts the corresponding resolution with the quorum and majority required by the articles.
2. Filing With the Commercial Register and Appointment of a Liquidator
Application B6 (or the current form at the time) is filed for registration of termination and appointment of a liquidator. The liquidator represents the company in liquidation, collects receivables, satisfies creditors in the prescribed order and disposes of assets in accordance with the law and the articles.
3. Publication in the Commercial Register and Invitation to Creditors
After registration, publication follows and a procedure for inviting creditors to submit their claims. The law provides a minimum period (the commonly cited 6 months for submitting claims), which determines the minimum duration of the liquidation in a typical scenario — so the realistic horizon is rarely less than several months.
4. Distribution of Assets
After satisfying creditors and settling obligations to the budget and third parties, the remainder is distributed among the partners or the owner according to the rules for the respective form.
5. Final Deregistration
After the liquidation is completed, a new application B6 is filed for the final deregistration of the company from the Commercial Register.
Costs: What to Budget For
- State fees — typically in the order of 20–40 € per filing depending on the type of application and the channel (electronic or paper).
- Accounting and administration — closing returns, reports, document archiving.
- Notary fees — where notarial powers of attorney, transfers or certifications are needed.
- Liquidator — if an external person, a negotiated fee.
Timelines: Why It Takes at Least 7–8 Months
Due to the minimum creditor period (6 months) and the subsequent registrations and reporting, voluntary liquidation in practice rarely concludes in under 7–8 months in a smooth scenario; in the event of disputes, audits or complex assets the timeline grows.
The Simpler Business Option: Selling the Company
If the company is "clean" in terms of liabilities and there is a buyer, selling the company shares or the company itself can be a faster exit than full liquidation. This is not a universal solution: it requires a tax valuation, contractual protection and a review of past liabilities.
What Happens to Data, Contracts and Liabilities
- Contracts are terminated, transferred or renegotiated depending on their clauses and agreements with counterparts.
- Personal data under GDPR — notifications, retention periods, deletion where applicable.
- Obligations to the NRA and NSSI must be settled or secured in the procedure — otherwise there is a risk of personal liability, interest and blocking effects for future registrations.
Tips Before the Final Steps
- Clear obligations to the NRA (taxes, returns, audits) and request, where needed, certificates of no outstanding liabilities or reports on the current status at the relevant stage of the procedure.
- Conclude social security obligations to the NSSI and related regimes; where there are employees, certify the fulfilment of labour and social security obligations as applicable.
- Settle disputed receivables that could halt or delay registration, and retain accounting and contractual archives for the minimum statutory periods even after deregistration, where applicable.
Unlike closure, the guide for new EOOD registration describes how to start from a clean slate with predictable steps.
Summary
Closing a company in Bulgaria most commonly goes through voluntary liquidation with a resolution, B6, a liquidator, publication and a creditor period (minimum about six months), asset distribution and final deregistration. An alternative when the precise statutory conditions are met is deregistration under Art. 252 CRA (e.g. item 6 where there are no assets — check with a lawyer). Costs include state fees, accounting and possibly notary fees; the liquidation timeline is at least 7–8 months in a typical case.
Ready for a fresh start with a new company? Go to company registration and use Firmify for document preparation and electronic filing — less administrative burden, clearer steps toward a new EOOD or OOD after you close the old company.