Bulgarian legislation permits the registration in the country of a branch of a foreign non-profit legal entity (ЮЛНЦ), provided that the objectives of the foreign non-governmental organisation are not in conflict with public order and the laws in force. A branch of a foreign ЮЛНЦ may carry out activity for both public and private benefit.
Legal status of the branch
The branch is to be entered in the Register of Non-Profit Legal Entities (ЮЛНЦ), maintained by the Registry Agency. After successful registration, it receives a Unified Identification Code (ЕИК), which enables it to open its own bank account with a Bulgarian financial institution.
It is important to bear in mind that the branch is not an independent non-profit legal entity, but constitutes part of the organisation that established it. In the event that the legal entity which established the branch is terminated, the branch will also cease to exist.
The name of the branch must obligatorily include the name of the foreign ЮЛНЦ to which it belongs, the addition "branch" and the locality where its registered seat will be located.
Management and representation
The representative of the branch performs acts on behalf of the foreign ЮЛНЦ. For this reason, the decision to establish a branch must clearly define the scope of his powers of representation. The representative may be granted full rights to manage and represent the branch, but it is also possible for his powers to be limited.
Regardless of the degree of the powers granted, a notarised power of attorney must be issued to the person representing the branch. In addition to this, a contract for the assignment of the management of the branch may also be concluded.
Documents for registration
For the registration of a branch of a foreign ЮЛНЦ, the following documents must be submitted:
- An application in the А18 form;
- Notarised consent and a specimen signature of the person who will represent the branch;
- The instrument of incorporation of the foreign ЮЛНЦ, including an official transcript with personal data redacted;
- A certificate of current status or an extract from the relevant register of the State in which the foreign ЮЛНЦ is registered;
- Minutes of the General Assembly or of the governing/supreme body of the foreign ЮЛНЦ, including an official transcript with personal data redacted. The minutes must contain decisions regarding the opening of the branch and the election of its representative;
- A notarised power of attorney for the person representing the branch;
- A declaration of the truthfulness of the circumstances declared for entry and the acts submitted for announcement;
- A power of attorney for the submission of the documents;
- A payment order or deposit slip for the state fee paid.
Documents that are drawn up in a foreign language must be submitted together with a certified translation into Bulgarian.
State fees and requirements for the submission of the documents
The fee for the registration of a branch of a foreign ЮЛНЦ amounts to BGN 25 where the application is submitted electronically by an attorney.
The attorney's power of attorney is not subject to notarial certification. In the event that the application and the accompanying documents are submitted by another authorised person, his power of attorney, as well as the А18 Application, must obligatorily be notarised.
In the event that you need legal advice or assistance in connection with the registration of a branch of Bulgarian and foreign commercial companies or NPLEs, contact us on telephone 0887550706 or by e-mail: [email protected]
