Dormant company in Bulgaria 2026: no-activity declaration

If your Bulgarian company had no activity at all in 2026, it does not publish annual financial statements. Instead it files a declaration of no activity in the Commercial Register under Art. 38(9)(2) of the Accountancy Act (ЗСч), by 30 June 2027. The declaration is free and is filed once, for the first year without activity. A dormant company does not file an annual corporate tax return, but a VAT-registered one must keep filing monthly VAT returns. If you file neither statements nor the declaration, the manager can be fined and the company sanctioned.

What counts as a company with no activity

The Accountancy Act gives an exact definition (§ 1, item 30 of its Additional Provisions). A company had no activity if, during the year, all of the following are true:

it made no commercial transactions under Art. 1(1) of the Commerce Act;
no conditions arose to recognise revenue under the Accountancy Act and the accounting standards;
it carried out no investment, production or sales activity;
it bought no goods or services in order to earn income or profit.

If in 2026 the company issued even one invoice, earned any revenue or bought goods for resale, it does not qualify. It then prepares and publishes annual financial statements in the normal way.

The declaration of no activity

Under Art. 38(9)(2) ЗСч, dormant companies do not publish annual financial statements. Instead they declare the fact on a form approved by the Minister of Finance. The key rules:

Deadline: 30 June of the following year. For 2026 the deadline is 30 June 2027.
Where: traders file it in the Commercial Register of the Registry Agency (Art. 38(9)(2)(a) ЗСч).
Fee: no state fee is charged for publishing it (Art. 38(11) ЗСч).
Once: the fact is declared once, for the first reporting period without activity (Art. 38(9)(2) ЗСч). If the company was already dormant in 2025 and filed the declaration for that year, the wording of the law does not require a new declaration for 2026.
Sole traders (ЕТ) without activity do not file this declaration at all (Art. 38(10) ЗСч).

By 31 July the Registry Agency sends the National Revenue Agency (NRA) a list of companies that filed a declaration of no activity. By 31 October it sends a list of companies that did not publish their annual statements. The NRA then has two months to start checks (Art. 38(13)–(15) ЗСч).

What happens if you file nothing

A company that files neither the declaration nor its statements breaches Art. 38 ЗСч. The penalties are set in Art. 74(1) ЗСч:

a fine for the responsible person of 200 to 3,000 лв, i.e. €102.26 to €1,533.88;
a financial sanction for the company of 0.1% to 0.5% of its net sales for the year, but at least 200 лв, i.e. €102.26.

A repeat breach doubles the fine or sanction (Art. 74(2) ЗСч). The law still states the amounts in leva. Since 1 January 2026 they are converted to euro at 1.95583 and rounded to the cent (Art. 12 and 13 of the Euro Adoption Act).

Taxes and contributions for a dormant company

Corporate tax and the annual return

Companies with no activity within the meaning of the Accountancy Act file neither an annual tax return nor an annual activity report (Art. 92(4) of the Corporate Income Tax Act, ЗКПО). A return is filed only if corporate tax or tax on expenses becomes due for the year, or if the company wants to declare other data. The annual activity report filed with the tax return (Art. 92(3) ЗКПО) is the statistical report collected for the National Statistical Institute (NSI). A dormant company therefore files neither.

VAT

A VAT-registered company files a VAT return for every month by the 14th of the following month, even when it had no supplies at all (Art. 125(1), (4) and (5) of the VAT Act, ЗДДС). VAT registration does not end automatically when the company stops trading. If you expect no activity, discuss deregistration with your accountant where there are grounds for it (Art. 108 ЗДДС).

The owner's social security

Owners of commercial companies are insured as self-insured persons when they actually work in the company (Art. 4(3)(2) of the Social Security Code, КСО). If nobody works in the company, there is no basis for contributions as an owner. If you were self-insured and are stopping, file the declaration of interruption of work with the NRA. It is the same form used for starting, interrupting, resuming or ending work. If you have no other insurance, for example through an employment contract, you personally owe a health insurance contribution: €24.81 a month from 1 August 2026 (€22.03 until 31 July 2026).

Example

Alfa EOOD was registered in 2024, had revenue in 2025 and is not VAT-registered. From January 2026 the owner stops trading: no invoices, no revenue, no purchases. The manager is employed under a labour contract at another company. Alfa EOOD's obligations for 2026 are:

by 30 June 2027: a declaration of no activity in the Commercial Register, with no state fee;
no annual corporate tax return and no NSI report for 2026;
no monthly VAT returns, because the company is not VAT-registered;
the owner is not self-insured, and their health insurance comes from the labour contract.

If the company pays even one invoice for goods it plans to resell, condition (d) of § 1, item 30 ЗСч is no longer met and it must prepare annual financial statements.

Does a dormant company need an accountant?

The company is still an enterprise under the Accountancy Act and must keep its records for the statutory periods (Art. 12 ЗСч). The annual statements of a dormant micro-enterprise may be prepared by its owner (Art. 17(2) ЗСч). Even so, checking that the company really meets all four conditions, filing the declaration and keeping track of VAT and contributions take care. With us, bookkeeping for such a company starts at the €17 a month plan. See our prices and accounting services; the year's deadlines are in the tax calendar.

Frequently asked questions

Do I have to file the declaration every year?

The law says the fact is declared once, for the first reporting period without activity (Art. 38(9)(2) ЗСч). If the company becomes active again in a later year, it publishes annual financial statements for that year.

How much does filing the declaration cost?

No state fee is charged for publishing it (Art. 38(11) ЗСч).

Does a dormant company owe corporate tax?

Not if it has no taxable profit. It also does not file an annual tax return unless tax on expenses arose or it wants to declare other data (Art. 92(4) ЗКПО).