Termination of a Sole Proprietor

The grounds for termination of a Sole Proprietor (SP) from the Commercial Register are stipulated in Art. 60a of the Commercial Law:

  • in case of termination of their activity or establishing a residence abroad;
  • in case of death;
  • in case of distraint.

The Registry Agency that keeps the Commercial Register is the authority that is competent to do the deletion of a Sole Proprietor. A1 Application Form shall be submitted at the Registry Agency where the Unified Identification Code and the firm of the Sole Proprietor shall be stated and the section "Deletion of the proprietor" shall be marked with a tick.

The deletion of a Sole Proprietor can be requested by:

  • the Sole Proprietor;
  • the inheritors – in case of death of the Sole Proprietor;
  • the guardian or the trustee – when the deletion is requested because of a distraint of the Sole Proprietor;
  • a prosecutor;
  • a lawyer with an explicit Power of Attorney;
  • another person – in the special cases stipulated by the law.

To the application shall be enclosed:

  • A certificate of notification of the Territorial Directorate to the National Revenue Agency (NRA) in reference to the provisions of Art. 77, Par. 1 of the Tax-Insurance Procedure Code, according to which in the cases of deletion of a SP from the Commercial Register, the proprietor shall submit a NOTIFICATION to the Territorial Directorate of the NRA at the address of the head office before submitting the deletion request. The Territorial Directorate issues a certificate to the proprietor in order to certify that the notification duty was fulfilled. The certificate shall be enclosed to the A1 Application Form.
  • A certificate under Art. 5, Par. 5 of the Social Security Code, according to which at termination of the activity of insurers that do not have a successor, the payrolls shall be submitted to the respective Territorial Directorate of the National Social Security Institute (NSSI), unless otherwise stipulated by the law. Employment agreements (orders of appointment), orders for re-appointment, orders for unpaid leave over 30 working days, orders for termination of employment or business relationships shall be enclosed to the payrolls. An application-declaration shall be submitted at the Territorial Directorate of the NSSI at the head office's address of the proprietor for the purpose of issuance of a certificate. The certificate shall be enclosed to the A1 Application Form.
  • A certificate of inheritors – when the deletion is done due to the death of the Sole Proprietor.
  • A copy of the court decision for distraint and a certificate from the guardian or trustee authority for appointing of a guardian or a trustee, a marriage certificate or a birth certificate for the cases when the guardian or the trustee is the capable spouse or the parents of the person under distraint.
  • A declaration signed by the applicant for the veracity of the declared circumstances – when the applicant is the Sole Proprietor, the prosecutor or a person stipulated by the law.
  • A declaration that the application and the enclosed documents have been submitted by the applicant – when the application is submitted by an authorized person with an explicit power of attorney.
  • A Power of Attorney with a notary attestation of the applicant's signature, when the application for registration of the deletion is submitted by an authorized person.
  • A Power of Attorney issued under the Bar Act when the application for registration of the deletion is submitted by a lawyer.
  • A receipt for paid state fee.

At submitting the application for deletion, a fee in amount of BGN 30 shall be paid. If the application is submitted online, the fee is BGN 15.

Termination of a Company

Any company can be terminated based on some of the grounds stipulated in the Commercial Law. A "termination" means the termination of the company's activity, i.e. it does not enter into any new contracts and does not generate new income and expenses.

Termination of a Limited Liability Company

A Limited Liability Company shall be terminated:

  • upon expiry of the term stipulated in the Memorandum of Association;
  • by a decision of the associates, acting by a majority of 3/4 of the capital of the company, if larger majority is not stipulated;
  • through a merger and acquisition of a joint-stock company, or another limited liability company;
  • in case of insolvency;
  • by a decision of the regional court in cases stipulated by this law – at the request of the associates for important reasons; at the request of the Prosecutor's Office – when the activity of the company is against the law, or when the company has had no registered manager for three months.

In the Memorandum of Association can be stipulated other grounds for termination of the company.

A Single Member Limited Liability Company (SMLtd.), in which the capital is owned by one physical person, shall be terminated after their death, unless otherwise stipulated or the inheritors want to continue the activity. When the capital is owned by one legal person, the company shall be terminated with the termination of the legal person.

Termination of a Joint-Stock Company

A Joint-Stock Company shall be terminated:

  • with decision of the General Assembly;
  • upon expiry of the period for which it was established. The General Assembly may decide to extend the period before its expiry;
  • in case of insolvency;
  • with a court decision at the address of the head office by a Prosecutor's request, if the company pursues illegal purposes;
  • in case the net value of the company's assets under Art. 247a, Par. 2 falls below the amount of the registered capital; if within a year the General Assembly does not take a decision to reduce the capital, for transformation or termination, the Company is terminated under it. 4;
  • if for 6 months the number of the members of a board of the company is less than the legal minimum, it can be terminated under it. 4;
  • upon occurrence of grounds stipulated in the Company's Statutes.

A Sole Member Limited Liability Company shall not be terminated in case of death or termination of the sole owner of the capital.

Termination of a General Partnership

A General Partnership shall be terminated:

  • upon the expiry of the stipulated period, or in other cases stipulated in the Memorandum of Association;
  • by the consent of the associates;
  • in case of insolvency;
  • unless otherwise stipulated – upon the death or the full distraint of an associate or upon termination of an associate that is a legal person;
  • by a request of the assignee in insolvency of an associate;
  • at a notification of a termination of an associate;
  • with a court decision in the cases stipulated by the law.

When the company is not limited by a term, any associate can request its termination by a 6-month notice to all associates, unless otherwise stipulated in the Memorandum of Association.

The company can be terminated with a court decision by a request of an associate, when another associate intentionally or with negligence does not fulfil their obligations under the Memorandum of Association or the execution of the obligation becomes impossible. The same rule applies also in the cases when an associates acts against the company's interests.

The associate's creditor, which can not satisfy the enforcement of the movable property of the associate for a period f 6 months, can levy distraint on the liquidation share of the indebted associate and require the termination of the company with a written notice.