03 Jul WINDING-UP A BULGARIAN COMPANY

03.07.2021

Author: Doychin Ivanov, attorney-at-law

Main stages of the winding-up procedure

The purpose of the winding-up procedure is closing – down a company by satisfying all creditors and distribution of remaining company’s property among the shareholders.

In the course of the procedure several aspects are treated: commercial relations, employment relations, satisfaction of public debts, accounting matters, etc.

The winding-up procedure is managed by a Liquidator appointed by the shareholders of the company.

The procedure commences by an application to the National Revenue Agency, which has to issue a special certificate evidencing the fact that it is informed on the forthcoming winding-up of the company. The term for issuance of the certificate is 60 days.

Only after that the company is entitled to submit an application with the Commercial Register containing the representation that it has ceased its business activity and the competent company’s body decided to wind-up the company.

The above said application is accompanied by an explicit Invitation to all creditors, who are invited to claim their receivables within the term of no less than 6 months.

Within the period of the above said 6 months the company has to:

• terminate all commercial contracts and satisfy all creditors
• terminate all employment contracts and hand-over all documents related to existed employment relationships to the National Social Security Institute
• deregister from the VAT Register (if registered) and pay all established and due public debts
• remained company’s assets have to be sold and received money distributed among the shareholders

By the end of the procedure the company presents to the Commercial Register final balance sheet, accompanied by an explanatory report, final report of the Liquidator, resolution of the shareholders approving the reports and other documents required by the law.

In case the officials with the Commercial Register approve the application, they deregister the company from the Commercial Register.

Term of the procedure

Should the procedure run smoothly, it is feasible to be completed within 7-9 months.

Please bear in mind that the above said term may be extended in case the revenue authorities decide to initiate tax audit procedure upon the notification for the envisaged winding-up of the company.

Assistance needed

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The team of Ivanov and Yonkova Law Firm remains at disposal for provision of legal opinion and answers to any supplementary questions regarding the present or any other topic, you may have.

The present article does not represent legal opinion or advice on specific case or situation.

Author: Doychin Ivanov, attorney-at-law

Managing Partner Ivanov and Yonkova Law Firm