A dormant EOOD is not free. Even if your Bulgarian company has zero revenue, zero clients, and zero transactions, it still carries mandatory compliance obligations that cost EUR 1,000-2,000 per year. Many foreign founders register an EOOD, pause their plans, and assume the company will quietly sit there at no cost. It will not. This guide explains exactly what "no activity" means under Bulgarian law, what you must still do, what you can stop paying for, and when liquidation makes more financial sense than keeping the company dormant. All figures are in EUR following Bulgaria's euro adoption on January 1, 2026.
What Counts as "No Activity"
The legal definition matters because it determines which exemptions your company qualifies for. Under the Bulgarian Accounting Act (Закон за счетоводството / ЗСч), Supplementary Provisions, §1, item 30, an enterprise is considered to have had "no activity" (липса на дейност) during the reporting period when all of the following conditions are met simultaneously:
- No transactions were carried out under the provisions of the Commercial Act
- No conditions arose for recognising revenue or expenses under applicable accounting standards
- No investment, production, or sales activity was carried out
- No goods or services were purchased with the aim of generating income or profit
Practical note: Paying your bank account maintenance fee, state filing fees for the no-activity declaration, and minimal accountant fees for compliance filings does not automatically constitute "activity" under this definition. These are administrative costs of maintaining the legal entity, not commercial transactions aimed at generating income. However, the interpretation is strict: if you purchase any goods or services for a future business purpose, or undertake any action from which you expect future commercial benefit, the company is considered active.
The definition is binary. There is no "partial inactivity" status. Either your company meets all four conditions for the entire reporting period (January 1 to December 31), or it does not. If you operated for even one month and then stopped, the company is considered active for that entire calendar year.
What You MUST Still Do
A dormant EOOD is exempt from several obligations that active companies face. But several requirements remain, and missing them carries fines.
1. File the No-Activity Declaration (Commercial Register)
Under Article 38(9) of the Accounting Act, companies that had no activity during the reporting period must publish a declaration of no activity with the Commercial Register. This declaration replaces the obligation to publish annual financial statements (GFO).
- Deadline: June 30 of the following year (e.g., for 2025 inactivity, file by June 30, 2026)
- Filing method: Electronic submission via the Commercial Register portal (Form G3)
- State fee: None. The filing is free of charge
- One-time filing: Once published for the first year of inactivity, the declaration does not need to be re-submitted for subsequent years of continued dormancy. It remains valid until the company resumes activity
Warning: If you miss the June 30 deadline, the exemption from publishing annual financial statements is lost. The company must then prepare and publish a full GFO by September 30 instead. Fines for non-publication start at EUR 250 for the company plus EUR 100-500 for the manager personally.
2. File Annual Report with the National Statistical Institute (NSI)
All companies — active or dormant — must submit an annual activity report to the National Statistical Institute (NSI). For dormant companies, this is a simplified report confirming no activity.
- Deadline: June 30
- Filing method: Online via the NSI website, by email, or by registered post
- Fee: None
- This is annual: Unlike the Commercial Register declaration, the NSI report must be submitted every year, even during continued dormancy
3. File Monthly Zero VAT Returns (If VAT-Registered)
If your EOOD is registered for VAT, you must continue filing monthly VAT returns — even with zero transactions. Each return includes the VAT declaration, purchase journal, and sales journal, all with zero values.
- Deadline: 14th of the month following the reporting period
- Penalty for non-filing: EUR 250-500 per missed return
- Practical solution: If the company will remain dormant long-term, apply for voluntary VAT deregistration to eliminate this monthly obligation entirely. Your accountant can handle the deregistration process
4. Maintain a Registered Address
Every EOOD must maintain a registered address (sedalishte i adres na upravlenie) in the Commercial Register. If your virtual office contract expires and the address becomes invalid, the Registry Agency can initiate proceedings to strike off the registration. A basic virtual address in Sofia costs EUR 15-25/month.
5. Maintain a Bank Account
While there is no explicit legal requirement to keep a bank account open during dormancy, practically you need one to pay the minimal compliance expenses (address fees, accountant fees, KEP renewal). Monthly maintenance: EUR 5-15.
6. Keep a KEP (Electronic Signature) Active
A qualified electronic signature (KEP) is required for electronic filings with the NRA and Commercial Register. Your accountant uses it to submit the no-activity declaration, NSI report, and VAT returns (if applicable). Annual renewal: EUR 25-50 depending on provider (B-Trust, StampIT, Evrotrust).
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The biggest cost saving available to dormant company owners is deregistering from self-insurance. If the EOOD's manager (typically the owner) was registered as a self-insured person with the NRA, they were paying monthly social security contributions on the minimum insurable income — approximately EUR 200/month (EUR 2,400/year) in 2026.
How to Deregister
When the company ceases activity, the manager must file a declaration of cessation of self-insured activity with the territorial directorate of the NRA within 7 days of stopping work. Once filed, the monthly social security obligation ends immediately.
Important: Deregistering from self-insurance means the manager loses health insurance coverage and pension accrual during the dormancy period. If the manager is a Bulgarian tax resident with no other employment, they must arrange alternative health insurance — either through another employer, voluntary health insurance contributions, or coverage in another EU/EEA country. Non-residents covered by their home country's social security system (with an A1 certificate) are not affected.
Other Costs You Can Eliminate
- Annual corporate tax return: Under Article 92(4) of the Corporate Income Tax Act (ЗКПО), companies that had no activity and have no tax liability are exempt from filing the annual CIT return with the NRA. This exemption has been in effect since 2018
- Annual financial statements (GFO): Replaced by the no-activity declaration filed with the Commercial Register. No need to prepare or publish a separate GFO
- Salary-related filings: No payroll declarations, no monthly Declaration 1 or Declaration 6, no annual income tax return for employment income
Annual Cost of a Dormant EOOD
Here is the realistic annual cost breakdown for a dormant EOOD with no activity, no salary payments, and no VAT registration. These are 2026 market rates based on hundreds of companies we work with.
| Cost Item | Monthly (EUR) | Annual (EUR) |
|---|---|---|
| Accountant (dormant rate) | €50-100 | €600-1,200 |
| Virtual registered address | €15-25 | €180-300 |
| Bank account maintenance | €5-15 | €60-180 |
| KEP renewal | — | €25-50 |
| No-activity declaration (Commercial Register) | — | €0 (no state fee) |
| NSI annual report | — | €0 (no fee) |
| Total (non-VAT dormant) | €70-140 | €865-1,730 |
If the company is VAT-registered and you choose not to deregister, add EUR 30-50/month in additional accounting fees for the monthly zero-return filings. This pushes the annual total to EUR 1,225-2,330. In most cases, applying for voluntary VAT deregistration is the smarter move for a truly dormant company.
Can you skip the accountant entirely? Technically, if you can handle Bulgarian-language electronic filings yourself (no-activity declaration, NSI report, and any VAT returns), you could eliminate the largest cost. In practice, virtually all foreign-owned EOODs need a Bulgarian accountant even during dormancy — the filings must be submitted electronically in Bulgarian via government portals. Most accountants offer a reduced dormant rate of EUR 50-100/month. For more on this, see our guide on whether you need an accountant for your EOOD.
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Get Accountant Introduction →Dormancy vs Liquidation vs Sale
If you are not planning to use your EOOD in the near future, you have three options. The right choice depends on your timeline and whether you might need the company again.
| Factor | Keep Dormant | Voluntary Liquidation | Sell the Company |
|---|---|---|---|
| Timeline | Immediate (file declaration) | 8-10 months minimum | 2-4 weeks (if buyer found) |
| One-time cost | €0 (just ongoing fees) | €625-980 (state + professional fees) | €300-600 (transfer fees) |
| Ongoing cost | €865-1,730/year | €0 after completion | €0 after completion |
| NRA audit risk | None | Possible (random selection) | Low (buyer assumes history) |
| Can resume later? | Yes, immediately | No — must register new company | No — company belongs to buyer |
| Best when | Plan to resume within 12-18 months | No plans to reuse; clean exit | Company has value (permits, history, VAT number) |
The break-even calculation is simple: if dormant maintenance costs EUR 865-1,730/year and liquidation costs a one-time EUR 625-980, then keeping a company dormant for more than one year without using it is more expensive than closing it. The exception is if you genuinely plan to reactivate within 12-18 months — re-registering a new company later costs EUR 700-1,000 in lawyer fees plus several weeks of setup time.
For the full liquidation process, timeline, and step-by-step procedure, see our detailed guide: How to close an EOOD in Bulgaria.
How to Reactivate a Dormant EOOD
If you decide to resume operations, reactivating a dormant EOOD is straightforward. There is no formal "reactivation" application — you simply start operating and comply with the obligations of an active company.
- Re-register for self-insurance with the NRA. The manager must file a declaration of commencement/resumption of self-insured activity with the territorial NRA directorate within 7 days of resuming work. Social security contributions begin from the date of resumption.
- Register for VAT (if applicable). If the company expects to exceed the EUR 50,000 annual VAT threshold, or if voluntary registration is advantageous, apply for VAT registration with the NRA. Processing takes approximately 14-30 days.
- Inform your accountant. Switch from the dormant rate to the active accounting package. Your accountant will resume monthly bookkeeping, payroll processing (if you pay yourself a salary), and VAT compliance (if registered).
- Next annual filings switch to active. For the year in which activity resumes, the company must file a full annual corporate tax return (by June 30 of the following year), prepare and publish annual financial statements (GFO by September 30), and submit a full NSI annual activity report (by June 30).
The key advantage of dormancy over liquidation is this simplicity. There are no registry filings, no waiting periods, and no state fees to resume. You can start invoicing clients the same day you decide to reactivate.
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Schedule a Call →Common concerns about dormant EOODs:
"Can I just stop paying everything and ignore the company?" No. The EOOD continues to exist as a legal entity with filing obligations. Penalties accumulate: EUR 250-500 per missed VAT return, EUR 250 for unfiled no-activity declaration, EUR 100-500 for the manager personally. After three consecutive years of non-filing, the Registry Agency can initiate forced deregistration — but the accumulated fines remain your personal liability as manager. Always formally close a company you no longer need.
"Is it worth keeping a dormant EOOD just for the Bulgarian bank account?" Probably not. A dormant EOOD costs EUR 865-1,730/year to maintain. If you only need a Bulgarian bank account, personal accounts at Bulgarian banks are available to EU citizens and residents without a company.
"My accountant says I still need to file a CIT return even if dormant." Under Article 92(4) of ЗКПО, companies with no activity and no tax liability are exempt from the annual CIT return. Some accountants file it anyway as a precaution (it takes minimal effort), but it is not legally required. If your accountant insists it is mandatory, they may be applying outdated pre-2018 rules.
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Frequently Asked Questions
What counts as "no activity" for a Bulgarian EOOD?
Is the no-activity declaration annual or one-time?
Does a dormant EOOD need to file an annual corporate tax return?
Must a VAT-registered dormant company file monthly returns?
Can I stop paying social security if the EOOD is dormant?
How much does it cost to maintain a dormant EOOD per year?
When should I liquidate instead of keeping the EOOD dormant?
What happens if I ignore the dormant EOOD and stop filing?
Disclaimer: This article provides general guidance on dormant EOOD obligations in Bulgaria based on current legislation as of April 2026. The no-activity definition is set by the Accounting Act (ЗСч), Supplementary Provisions §1, item 30. The CIT return exemption is under Article 92(4) of the Corporate Income Tax Act (ЗКПО). The no-activity declaration requirement is under Article 38(9) of the Accounting Act. VAT filing obligations are under the VAT Act (ЗДДС). All amounts are in EUR (Bulgaria adopted the euro on January 1, 2026). Corporate income tax is 10% and dividend withholding tax is 5%, giving a combined rate of 15%. This article does not constitute legal or tax advice. For personalized guidance, consult a qualified Bulgarian lawyer. Last updated: April 8, 2026.