Re-registration of Non-Profit Legal Entities Following Changes to the Commercial and Non-Profit Register

If you are a member of the governing board of an association or foundation, you should know that amendments and new provisions of the Commerce Act took effect on 1 January 2018. They require all non-profit legal entities to transfer their registration from the regional court at their registered office to the Commercial Register and Register of Non-Profit Legal Entities at the Registry Agency. The competent registration authority for all forms of non-profit legal entity has therefore changed. If you wish to establish a new entity after 1 January 2018, the documents must be submitted to the Registry Agency rather than to the regional court as before.

The new framework for non-profit organisations aims to increase transparency and publicity and improve their accountability. Registration documents, minutes of general meetings of associations, financial statements and annual reports will be published in the Commercial Register and Register of Non-Profit Legal Entities.

For every non-profit legal entity registered before 1 January 2018, its representative or an authorised person must submit the appropriate prescribed application, selecting the relevant form from A15 to A18 for associations, foundations, foreign legal entities or community cultural centres (chitalishta). The statutory period is three years from 1 January 2018. The entity’s current statutes must be attached for publication. They need not be a court-certified copy bearing a judge’s signature and the stamp of the regional court at the entity’s registered office: certification as a “true copy of the original” by its representative is sufficient. If the representative or another authorised person has obtained a certificate of current status for that year, a copy certified in the same way may also be attached to the application.

Publication and processing of the application and its attachments are free until the end of 2020, provided no new circumstance is being registered, such as an amendment to the statutes, registered office or representatives. Re-registration documents may be submitted either at a Registry Agency counter or electronically.

For newly registered non-profit legal entities after 1 January 2018, the Tariff of State Fees Collected by the Registry Agency provides the following fees:

1. Initial registration of an association, foundation or branch of a foreign non-profit legal entity: BGN 50 on paper or BGN 25 electronically.
2. Registration of changes concerning an association, foundation or branch of a foreign non-profit legal entity: BGN 30 on paper or BGN 15 electronically.
3. Publication of acts or documents of an association, foundation or branch of a foreign non-profit legal entity: BGN 40 on paper or BGN 20 electronically.

If you need to re-register a non-profit legal entity or wish to establish an association, foundation, club or similar organisation, it is advisable to consult an experienced and qualified lawyer to prepare all the necessary documents.