Dormant EOOD in Bulgaria: what it actually costs to stay compliant

What "no activity" actually means

Under the Accountancy Act, a company has had "no activity" in a given year if it recorded no commercial transactions, no revenue-recognition events, and didn't acquire goods or services in order to generate revenue. In practice: no invoices issued, no invoices received for business purposes, no meaningful movement on the bank account beyond the account simply existing. This is a factual test, not a declaration of intent — a company that issued even one invoice or made one business purchase during the year doesn't qualify, however small the amount.

This comes up most often for two groups: founders who registered an EOOD in anticipation of a project that hasn't started yet, and founders who are winding down activity but haven't formally closed the company (see our guide on liquidation and closure if that's the actual goal — dormancy and closure are different decisions).

The one filing you can't skip: the no-activity declaration

Instead of preparing and publishing a full annual financial statement, a genuinely dormant company files a no-activity declaration with the Commercial Register and separately reports no activity to the NSI. The deadline is 30 June of the year following the reporting year — the same general timing window as annual filings for active companies, just a much lighter document. There's no state fee for the declaration itself. What has a cost is the accounting work behind it: confirming the company genuinely meets the "no activity" test (not just "low activity"), and filing the declaration correctly in both places.

This is the exact scope of our own no-activity annual filing service, priced separately from a monthly subscription since a dormant company doesn't need ongoing bookkeeping — just this one filing done right, once a year.

Miss the deadline, and the exemption disappears

If the no-activity declaration isn't filed by 30 June, the company loses its exemption from publishing a full annual financial statement — it then has to prepare and publish a complete GFO by 30 September, the same obligation an active trading company has. For a company with genuinely zero transactions, that GFO will show zeros throughout, but it still has to be prepared, signed and filed in the proper format — meaningfully more accounting work (and cost) than the declaration would have been, for a company that did nothing all year. The lesson isn't "dormancy is expensive" — it's "the deadline matters more than the amount of activity."

What still costs money while dormant

• ✓Registered address. Every Bulgarian company needs one, active or not. If you're using a virtual-office/registered-address service, that subscription continues regardless of trading activity.
• ✓The annual no-activity filing itself, if you use an accountant rather than handling the Commercial Register and NSI filings yourself.
• ✓Real estate tax — only relevant if the company owns property. A shell company using a virtual registered address, which is most non-resident-owned dormant EOODs, has nothing to declare here.
• ✓Bank account fees, if you keep one open — set by your bank, not the state, and something to check with the bank directly since some charge a minimum monthly fee regardless of balance or activity.

What does not keep costing money: there's no annual tax on the share capital, no recurring corporate tax (there's no profit to tax), and — this is the one founders ask about most — no VAT filing burden, provided the company isn't VAT-registered.

Why VAT registration and dormancy don't mix

A VAT-registered company has to file a VAT return every month, whether or not there's anything to report — a "nil return" still has to be submitted on time, every month, indefinitely. That's an ongoing filing obligation a non-VAT-registered dormant company simply doesn't carry. If you registered for VAT in anticipation of a project that's now on hold, and you don't expect to invoice again soon, deregistering (or not registering in the first place, if the company hasn't started yet) removes a real recurring cost and a real recurring deadline. This is a case-specific decision — deregistering has its own procedure and isn't always the right call if you expect activity to resume within a few months — so it's worth a specific conversation rather than a blanket rule.

Dormant, or should it actually close?

Keeping a company dormant makes sense when you expect to use it again — a project that's paused, not cancelled, or a structure you want to keep available. If there's no realistic path back to using it, liquidation and closure is usually the better call: it's a one-off process rather than an annual filing obligation that continues indefinitely, and it removes the risk of a missed deadline turning into an unnecessary full GFO.

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