Bulgaria: No obligation for dormant companies to file notice of cessation of activity every year

This amendment aims to reduce the administrative burden on business and accelerate the processing of documents filed with the Commercial Register and the Non-profit legal entities Register

As of 1 January 2020, companies that have ceased activity need only file a ‘once-only’ notice of cessation of activity with the Commercial Register and the Non-profit Legal Entities Register (“the CRNLER”), that is, only for the first reported period of non-operation.

In addition, the Accountancy Act lays down a definition of enterprises that have not carried out any activity during the reporting period as these undertakings have to simultaneously meet the following conditions:

  • no transactions under Article 1 (1) of the Commerce Act (e.g. purchasе of goods or other chattels for the purpose of reselling them in their original, processed or finished form; sale of one’s own manufactured goods; commercial agency and brokerage; commission, forwarding and transportation transactions; insurance transactions; purchase of securities for the purpose of resale; banking and foreign-exchange transactions; bills of exchange, promissory notes and cheques; warehousing and supervision transactions; licensing transactions and transactions in intellectual property; hotel operation, tourism, advertising, information, entertainment, impresario and other services; purchase, construction or furnishing of real property for the purpose of sale, and leasing) have been effected during the reporting period;
  • no conditions for recognizing income under the Accountancy Act and applicable accounting standards have occurred during the reporting period;
  • no activity related to investment, production and/or sales has been carried out;
  • no purchases of goods and services aimed at earning income and profits have been effected.

The filing deadline is 31 March of the year following the period of cessation of activity and no state fee is due for this service. So far, so-called dormant companies had to file notice every year to the CRNLER.

It should be noted that non-profit legal entities which have been entered in the CRNLER and fulfil the abovementioned criteria are also obliged to file a notice. However, no such obligation exists for sole traders inactive during the reporting period.

Needless to say, all other entities that carry out activity during the reporting period are required to file their annual financial statements for publication in the CRNLER by 30 June of the following year.

Source: §39 of the Act amending and supplementing the Corporate Income Tax Act (Promulgated in the State Gazette issue No. 96 of 6 December 2019).

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