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The process of closing up of the Bulgarian company is not so easy and requires a lot of actions before different authorities (public bodies) to be made.

If the company is registered before 1-st of January 2008, it is necessary to be noticed that the first step before starting the process for its closing is the company to be re-registered into the Trade Register. It is required under the new legislation for establishing of commercial companies accepted in 01-01-2008 according to which the companies shall be registered not at the Bulgarian court (as it was before 01-01-08) but before a new public body - the Trade Register. So, as the court is not already capable to act in relation with companies& registration and further changes, the companies should be first re-registered in the Trade Register before any other action related with the company’s status to be initiated. The deadline for the re-registration of all existing companies is three years following 1st of January 2008.

If the company is registered before the Trade Register or re-registered, then the following requirements should be fulfilled for the purpose of closing up the company.

The necessary steps for dissolving and liquidation of a Bulgarian limited company:

The liquidation could be initiated when a decision by the shareholders for closing up the company is voted. The term “dissolving” of a company means termination of the activity of the company as a legal entity. The dissolved company is a company which has been already stopped to act as a legal entity. As at the moment of its dissolving, the company has already created relations with third parties. Such relations could not be terminated immediately after the dissolving, so it is necessary the company to be liquidated after its dissolving, so that the company could close its existing relations with third parties. Then, during the process of its liquidation the company still exists as a legal entity but its commercial activity has been stopped. It means that the company is not allowed to participate in any commercial transactions or to sign any commercial contracts. The liquidation process shall be finished during a specified deadline (maximum 6 months) and after its expiration the company shall be erased from the Trade Register. The main goal of the liquidation process is to be arranged the existing relations between the company and the third parties, the assets and shares to be divided between the shareholders as well as the company to be at last erased from the Trade Register.

I. Dissolving (dissolution) of a company. For the purpose of dissolution (dissolving) of a company, the shareholders are obliged first to take a decision for its dissolution (dissolving). The company shall be dissolved upon the relevant decision of the partners adopted with a majority of 3/4 of the capital of the company; this circumstance should be registered in the Trade Register. On the other hand, for the purpose of dissolving of a company, it is necessary the manager of the company to notify the Tax Office for the dissolution of the company. It is also necessary a period for finishing the liquidation process to be determined as well as a liquidator to be appointed (usually the manager is acting as a liquidator).

II. Liquidation. Liquidation shall be carried out after the dissolution of a company The company's liquidator shall be its manager, except where another person has been appointed with the articles or with a resolution of the general meeting.

So, the first step is in the Trade Register to be published the fact of dissolution of the company and the process of starting its liquidation. The exact deadline for completion of the liquidation shall be determined by the General Meeting of the company and it could ot be less than 6 months. The liquidators shall be registered in the Trade Register after presenting notary certified consents with their specimen signatures. Before the Trade Register it shall be presented the General Assembly’s protocol where the following decisions should be taken: a decision for liquidation of the company and the period for completion of the liquidation process, a decision for appointing a liquidator, a decision for specifying the remuneration of the liquidator. It is also necessary to be presented a notification under art. 77/ Tax Code as by law the company is bound to notify the Tax Office for the dissolution of the company and starting the process of its liquidation. Respectively, the Tax Office is bound to send to the Trade Register all current information regarding fulfillment of the tax obligations of the company.
After publishing the above facts in the Trade Register, the liquidators of the company are bound to send invitations to the eventual creditors and to invite the company’s creditors to make their claims. The invitations shall be in writing and delivered to all known creditors as well shall be announced in the Trade Register. The company's assets shall not be distributed before six months have passed from the date that the notice to the creditors was announced in the Trade register. This means that the closing of the company could not be made before expiration of the deadline of 6 months after publishing of the invitations in the Trade Register.
The other necessary step after publishing of the above circumstances is drawing up a balance sheet as of the moment of dissolution of the company. The balance sheet should be prepared from the moment of dissolution of the company to the moment of starting of the liquidation process. If the liquidation process continues more than one year, then the liquidators should prepare annual balance sheet.

III. When all liabilities have been settled and the remaining assets distributed, the liquidator shall apply for deletion of the company from the Commercial Register.
For this purpose the liquidators shall apply before the Trade Register and to attach to the application letter for deletion of the company also the closing accountancy balance, decision of the General assembly for accepting of the closing accountancy balance, as well as the decision of the General assembly for dividing the assets of the company and releasing the liquidators from the responsibility of their actions. The document under article 5 (10) of the Social Code should be also attached.

In a view of the above we should mention that the dissolving of the company should be definitely distinguished from its deletion from the Trade Register. The dissolving is in fact a termination of the activity of the company as the deletion of a company from the Trade Register means the opposite concept of its creation.