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Date: January 21st 2012
непререгистрирани фирмиDeadline for re-registration of Bulgarian companies and cooperations has expired. What will happen next?

On December 31st 2011 has expired the deadline in which the Bulgarian companies and co-operations, registered at the District Courts, could submit their applications for re-registration to the Registry Agency.

After this date, not re-registered companies and co-operations don’t have the right:

  • to carry out business;
  • to make claims and apply for initiation of enforcement proceedings;
  • to perform deals with their properties.

Any disposal of the assets of companies and co-operations with suspended activity made after December 31st 2011 are null and void. Sole function of the legal representative of such companies and co-operations remains to receive statements addressed to the company.


From January 01st 2012 all Sole Traders and Branches of Foreign Traders, for which re-registration is not requested, are considered automatically deleted. The court of last registration archives their company files. For this procedure no taxes are owed.


Until June 01st 2012, Registry Agency must prepare a List of entities who has applied for re-registration in time, but refused. If the refusal is revoked, the Agency should automatically re-register the company, which will reflect in the List.


Based on the above-mentioned List, until January 31st 2015, any “interested party*” may submit to the court of last registration an application for announcing the liquidation of the company or the cooperation, for the appointment of a liquidator and a liquidation period, for determining the remuneration of the liquidator and determination of the amounts needed to open liquidation proceedings.


*”interested party” under the Law for the Commercial Register is a partner, shareholder, cooperative member, board member of the company with suspended activity, party in current legal and executive affairs, creditors of the trader, the personal creditors of the partners/cooperative members, government bodies, local authorities and agencies. The quality creditor can be proved with an administrative act, enforceable court decision, writ of execution or warrant for execution or determination of the claim.


All costs for liquidation proceedings are borne by the trader, in case where the trader doesn’t have the resources, necessary for the liquidation, including for remuneration of the liquidator, the “interested party” provides own funds for the liquidation, including the payment of the liquidator.


When the costs for opening liquidation proceedings are provided by the “interested party”, who has requested the liquidation of the company, these costs will be regained in full immediately after the sale of the company’s properties, before satisfying the rest of the creditors.


January 31st 2017 is the deadline for completion of the liquidation. After this date the Registry Agency will automatically delete the companies and co-operations:

  • for which liquidation has not been requested;
  • for which the liquidation hasn’t over, caused by the inactivity of the liquidator and/or the “interested party”;
  • for which an insolvency proceedings hasn’t been started.


Lawyer`s Office Tomovski