Bulgarian Nonprofit Branch Registration: B2 Guide (2026)

A Bulgarian association or foundation can extend its work to another city through a registered domestic branch. This creates a visible local structure, a branch identifier and a registered representative, but it does not create a second legal person. The parent nonprofit remains the owner of the assets, the contracting party and the person ultimately responsible for the branch's obligations.

That distinction should shape the project from the first governing-body paper to the first grant, employee and bank instruction. A branch can be operationally autonomous within a defined mandate; it cannot quietly become an independent association or foundation.

This guide provides general information as at 1 August 2026. It is not legal, tax, accounting, employment, banking, data-protection or grant-compliance advice for a particular nonprofit or programme.

Domestic Nonprofit Branch at a Glance

Decide Whether a Branch Is the Right Structure

Article 11(2) of Bulgaria's Non-Profit Legal Entities Act allows a nonprofit legal entity to have branches and provides that the branch manager represents the nonprofit for the branch's activity. The registered branch is therefore useful when a permanent regional programme needs a public address, local manager, allocated budget and defined external authority.

Registration does not incorporate a new nonprofit. Property assigned to the branch remains property of the association or foundation. A lease, employment contract, grant or supplier agreement made within the representative's authority binds the parent. A creditor does not become limited to a notional branch fund.

Compare that with two alternatives:

• A project office is an internal location without a separately registered branch structure or branch representative. It may suit a temporary programme, but the public description and delegated authority must not mislead counterparties.
• A new association or foundation is a separate legal person with its own registration, organs, property, reporting and liabilities. It may be preferable where local governance, funding eligibility or risk separation genuinely needs a separate entity.

See our guides to registering an association or foundation and to a foreign nonprofit's Bulgarian branch before choosing between them.

Check the Statute and Pass the Correct Resolution

For an association, the Registry Agency's official nonprofit guidance places opening and closing branches within the general meeting's competence, but notes that the statute may assign that power to another organ. Read the currently published statute rather than relying on past practice or an unsigned internal policy. If the statute does not support the intended delegation, amend and register it through the proper procedure before relying on a board decision.

For a foundation, identify the organ empowered by its founding act and the powers reserved by the founder. The resolution should be adopted using the required notice, quorum, voting and conflict rules. Minutes should show the actual decision, not merely approve an intention to explore a regional office.

A robust opening resolution states:

• the parent's exact name, legal form and unified identification code
• the branch's distinguishing name in Cyrillic, seat and complete management address
• the person representing the nonprofit for branch activity and that person's role
• the subject or operational scope of the branch
• the representative's authority and any registrable limitations consistent with the statute or founding act
• the effective date and responsibility for filing
• internal budget, asset custody, banking, reporting and supervision arrangements

Do not give the representative broader authority in an internal mandate than the governing document permits. Equally, an unpublished private approval matrix may protect internal governance but may not protect the parent against a good-faith counterparty who sees a broader registered authority.

Prepare the B2 Application and Supporting Documents

The correct application is B2, circumstances concerning a branch. The Registry's B2 guide locates it in Group B. By contrast, A18 is for a branch of a foreign nonprofit; A15 and A16 concern the incorporation or main circumstances of an association or foundation. Calling a domestic branch a new legal entity can send the filing down the wrong route.

The electronic form first identifies the parent by EIK. Its branch section then asks for:

• field 51a: only the Cyrillic element distinguishing this branch from the parent's other branches
• field 51: the Bulgarian seat and full management address
• field 52: branch activity, optional for a nonprofit but useful when it accurately describes the resolution
• field 52a: an optional principal NACE/KID activity
• field 53: the branch representative's identifying details
• field 54: the scope of representative authority

The system generates the branch EIK after registration. The Registry's field-by-field branch instructions should be checked against the live form when filing.

Under Article 36 of Registry Ordinance No. 1, the central evidence is the competent organ's resolution opening the branch and the signature specimen of the person appointed to represent the nonprofit through it. Add the applicant's Article 13(4) declaration, an express written power of attorney where a lawyer files, and proof of any professional qualification only when a special law requires it for the regulated activity. Include the relevant governing document or registered amendment when needed to establish the deciding organ or an authority restriction.

The Ordinance distinguishes the nonprofit representative's signature specimen from the separate notarised-consent wording used for a commercial branch manager. Paper delivery can nevertheless introduce notarisation requirements for the application signature where it is submitted by another person. Confirm the form of each signature for the chosen filing route before signing. Remove unnecessary personal data from copies that will enter the electronic file.

File Within One Month and Monitor the Electronic File

Article 18(1)(10) of the Non-Profit Legal Entities Act makes domestic-branch particulars registrable on the parent's file, and Article 18(5) gives nonprofits one month from their occurrence or change to apply. This specific one-month rule displaces the Registry Act's general seven-day rule. File early enough to correct a missing attachment within the instructions window.

An electronic B2 can be signed by the parent's registered representative or by a lawyer with express written authority. Paper filing is available at a territorial Registry Agency office. The application, resolution, branch fields and existing statute must tell one consistent story about the deciding organ, name, address, representative and authority.

In 2026 the official administrative-service record lists the initial B2 fee as EUR 10.23 electronically and EUR 20.45 on paper in its branch-registration fee guidance. The statutory examination framework for a change begins after three working days, but that is not a guaranteed completion date. Instructions, payment matching, queue conditions or a refusal can extend the process. Monitor the application and the email designated for instructions rather than assuming silence means approval.

Set Authority, Assets, Books and Banking Correctly

Every external document should make the legal counterparty clear: the full parent association or foundation, its EIK and registered details, acting through the named branch and representative. The branch EIK is useful operational identification; it does not replace the parent as the person that owns property or bears liability.

Allocate equipment, cash and programme funds through written internal records. Use branch cost centres, an asset register, donor restrictions, approval limits and regular reconciliations. These analytical books support control, but the domestic branch does not prepare a second statutory annual financial statement as though it were a separate legal person. Its transactions flow into the parent's accounting, tax analysis and annual reporting.

A bank may provide a branch-labelled account or access profile, subject to its customer-due-diligence rules. The customer remains the parent nonprofit. Prepare the parent registry extract, B2 entry, resolution, authority wording, identification and beneficial-owner material. Never let a bank mandate silently enlarge the representative's governing-document authority.

Opening a branch does not itself create new beneficial owners. The parent should, however, check whether its existing data remain accurate and whether a separate B7 update is triggered by a real control change. B2 records the branch representative; it is not a substitute beneficial-ownership filing.

Preserve Public-Benefit, Tax and Employment Compliance

A branch inherits the parent's public- or private-benefit character; it cannot elect a different status. A public-benefit parent must apply the Chapter Three rules on mission, asset use, related-party support and transparency to branch programmes. The parent's annual activity report and financial reporting should cover the branch's material activities, funding and results. Review our annual financial statements guide.

Nonprofit status is not a blanket tax or VAT exemption. Supplementary economic activity must be connected with the registered main activity and its income used for the stated goals. Taxable business profit can fall within corporate tax, while VAT depends on the nature, place and value of supplies and special registration grounds. Apply the parent's tax and VAT position to the facts rather than treating the branch EIK as automatic separate registration. The NRA's VAT registration guidance is a starting point, not a substitute for transaction-level advice.

Employees working at the branch are employed by the parent legal person. Their contracts should identify the workplace, reporting line and the signatory's authority. Coordinate payroll, social-security reporting, health and safety, personnel files and data access with the parent's accountant and HR controls before the first start date. Grant contracts and regulated services may impose additional local staffing, licence or cost-allocation rules.

Register Changes and Close the Branch Deliberately

Use B2 again when the branch's distinguishing name, seat, address, representative or registered authority changes. Adopt the change through the competent organ and observe the one-month nonprofit deadline. Operational authority should not remain with a departed manager while the public register shows otherwise.

Closure also requires a competent-organ decision and the B2 closure field. A domestic branch has no separate corporate liquidation: its assets remain with the parent and its liabilities remain enforceable against the parent. Before applying, plan employee transfers or terminations, grant notices, lease and supplier exits, bank permissions, inventory return, personal-data retention and archive custody. Deleting the branch entry does not erase unfinished contracts or claims.

Common avoidable failures include using A18, filing a board resolution that the statute does not authorise, describing the branch as an independent NGO, omitting field 54 authority, attaching inconsistent addresses, or allowing internal books to drift away from the parent's accounting. A short governance and document audit before the resolution is usually cheaper than correcting a refusal or disputed contract later.

Lion Consult can review the governing document, prepare the branch resolution and B2 package, define representative authority and coordinate the registration with accounting, employment and banking implementation. Discuss a Bulgarian nonprofit branch with our team.

The correct organ, evidence and operational treatment depend on the registered statute or founding act and the branch's actual activities. Obtain Bulgarian legal, tax, accounting and employment advice before adopting the resolution, signing local contracts or relying on a grant or bank's treatment of the branch.

Frequently Asked Questions

Is a Bulgarian nonprofit branch a separate legal person?

No. It is an organisational part of the parent association or foundation; the parent owns assets and bears contractual and other liabilities.

Who decides to open the branch?

For an association, the general meeting unless a valid statute assigns the power elsewhere; for a foundation, the competent organ and procedure follow its founding act.

Which Registry form is used?

B2 on the Bulgarian parent's file. A18 is for a foreign nonprofit branch, while A15/A16 concern the main association or foundation.

What are the initial 2026 state fees?

EUR 10.23 electronically or EUR 20.45 on paper, excluding legal, notarial, or specialist costs.

What is the filing deadline?

One month after the branch resolution or registrable change under Article 18(5) NPLEA.

Can the branch have a bank account or employees?

Operational bank access and a local workplace are possible, but the parent remains the bank customer, employer, and legal counterparty; authority and identifier setup must be coordinated.

Does the branch file separate accounts or choose its own public-benefit status?

No. It inherits the parent's status, and its transactions and material activity flow into the parent's accounting and reporting.