Ex officio strike-off of a company for unpublished annual financial statements (ГФО) is a fear we often hear from owners of "dormant" OODs and EOODs (limited liability companies). Usually the company was registered for a project that never happened, there has been no activity for years, and the annual financial statements have not been published. Then the warning comes from acquaintances or online forums that the Registry Agency "will close it down by itself" and that this will have serious consequences for the partners.
The truth is different and, in a sense, less pleasant. As of October 2026, the law contains no procedure under which the Registry Agency automatically strikes off a trader simply because it has not published its annual financial statements. The company does not disappear by itself, and every year without published annual accounts is a separate offence for which fines are imposed. Below we explain what you risk and how to clean up or close the company properly.
Is a company struck off ex officio for unpublished annual accounts?
No. The Commercial Register and Register of Non-Profit Legal Entities Act (ЗТРРЮЛНЦ) governs how circumstances are entered and deleted. Entries and deletions are made on application or on the basis of an act of a court or another state authority (Art. 14 of that Act). The law contains no rule under which a registration officer deletes a company of their own motion because it has failed to publish its annual accounts for several years in a row.
A commercial company is deleted from the register in one of several ways:
- After liquidation. The liquidators settle the liabilities, distribute the remaining assets and apply for deletion (Art. 273 of the Commerce Act, ТЗ).
- After insolvency proceedings. There, the decisions are taken by the insolvency court.
- After dissolution by court decision. For an OOD this is possible, for example, on a claim by the prosecutor where the company has had no registered manager for three months (Art. 155(3) of the Commerce Act). That ground relates to the absence of a manager, not to unpublished accounts.
The real risk: easier insolvency
Rather than ex officio strike-off, unpublished accounts carry a different and more serious risk. Since 2017, the Commerce Act presumes that a trader is insolvent if it has not applied for publication of its annual financial statements for the last three years (Art. 608(2) of the Commerce Act). The presumption can be rebutted, but the burden of proving that the company is solvent falls on you.
A petition to open insolvency proceedings may be filed by any creditor and, for public liabilities, also by the National Revenue Agency (НАП) (Art. 625 of the Commerce Act). If the court opens proceedings, a trustee takes over the management, and the company's assets are realised to pay the debts. That is why a company with debts and "gaps" in its accounts is far more vulnerable than its owners assume.
From our practice: Do not count on "the state closing the company for you". As long as the company is registered, it has obligations, and you as manager are responsible for them. The longer the company is neglected, the more it usually costs to clean it up.
What are the deadlines for publishing annual accounts?
The deadlines are in Art. 38 of the Accountancy Act (ЗСч). Traders publish their annual financial statements in the Commercial Register by 30 September of the following year. If the company has had no activity, instead of annual accounts it files a declaration of no activity by 30 June of the following year. The declaration is filed once, for the first reporting period in which there is no activity (Art. 38(9)(2) of the Accountancy Act).
| Obligation | Deadline | Legal basis |
|---|---|---|
| Publication of annual accounts by a trader | 30 September of the following year | Art. 38(1)(1) of the Accountancy Act |
| Declaration of no activity | 30 June of the following year | Art. 38(9)(2) of the Accountancy Act |
| Re-submission after a refusal | 14 days from the refusal becoming final | Art. 38(2) of the Accountancy Act |
| List of non-compliant companies sent by the Registry Agency to the National Revenue Agency | by 31 October | Art. 38(13)(1) of the Accountancy Act |
Two details that are often overlooked:
- Sole traders (ЕТ) do not publish annual accounts if they are not subject to a mandatory independent financial audit. Nor do they file a declaration of no activity (Art. 38(9)(1) and (10) of the Accountancy Act).
- Filing is electronic. Since 1 January 2026, annual accounts filed through the information system of the National Statistical Institute (НСИ) are published automatically in the trader's file. The exceptions are joint-stock companies and companies subject to a mandatory audit (Art. 19(8) of the Commercial Register and Register of Non-Profit Legal Entities Act).
What you actually risk: fines under the Accountancy Act
The main sanction for unpublished annual accounts is in Art. 74 of the Accountancy Act. The law still states the amounts in leva. Since 1 January 2026 they are applied in euro at the fixed rate of BGN 1.95583 to EUR 1.
- Fine for the person under the obligation (in practice, the manager): BGN 200 to 3,000, i.e. approximately EUR 102.26 to 1,533.88.
- Pecuniary sanction on the company: 0.1 to 0.5 per cent of net sales revenue for the year for which the accounts were not published. The sanction cannot be less than BGN 200, i.e. about EUR 102.26. This means that a sanction is imposed even on a company with no revenue.
- For a repeat offence the fine or sanction is doubled (Art. 74(2) of the Accountancy Act).
The mechanism is automatic. By 31 October each year, the Registry Agency sends the National Revenue Agency an electronic list of the companies that have not published annual accounts for the previous year. Within two months, the National Revenue Agency carries out checks (Art. 38(13) and (15) of the Accountancy Act). The statements of offence are drawn up by National Revenue Agency officials, and the penalty decisions are issued by the Minister of Finance or persons authorised by the Minister (Art. 78 of the Accountancy Act). A penalty decision can be appealed before the district court within 14 days of service.
Every missed year is a separate offence. For a company that has not published accounts for five years, the risk of sanctions accumulates for each of those years.
Other consequences for a "dormant" company
Fines are not the only problem.
- With banks and counterparties. The absence of published accounts usually raises questions when applying for a loan, taking part in tenders or being checked by a future partner.
- On closure. Fast-track liquidation is possible only if the company has no outstanding liabilities to the state and the municipalities (Art. 274a(1)(4) of the Commerce Act). Unpaid fines are such a liability and can close off this route.
- On a sale. A buyer of shares almost always asks for a check on the published accounts and on liabilities to the National Revenue Agency. A company with "gaps" in its accounts is hard to sell and sells for less.
- Without a manager. If the manager has died or been removed and no new one is registered for three months, the prosecutor may ask for the company to be dissolved by the court (Art. 155(3) of the Commerce Act). Liquidation then follows, which the partners do not fully control.
How to put things right: publishing the missed annual accounts
Missed accounts can be published late. This does not erase the offence already committed, but it stops new ones from accumulating and makes the company fit for sale, a fresh start or closure. The usual procedure is as follows:
- Search the Commercial Register by company number (ЕИК). Check which years have published annual accounts or a declaration of no activity, and which do not.
- Reconstruct the accounting. Instruct an accountant to prepare the accounts for each missed year on the basis of the available documents and bank statements.
- Adopt the accounts. In an OOD they are adopted by the general meeting, and in an EOOD by the sole owner, by written decision.
- File the accounts electronically with a qualified electronic signature, following the procedure applicable to the year concerned. For the first year with no activity, a declaration is sufficient if the conditions of Art. 38(9)(2) of the Accountancy Act are met.
- Prepare for a National Revenue Agency check. Keep evidence that the accounts have now been published. If you receive a statement of offence or a penalty decision, assess with a lawyer whether there are grounds for appeal.
- Decide what you will do with the company. Will you use it again, sell it or close it?
From our practice: If the company has had no activity, check whether a declaration under Art. 38(9)(2) of the Accountancy Act was filed for the first such year. A missed declaration, or one filed for the wrong year, is one of the most common reasons a company ends up on the National Revenue Agency's list without the owner suspecting anything.
Alternatives: sale of the shares, liquidation or fast-track liquidation
When you no longer need the company, close it or transfer it in the manner provided by law, rather than waiting for an ex officio strike-off.
| Option | When it is suitable | Indicative time |
|---|---|---|
| Transfer of the shares | There is a buyer and the company is "clean" | Weeks |
| Ordinary liquidation | There are assets, receivables or creditors | No less than 6 months after the notice to creditors |
| Fast-track liquidation | No activity, employees, VAT registration or debts to the state for more than 12 months | 3 months by law, but as of October 2026 not yet working in practice |
| Insolvency | The company cannot pay its debts | Set by the court |
Transfer of shares is covered in detail in our article on the transfer of company shares in an OOD. With a company that has unpublished annual accounts, the buyer usually insists that the accounts be published and the liabilities to the National Revenue Agency be cleared first.
Ordinary liquidation begins with a decision to dissolve the company and the registration of a liquidator. The liquidator issues a notice to creditors, which is published in the Commercial Register (Art. 267 of the Commerce Act), and notifies the National Revenue Agency (Art. 268(3) of the Commerce Act). The assets are distributed only after six months have passed since the notice was published (Art. 272(1) of the Commerce Act).
Fast-track liquidation (Art. 274a of the Commerce Act) was introduced by the 2024 amendments to the Commerce Act. Under it, the period after the notice to creditors is three months. It is available only if the company meets all six conditions at the same time:
- it has had no activity for more than 12 months;
- it has had no employees for more than 12 months;
- it has not been registered for VAT for more than 12 months;
- it has no liabilities to the state and the municipalities;
- it has no pending tax audit or other proceedings with the National Revenue Agency;
- it is not a defendant in a court case and not a debtor in enforcement or order-for-payment proceedings.
From our practice: Fast-track liquidation depends on the technical readiness of the Registry Agency, the National Revenue Agency and the National Social Security Institute (НОИ). The Commercial Register Ordinance set a deadline of 30 June 2026 for this, but as of October 2026 the procedure is still not working in practice. Until that changes, the realistic route to closure is ordinary liquidation.
If you plan to start a new business with a clean structure, see also our article on registering an OOD or EOOD in 2026. You can discuss the details of closure procedures with our commercial law team.
What happens to the company's receivables and debts on deletion?
The company's receivables must be collected before deletion. The liquidators are required to complete current transactions and collect receivables (Art. 268(1) of the Commerce Act). Uncollectable receivables may be written off after the creditors have been satisfied (Art. 272(4) of the Commerce Act). If the company has unpaid invoices from customers, read our article on how to collect an unpaid invoice. There we describe the path from the payment demand to the enforcement agent.
The company's debts do not disappear just because it has been neglected. A creditor who has brought a court case, applied for an order for payment or holds a writ of execution against the company may ask the regional court to prohibit its deletion (Art. 273(3) of the Commerce Act). If, after deletion, it turns out that further liquidation steps are needed, the Registry Agency may appoint liquidators at the request of an interested party (Art. 273(2) of the Commerce Act).
In an OOD or EOOD, the partners are, as a rule, not personally liable for the company's debts. The manager, however, is liable to the company for damage caused to it (Art. 145 of the Commerce Act). Separately, the manager personally bears the fines under the Accountancy Act. A sole trader is not a separate legal entity. That is why deleting a sole trader does not release the individual from the obligations incurred in the course of their business.
Heirs of a partner in a "dormant" company
Heirs often learn about a late parent's company only when searching for their assets. The consequences depend on the type of company.
- An EOOD owned by an individual is dissolved on the owner's death, unless otherwise provided or the heirs ask to continue the business (Art. 157(1) of the Commerce Act).
- In an OOD, the deceased partner's membership ends (Art. 125(1)(1) of the Commerce Act). The financial consequences are settled on the basis of a balance sheet as at the end of the month of death (Art. 125(3) of the Commerce Act). The articles of association may contain special rules, so they must be checked.
If the company has unpublished annual accounts, the balance sheet on which the heirs' share depends may simply not exist. So the first step is often to reconstruct the accounts. How to establish whether the deceased had company shares, accounts and properties is explained in our article on tracing an estate: accounts, property and company shares.
Frequently Asked Questions (FAQ)
Does the Registry Agency strike off a company that has not published its annual accounts?
As of October 2026, the law contains no procedure for the automatic deletion of a trader solely because of unpublished annual financial statements. The Registry Agency sends a list of non-compliant companies to the National Revenue Agency, which carries out checks and imposes fines. The company remains registered until it is liquidated, declared insolvent or dissolved by the court. The real danger lies elsewhere: where accounts for the last three years have not been published, the law presumes that the company is insolvent (Art. 608(2) of the Commerce Act), which makes it easier for creditors to petition for insolvency.
What is the deadline for publishing annual accounts?
Traders publish their annual financial statements in the Commercial Register by 30 September of the following year (Art. 38(1)(1) of the Accountancy Act). If there was no activity during the year, a declaration of no activity is filed instead by 30 June of the following year.
What is the fine for not filing annual accounts?
The manager can be fined BGN 200 to 3,000 (approximately EUR 102.26 to 1,533.88). The company faces a pecuniary sanction of 0.1 to 0.5 per cent of net revenue for the year, but not less than BGN 200 (about EUR 102.26). For a repeat offence the amount is doubled (Art. 74 of the Accountancy Act).
Do sole traders have to publish annual accounts?
Sole traders that are not subject to a mandatory independent financial audit are not required to publish annual accounts. Nor do they file a declaration of no activity (Art. 38(9)(1) and (10) of the Accountancy Act). Sole traders that are subject to an audit are required to publish their accounts.
Can I publish annual accounts for past years?
Yes, missed accounts can be published late. This does not cancel the offence already committed, but it stops further omissions from accumulating and makes the company fit for sale or liquidation.
Can I sell a company with unpublished annual accounts?
There is no legal prohibition, but in practice the buyer almost always requires the accounts to be published and the liabilities to the National Revenue Agency to be paid first. We explain how the transaction itself works in our article on the transfer of company shares in an OOD.
Can a company with unpaid fines go through fast-track liquidation?
No. Fast-track liquidation under Art. 274a of the Commerce Act requires the company to have no outstanding liabilities to the state and the municipalities, and fines and sanctions imposed are such liabilities. In that case, the options are ordinary liquidation or paying the liabilities first. In addition, as of October 2026 fast-track liquidation is still not working in practice.
What happens to the money customers owe the company?
Before deletion, the liquidator must collect the company's receivables or write them off as uncollectable in the manner provided by law. You will find practical advice on collecting an unpaid invoice in our article from payment demand to enforcement agent.
What happens if a partner in a "dormant" company dies?
In an OOD, the deceased's membership ends and the heirs are entitled to the cash value of the share, calculated on the basis of a balance sheet. An EOOD owned by an individual is dissolved unless the heirs ask to continue the business. We explain how heirs can find the deceased's company shares and other assets in our article on tracing an estate.
Is it better to close the old company and register a new one?
It depends on the company's history, its liabilities and whether it has valuable contracts, licences or a name on the market. Sometimes cleaning up the old company costs less than closing it. We describe the requirements for a new company in our article on registering an OOD or EOOD.
How can we help you?
If you have a company with unpublished annual accounts, the most expensive decision is usually to do nothing. We will check the company's file and liabilities. We will tell you the real risk of sanctions and propose the most suitable route: cleaning it up, selling the shares, or ordinary or fast-track liquidation.
The information in this article is general and does not replace specific legal advice. Legislation in this area changes frequently. If you would like to discuss your case, contact Mechkova & Dimitrova Law Firm.
