Decision to wind up and liquidate an EOOD

A decision by which the sole owner of the capital winds up a Bulgarian single-member limited liability company (EOOD), opens liquidation, appoints the liquidator and sets the liquidation period and the liquidator’s remuneration. The template is for a company whose assets cover all its debts.

The template is for an EOOD whose assets cover all its debts. Where the company has employees, property, a VAT registration or disputes, or has several owners, we can draft the documents and run the whole liquidation. Request a consultation

The sole owner decides the matters within the competence of the general meeting (Art. 147(2) of the Commerce Act), including the winding-up of the company (Art. 154(1)(2)), which opens liquidation proceedings (Art. 156(1)). The Commerce Act does not require notarial form for the winding-up decision (it is required only for the decisions listed in Article 137(4)), but the liquidator’s consent with a specimen signature must be notarised (Art. 266(3)). The winding-up takes effect, and the liquidator’s appointment has effect, on registration in the Commercial Register (Art. 140(3) and (4)).

In an OOD, the same matters are decided by the general meeting by a majority of three quarters of the capital, unless the articles require more (Art. 154(1)(2)), and recorded in the minutes of the meeting. This template is for an EOOD.

What to include

• the details of the company and of the sole owner and, where the owner is a legal entity, of the person who represents it;
• the liquidator: this may be the manager, who is the liquidator by law unless another person is appointed (Art. 156(2)); where there are several liquidators, they represent the company only jointly (Art. 269(2));
• the period within which the liquidation must be completed; it can be extended if needed (Art. 266(2)), but allow a margin: under the standard procedure the assets may be distributed only six months after the invitation to creditors is published (Art. 272(1)), and the NRA certificate is issued within up to 60 days;
• the liquidator’s remuneration, or that the liquidator receives none (Art. 266(5)).

Fast-track liquidation

Point 5 of the template chooses the fast-track procedure under Article 274a of the Commerce Act, in which the assets are distributed three months, rather than six, after the invitation to creditors is published (Art. 274a(2)). Choose it only if the company: has had no business, employees or VAT registration for more than 12 months; has no unpaid debts to the state or municipalities and no open NRA proceedings to establish tax or social security liabilities; is not a defendant in court proceedings or a debtor in enforcement or payment-order proceedings, and no enforcement has begun against it under the Special Pledges Act or the Financial Collateral Arrangements and Close-out Netting Act (Art. 274a(1)). If any condition is not met, delete point 5.

What happens after the decision

1. The company notifies the territorial directorate of the National Revenue Agency (NRA) for its seat, which issues a certificate of notification within up to 60 days (Art. 77(1) of the Tax and Social Security Procedure Code). In a fast-track liquidation, a declaration by the liquidator on the conditions in Article 274a(1) of the Commerce Act is filed instead of the certificate (Art. 274a(3) and Art. 49(1)(1) of Ordinance No 1 of 14 February 2007), and the Registry Agency notifies the NRA electronically (Art. 77b of the Code).
2. The liquidator has their consent and specimen signature notarised (Art. 266(3) of the Commerce Act).
3. The liquidator, as the company’s new representative, or a lawyer holding an express power of attorney files an application on form B6 (Art. 15(7) of the Commercial Register and Register of Non-Profit Legal Entities Act), with the decision, the liquidator’s consent and the NRA certificate or the declaration (Art. 49(1) of Ordinance No 1). In a fast-track liquidation, the application to the NSSI under Article 5(10) of the Social Security Code is also filed through the Registry Agency (Art. 49(2) of Ordinance No 1). The state fee is EUR 10.23 online or EUR 20.45 on paper, and once registered the company name carries the suffix “в ликвидация” (in liquidation) (Art. 9 of the Commerce Act).
4. The liquidator sends a written invitation to every known creditor and publishes it in the Commercial Register (Art. 267), for a fee of EUR 10.23 online or EUR 20.45 on paper.
5. The assets are distributed only six months after the invitation is published, or three months in a fast-track liquidation, and once the creditors have been paid; the liquidator then applies for the company’s deletion (Arts 272(1), 273(1) and 274a(2)).

If the assets do not cover all debts, the route is insolvency, not liquidation: the liquidator must apply to open insolvency proceedings within 30 days of the company becoming insolvent or over-indebted (Art. 626). Each step, the taxes and the NSSI audit are covered in detail in our guide to liquidating an OOD or EOOD.

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