Mandatory elements
Voluntary dissolution by resolution of the partners (Art. 154(1)(2) of the Commerce Act — a 3/4 majority of the capital for an OOD, or a sole-owner resolution for an EOOD) requires the resolution to contain:
| Element | What it contains |
|---|---|
| Resolution to dissolve | an express statement of intent to dissolve the company and open liquidation |
| Appointment of a liquidator | by default, the manager (Art. 156 of the Commerce Act), unless another person is designated |
| Liquidation term | a declared period (typically 6 months), counted from entry of the dissolution |
The liquidator takes over the management and representation of the company for the liquidation period and must issue a notice to creditors, published in the Commercial Register (Art. 267 of the Commerce Act).
Example — completed resolution
The document filed with the Commercial Register is the Bulgarian-language решение (resolution). This English version explains each clause so a non-Bulgarian-speaking owner understands what is being signed; we prepare the Bulgarian original for filing.
RESOLUTION
on the dissolution and liquidation of "[Company name]" EOOD, UIC (EIK) [EIK number]
I, the undersigned Hristo Ivanov, acting as sole owner of the capital of "[Company name]" EOOD, UIC (EIK) [EIK number]:
RESOLVE:
1. To dissolve "[Company name]" EOOD and open liquidation proceedings, effective from entry of this resolution in the Commercial Register.
2. To appoint [Liquidator's full name], personal ID No. [personal ID number], as liquidator of the company.
3. To set a liquidation term of [6] months, counted from entry of the dissolution.
4. The liquidator takes over the management and representation of the company for the liquidation period.
After the resolution
The resolution opens the proceedings, but the full procedure continues with notifying the NRA, a notice to creditors, opening and closing liquidation balance sheets, and removal from the Commercial Register. The entire process and pricing are described in company closure.
Frequently asked questions
Who can act as liquidator?
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By default, the company's manager, unless the resolution designates a different person as liquidator.
What is the minimum term for liquidation?
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The law does not set a minimum term, but a 6-month period is declared in practice so creditors can submit their claims after the notice under Art. 267 of the Commerce Act.
Can the declared liquidation term be extended?
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Yes, with a new resolution by the owner or the general meeting, if the liquidation is not completed within the originally declared term.
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Sources
Commerce Act, Art. 154(1), Art. 156, Art. 266–274 (Chapter XVII, liquidation of commercial companies). Verified 4 September 2026.
Important
This template is general in nature. The full procedure, deadlines, and pricing are covered in company closure.