One of the most common reasons for establishing a local branch of a non-profit legal entity (ЮЛНЦ) is the need to work in direct cooperation with the local administration in the implementation of a specific project or activity. Every ЮЛНЦ, whether it is an association, a foundation or a community cultural centre, has the opportunity to establish a branch outside the locality where its registered seat is located. In order to operate lawfully, the branch must be entered in the Register of Non-Profit Legal Entities, maintained by the Registry Agency.
Legal status of the branch
There is no limit to the number of branches that an ЮЛНЦ may register. In a single locality, however, only one branch of a given ЮЛНЦ may be established.
The branch is not an independent non-profit legal entity, but constitutes part of the organisation that established it. Depending on whether the ЮЛНЦ is registered for private or public benefit, the activity of the branch must also correspond to that status. This means that if the legal entity is registered for public benefit, the branch may carry out activity only for public benefit. Similarly, if the ЮЛНЦ is for private benefit, the branch follows the same principle.
Although it does not possess independent legal personality, the branch has its own ЕИК (Unified Identification Code), which enables it to open its own bank account as well.
Name and management of the branch
The name of the branch must obligatorily include the name of the ЮЛНЦ, the addition "branch" and the locality in which its registered seat will be located.
When establishing a branch, the scope of the power of representation of the person who will manage it must also be determined. The representative of the branch may be granted full powers to manage and represent, or ones that are limited to specific acts.
In all cases, regardless of the scope of the powers granted, a notarised power of attorney must be issued to the person representing the branch. In addition, a contract for the assignment of the management of the branch may be concluded.
All acts performed by the representative of the branch are deemed to be acts on behalf of and for the account of the principal organisation (the "parent") that established the branch.
Documents for the registration of a branch of an ЮЛНЦ
For the entry of a branch of an ЮЛНЦ in the Register of Non-Profit Legal Entities, the following documents must be submitted:
- An application in the Б2 form;
- Notarised consent and a specimen signature of the person designated to represent the branch;
- Minutes of the General Assembly of the association or Minutes of a meeting of the Board of Trustees/governing or supreme body of the foundation, including an official transcript with personal data redacted. The minutes must contain decisions to establish a branch and to designate the representative;
- Invitations for convening the General Assembly of the association;
- A list of the persons present at the meeting, including an official transcript with personal data redacted;
- 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.
State fees and requirements for the submission of the documents
The state fee for the registration of a branch of an ЮЛНЦ amounts to BGN 25 if the application is submitted electronically by an attorney.
The attorney's power of attorney is not subject to notarial certification. In cases where the documents are submitted by another authorised representative, both his power of attorney and the Б2 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]
