Branch of a Bulgarian NGO (Association or Foundation) — Registration and Scope (2026)

What is a branch of an NPLE

A branch of a non-profit legal entity (NPLE) is a structural unit of the parent organisation operating in another locality. Although it has a degree of organisational autonomy, a branch is not a separate legal entity — it does not hold rights and obligations distinct from those of the parent NPLE.

Nevertheless, a branch has a number of practical features that bring it close to a stand-alone operational unit:

• Its own UIC — upon registration in the Register of NPLEs, the branch receives a unique identification code distinct from that of the parent organisation.
• Its own bank account — the branch may open a bank account in its own name to service its local operations.
• Its own representative — a person is elected to represent the branch, and the scope of their representative power is determined by the parent NPLE.
• A registered seat in the locality where the branch operates.

Despite these elements, all actions of the branch are legally actions of the NPLE itself — the assets, contracts and undertakings all rest with the parent organisation.

Which NPLEs can open branches

Under the Non-Profit Legal Entities Act (NPLEA), the right to open branches is available to all forms of Bulgarian NPLEs:

• Associations (membership organisations) — whether public or private benefit.
• Foundations — the endowment entity can also extend itself through a branch network.
• Community cultural centres (chitalishta) — under the Community Cultural Centres Act and the NPLEA, chitalishta may also open branches in neighbouring localities.

The branch is registered in the Register of Non-Profit Legal Entities kept by the Registry Agency. The application is filed through the parent organisation.

Key rules

When planning a branch structure, a number of core rules must always be taken into account:

Number of branches

The NPLEA does not set any upper limit on the total number of branches a single NPLE may have. A nationally active organisation can build a network of dozens of branches across different regions.

One branch per locality

The main restriction is territorial: in any one locality, an NPLE may have only one branch. This is logical — a branch is a vehicle for local activity, and duplicating it in the same place would serve no legal purpose.

Dependence on the parent's status

The branch's activity cannot go beyond the public-benefit or private-benefit status of the parent NPLE:

• If the parent is in public benefit, the branch may also operate only in public benefit.
• If the parent is in private benefit, the branch's activity is also private benefit.

No separate legal personality

The branch is not a party to legal proceedings, is not an employer in its own right and does not bear distinct liability. All legal consequences of its activity arise in the legal sphere of the parent NPLE.

Branch name

The name of the branch is formed under a standard formula which makes it easily recognisable and unambiguously linked to the parent organisation:

Name of the parent NPLE + “branch” + locality.

Examples:

• “Bulgarian Youth Association — Varna branch”
• “Education for All Foundation — Plovdiv branch”
• “Community Cultural Centre ‘Probuda 1920’ — Breznik branch”

This convention is mandatory — a branch cannot bear a freely chosen name different from that of the parent NPLE. The purpose is public-register clarity and transparency for third parties dealing with the branch.

Branch representation

One of the most important elements when opening a branch is appointing a person to represent it. The scope of this person's representative power is explicitly defined in the resolution to open the branch, adopted by the competent body of the parent NPLE.

Scope of representative power

The resolution may provide for two main options:

• Full representative power — the branch representative can conclude any transactions and take all actions related to the branch's activity (hiring staff, entering supplier contracts, banking operations, etc.).
• Limited scope — the representative power may be narrowed to specific categories of transactions, value thresholds, or a specific subject matter (e.g. only for the execution of a particular project).

Form of the authorisation

The representative power of the branch manager must be formalised through a notarised power of attorney. In addition, a management agreement may be concluded with the representative to regulate rights, duties and any remuneration.

It is important to emphasise that all actions of the branch representative — contracts signed, obligations assumed, payments made — are performed in the name and on the account of the parent NPLE. The branch has no assets in its own legal right; its assets and liabilities belong to the parent organisation.

Required documents for registration

Registering a branch in the Register of NPLEs at the Registry Agency requires a standard set of documents:

1. Application Form B2 — the official form for registering a branch, with identifying data for both the parent NPLE and the new branch.
2. Notarised consent and signature specimen of the person who will represent the branch.
3. Minutes of the meeting of the competent body of the NPLE — the General Assembly (for associations), or the Board/governing or supreme body (for foundations and chitalishta). The minutes must contain explicit resolutions on:
   • The opening of the branch (specifying the locality and the scope of activity);
   • Election of the person who will represent the branch and the scope of their representative power.
4. Invitations to convene the General Assembly (for associations) — evidence of proper convocation.
5. Attendance list for the meeting, with a copy attached to the application in which personal data are redacted (in compliance with data protection requirements).
6. Declaration of truthfulness of the circumstances declared for registration.
7. Power of attorney — when the application is filed through an authorised representative (lawyer or other).
8. Proof of payment of the state fee.

Practical tip: the resolution opening the branch should clearly describe the activity to be carried out by the branch and any limits on the representative's powers — this avoids subsequent corrections.

State fees

From 1 January 2026, all fees of the Register of NPLEs are paid directly in euros at the fixed conversion rate of 1 EUR = 1.95583 BGN:

Advantages of filing through a lawyer

Electronic filing through an authorised lawyer offers several practical advantages:

• 50% discount on the state fee — EUR 12.78 instead of EUR 25.56.
• No notarisation of the power of attorney — a lawyer's PoA is recognised under the Bar Act and does not require notarisation (unlike an ordinary PoA).
• Electronic signature — the lawyer files with a qualified e-signature, which speeds up the process and reduces administrative errors.

Branch vs. new NPLE — when to use which

When expanding activity, the question often arises whether to open a branch or to incorporate a separate NPLE. The choice depends on the objectives, risk profile and scale of the operations. The table below summarises the main differences:

A branch is suitable where local presence is sought without the need for an independent legal structure, where the objectives are identical to those of the parent, and where the scale of the project does not justify the cost of a new NPLE.

A new NPLE is preferable where the activity requires independent management, a different status (public vs. private benefit), isolation of legal risk, or where local partners insist on a stand-alone legal figure.

Typical cases for opening a branch

In practice, NPLE branches are most often opened in the following situations:

• Implementing an EU project in a specific region — when an association or foundation wins funding for a regional initiative and the project requires physical presence and a local administrative structure.
• A cultural association extending to a new city — e.g. a theatre or music group organising recurring events and workshops outside its home city.
• A foundation with regional education programmes — to coordinate with schools, municipalities and local partners in a specific area.
• A chitalishte opening a subsidiary in a neighbouring village — extending its cultural and educational mission beyond its main seat.
• A sports club establishing a regional base — for training and competitions in another city without incorporating a new legal entity.

In all these cases the branch provides local operational presence while preserving a unified legal, financial and management framework for the parent organisation.

Ongoing obligations after opening the branch

After the branch is registered in the Register of NPLEs, a number of ongoing obligations arise — all of which, however, are handled centrally by the parent organisation:

• Accounting — the branch's accounting is kept separately in analytical terms but is integrated into the overall accounts of the parent NPLE. No separate annual financial statements (AFS) are prepared for the branch.
• Annual financial statements — a single AFS is filed by the parent NPLE, including data from all branches. For public-benefit NPLEs, additional requirements apply — mandatory independent audit and publication of an annual activity report.
• Tax obligations — corporate income tax (on any economic activity), VAT, payroll taxes and social security are all administered at the level of the parent NPLE.
• Changes in circumstances — any change of representative, branch seat, or scope of representative power requires a new registration filing.
• Banking operations — if the branch has its own bank account, the bank will request branch registration documents, the representative's specimen and a current certificate from the Register.

Frequently asked questions