The procedure for registering a foundation in Bulgaria is more complex than the establishment of a non-profit association. This is because a foundation has different requirements relating to its objectives, structure and management.

Ways of establishing a foundation

A foundation may be created by a deed of donation or by a will. The founders may be one or more persons – both natural and legal, whether Bulgarian or foreign. It should be noted that minors and juveniles cannot be founders. Where a legal entity establishes a foundation, this can be done only by a deed of donation.

Steps for establishment

The founder or founders must clearly define the following elements in the instrument of establishment:

  • Name and registered seat of the foundation – every foundation must have a unique name and an official address;
  • Objectives and activities – the objectives that the foundation will pursue must be specified, as well as the means for achieving them;
  • Property – the foundation may hold various assets such as money, real estate and other assets;
  • Management bodies – there may be a sole or a collective body managing the foundation;
  • Branches – branches of the foundation may be designated;
  • Powers of the bodies and manner of representation – it must be specified who will represent the foundation and how;
  • Term of existence – it must be determined whether the foundation is established for a fixed term or indefinitely;
  • Rights reserved for the founder – rights reserved for the founder or a person designated by him may be provided for;
  • Ancillary economic activity – if the foundation will carry out economic activity, this must be stated.

It is important to note that there is no minimum requirement for the property provided to the foundation. If the foundation is established with a sum of money, it must be deposited in a special fund-raising account.

Organisational structure of the foundation

Foundations, unlike associations, have no general meeting, since they have no members. However, if the foundation is to carry out activity for the public benefit, it is mandatory to have at least one supreme body (collective) and a management body (sole or collective).

Documents required for registration

In order to register a foundation in the Commercial Register and the Register of Non-Profit Legal Entities (ТРЮЛНЦ) at the Registry Agency, the following documents are required:

  1. An application (form А16);
  2. The instrument of establishment or a transcript thereof with personal data redacted;
  3. A notarised transcript of the will and the death certificate of the testator (if the foundation is established by a will);
  4. A decision on establishment and election of bodies;
  5. Minutes of a meeting of the management body, unless the body is a sole body;
  6. A notarised specimen signature of the representing persons;
  7. A payment document for the donation deposited in the fund-raising account;
  8. Declarations under Article 13(4) and (5) of the Commercial Register Act;
  9. A payment order for the state fee paid;
  10. A power of attorney, if the documents are filed by an authorised representative.

If the foundation is established by donation, the instrument of establishment must be notarised. Where real estate is donated, this instrument is subject to entry in the Registry Office.

Additional requirements where legal entities participate

If the founder is a legal entity, a decision of the competent body on participation in the establishment must be enclosed. Where a foreign legal entity participates, an official document proving the existence of the entity and the powers of its representatives must be submitted.

Filing documents with the Register of Non-Profit Legal Entities

The documents may be filed:

  • On paper at any office of the Registry Agency;
  • Electronically by means of an electronic signature (in which case the registration fee is reduced by half).

The documents are filed by the founder, by a person authorised by him, by the executor of the will, or by persons who would benefit from the foundation's activity.

State fees
  • BGN 50 if the documents are filed on paper;
  • BGN 25 if the documents are filed electronically.
Time limit for registration

After the documents are filed, the registration official must enter the foundation in the register on the next working day. If any documents are missing or the content does not meet the statutory requirements, instructions for corrections are given within a 3-day period. If the deficiencies cannot be remedied, registration may be refused.

Appealing the refusal

The refusal of registration may be appealed before the regional court within a 7-day period from its service, through the Registry Agency.

Should you need further information, consultation or assistance with the re-registration or registration of a non-profit legal entity, contact us on tel.: 0887550706 or by e-mail: [email protected]