The natural person loses its capacity as a Sole Proprietor as a result of any of the prerequisites under Art. 56 of the Commerce Act having ceased to exist – upon discontinuance of the business activity, moving abroad, death, legal disability. In turn, the loss of commercial capacity entails the necessity to delete (expunge) the registration of the Sole Proprietor from the Commercial Register.
Pursuant to Art. 60a of the Commerce Act the registration of a Sole Proprietor should be deleted from the Commercial Register: upon termination of his/her activity or establishment of his/her residence abroad – by a written request from the Sole Proprietor; upon death of the Sole Proprietor – by an application from the heirs; upon legal disability of the Sole Proprietor – by an application from the guardian or the trustee.
Expungement may be requested by means of an A1 application form. Such application is not to be submitted where the enterprise of the deceased Sole Proprietor has been acquired by one of his/her heirs.
The following documents need to be enclosed to the application:
Certificate for delivering payrolls to the National Social Security Institute pursuant to Art. 5, par. 10 of the Social Insurance Code;
Declaration on the truthfulness of the stated for registration circumstances and acceptance of the submitted for announcement acts;
Document for paid state fee.
Depending on the specifics of the particular situation and the particular grounds for deletion it might be necessary to present additional documents as well. For example, when requesting deletion as a result of the death of the Sole Proprietor, it would be also necessary to present death and heirs certificates.
The last amendments to Art. 77 of the TSIPC1 lifted the requirement to notify the National Revenue Agency (NRA) of the Sole Proprietor’s deletion, respectively, the need to obtain and present a certificate evidencing such notification. The amendments have most probably been motivated by the lack of any need of enhanced protection of the interests of the creditors – that is due to the fact that following the deletion from the Commercial Register the liability of the Sole Proprietor with regard to its debts passes onto the natural person2, although the latter has lost commercial capacity (which is also why liquidation proceedings are not carried out in the case of a Sole Proprietor).
The state fee due for deletion from the Commercial Register pursuant to the Tariff on the State Fees Collected by the Registry Agency is in the amount of 30 Levs (or 15 Levs if the application is filed electronically, including by an authorized to that end lawyer). Information about the due attorney fee may be found on page Fees.
1 The article has been updated on 22.01.2018 in connection with amendments to Art. 77 of the Tax and Social Insurance Procedure Code (effective as of 01.01.2018).
2 You may find additional information about the liability for a company’s debts in News article Personal liability for public debts of the company.