The Non-profit Legal Entities Act specifies the incorporation procedure of a NGO in Bulgaria.
The two main forms of NGOs are associations and foundations. This article examines the establishment and the registration of non-profit associations.
The legal requirements for the registration of an association depend on whether it will carry out an activity for private or public benefit. In addition, there are additional conditions for associations that carry out specific activities. E.g. sports clubs owned by non-profit associations must also meet the requirements of the Physical Education and Sports Act.
Incorporation of an Association
Founders of a non-profit association may be Bulgarian and foreign citizens of full capacity to act (regardless of residence), as well as local and foreign companies. The law does not differentiate between nationals and non-nationals for purposes of establishing, membership or management of the Association and does not specify any additional requirements on the citizenship basis.
Associations shall be established by a minimum of 3 legal entities and / or individuals.
An association defined for pursuing activities for public profit shall be established by at least 7 individuals or 3 legal entities.
As well, foreign NGOs may establish branches in Bulgaria and may perform public benefit activities.
In order to establish a NGO in Bulgaria it is necessary to hold a Constituent Assembly to decide on:
- the name of the association;
- its seat and registered address;
- the scope of its activities and whether it will carry out an activity for private or public benefit;
- its goals and the means for their attainment;
- the members of its managing body;
- the supplementary economic activity.
The Management Board comprises at least 3 persons who are members of the Association. The members of the Board shall be elected for a term of up to five years.
Associations may pursue additional business activities only provided they are related to the subject of the basic scope of activities specified in their registration, and provided the revenues are used for the purpose of attaining the objectives set forth in the Statute.
As well, the Constituent Assembly adopts the Statute of the Association.
Registration of an Association with the NGOs Register
The documents for the registration of an Association with the Bulgarian Non-Profit Organizations Register are as follows:
- a standard form application for entry of circumstances concerning an Association;
- a Statute of the Association dully signed by the founders;
- Minutes of a Constituent Assembly of the Association;
- a list of the founders subscribed by them;
- a Management board decision to assign a representative of the Association;
- a Signature sample of the Chairman;
- a standard form affidavit by the Chairman that the circumstance to be registered with the NGOs Register are true and genuine;
- a Power of attorney issued to the lawyer that shall file the documents with the NGOs Register;
- a bank certificate evidencing the payment of the registered capital;
- a bank receipt evidencing the payment of the statutory fee for registration of an Association with the NGOs Register.
Where the founder is a legal entity, a decision of its relevant competent authority is also required to participate in the incorporation of the Association. As well, the legal entity shall appoint a representative to the bodies of the Association.
If a foreign legal entity participates as a founder, an official document must be presented establishing its existence and the persons who represent it under its national law.
If initial property contributions are to be made, proof of their payment shall be enclosed.
The Signature sample of the Association’s representative shall be notary certified.
A registration of an Association with the NGOs Register took only 1 working day.
As per the Bulgarian Measures against money laundering Act the identification data of the beneficial owners and the data on the legal persons or other entities wherethrough direct or indirect control is exercised, shall be announced in the NGOs Register. It cannot be done at the same time with the registration of the Association. Where the representative of the Association is a foreign citizen without permit for permanent stay in Bulgaria, a contact person shall also be announced. The contact person is an individual who is permanently resident within the territory of the Republic of Bulgaria.