Register a Foundation or Association in Bulgaria (2026)

Bulgarian law offers two forms for a non-profit legal entity: an association (sdruzhenie) and a foundation (fondatsiya). Both can support social, educational, cultural, professional, environmental, research, or other lawful non-profit goals. They are not interchangeable. An association organises people as members; a foundation dedicates property to a purpose without a membership body.

That choice shapes who controls the organisation, how decisions are taken, what must be contributed at formation, and how future changes work. The founders must also choose private-benefit or public-benefit activity. Public-benefit status brings governance, reporting, conflict, and asset-lock rules and cannot later be reversed simply because the organisation changes strategy.

This guide provides general information as at 1 August 2026. It is not legal, tax, accounting, grant, employment, anti-money-laundering, or Registry advice for a particular organisation, founder, donor, or beneficiary.

Association or Foundation at a Glance

The Legal Framework and the Non-Profit Boundary

The current Non-Profit Legal Entities Act (NPLEA) regulates formation, governance, activity, termination, and liquidation. Legal personality arises only when the organisation is entered in the Commercial Register and Register of Non-Profit Legal Entities (the NPLE Register). Acts made in its name before registration bind the people who acted; registration does not make a defective pre-formation commitment harmless.

An association or foundation may carry on additional economic activity only when it is related to its registered main activity and the income is used for its stated purposes. The business object must appear in the statute or founding act, and sector licensing, consumer, employment, VAT, and tax rules still apply. A non-profit cannot be used as a general trading vehicle whose returns are distributed to founders or members.

“Non-profit” is also not a blanket charity or tax exemption. Membership fees, donations, grants, sponsorship, paid services, and business receipts require separate legal, accounting, corporate-tax, and VAT classification. The label on a payment is not decisive; its conditions and the consideration supplied in return matter.

Association: A Membership Organisation

A private-benefit association is formed by at least three natural and/or legal persons. A public-benefit association needs at least seven capable natural persons or at least three legal persons. The founders meet, resolve to establish the association, adopt its statute, and elect its organs and representatives.

The statute should be operational, not merely registrable. Article 20 requires it to address the name, seat, purposes and means, private- or public-benefit status, related economic activity, organs, representation, branches, membership, contributions, duration, and residual-property rules. It should also explain admission, resignation, exclusion, voting, meetings, conflicts, remote processes, and replacement of office-holders clearly enough to avoid paralysis.

The General Assembly is the supreme organ. A Management Board normally has at least three members and a term not exceeding five years, although the statute may assign its functions to one manager in the case allowed by the NPLEA. Members are not personally liable for the association's debts beyond any contribution duties set by the statute. They have governance and information rights, but they do not own transferable “shares” in the organisation.

Use an association where a continuing group should admit members, elect leadership, debate policy, and hold management accountable. It is usually the better fit for professional, community, sports, alumni, sector, or advocacy networks. It is a poor fit when one donor needs a stable, asset-led mission without a changing electorate.

Foundation: Property Committed to a Purpose

A foundation is created by a unilateral act during the founder's lifetime or on death. A lifetime founding act requires notarised signatures. A testamentary foundation uses the relevant will and succession evidence. If rights over real estate are contributed, property-registration formalities also apply.

One natural or legal person can establish a foundation. The founding act identifies the purposes and the property given gratuitously; those are indispensable. It should also contain the name, seat, private- or public-benefit status, governing organs, powers, representatives, branches, and duration. The Act sets no universal minimum endowment, but a nominal contribution is not automatically sensible. The property must be identifiable and transferable, and the financial plan should be credible for the proposed mission.

A foundation has no members. Its organs can be sole or collective as the act provides, subject to the additional structure required for public benefit. The founder may reserve lawful rights, but the registered foundation is a separate legal person; its bank account and assets are not the founder's personal wallet. Draft appointment, removal, succession, deadlock, related-party, and amendment rules before the first governing body changes.

Use a foundation when property, a grant-making mission, a family legacy, or a defined long-term programme should remain central. Do not choose it merely because the word sounds more prestigious.

Private Benefit or Public Benefit?

Both forms can operate for private benefit or public benefit. “Private” does not mean personal profit: the organisation still pursues non-profit goals, but its beneficiary circle can be narrower—for example, members of a professional or community group. Public-benefit purposes under Article 38 include civil society and good governance; health, education, science, culture, technology and physical culture; support for children, persons with disabilities and people at risk of exclusion; human rights and environmental protection; and other statutory public goals.

Public-benefit status becomes irrevocable on registration. A public-benefit entity must have a collective supreme body and a management body, observe enhanced recordkeeping and related-party controls, and prepare an annual activity report showing activities, spending, outcomes, fundraising, and grants or donations made and received. It announces that report and its annual financial statements by 30 September of the following year. Two consecutive missed filing years can lead to temporary suspension after the statutory notice process; systematic breaches can support judicial dissolution.

Public-benefit residual assets are locked to the statutory destination on dissolution rather than reverting freely to founders, donors, or members. Transactions involving founders, office-holders, their connected persons, or controlled entities need the prescribed conflict analysis and approvals. Select public benefit because the mission and governance genuinely support it, not just because it may look attractive to funders.

Registration Procedure and Documents

1. Design the organisation

Choose the form and benefit status; clear the Bulgarian-language name; fix the seat and management address; define precise purposes, means, beneficiaries, and any related economic activity; then design organs and representation. A foreign- language rendering may be added, but the registered name must clearly show “association” or “foundation” and cannot duplicate an existing NPLE name.

Foreign individuals and entities can participate. In practice, foreign corporate founders need current registry and representation evidence plus a competent-body resolution. Apostille or legalisation and certified Bulgarian translations may be required according to the issuing country and document. If an existing foreign organisation only needs a Bulgarian presence, compare a new entity with our foreign non-profit branch guide.

2. Execute the founding package

An A15 association file normally includes:

• the founding resolution/minutes and a founder list bearing each founder's signature
• the adopted statute, election decisions, representatives' signature specimens, and evidence of initial property contributions if the statute provides them
• public copies of the statute and founding decision with unnecessary personal data redacted
• foreign-entity evidence, corporate founder resolutions, powers of attorney, and the applicant's statutory truth declaration where applicable

An A16 foundation file normally includes:

• the lifetime founding act with notarised signatures, or a notarised will copy and death certificate for a testamentary foundation
• a public copy with unnecessary personal data removed
• decisions appointing the management organ and representative, signature specimens, and proof of the gratuitously transferred property
• foreign founder or organ-member status evidence, corporate decisions, authority documents, and statutory declarations as applicable

These lists come from the current Registry Regulation No. 1 and must be adjusted for the particular assets, applicants, governance, and public-benefit status. Uploading a scan with passports, signatures, or private addresses unnecessarily exposed is not cured by the portal being public.

3. File A15 or A16

The application may be filed electronically by an eligible applicant with a qualified electronic signature or on paper. The Registry Agency's current association guidance and the A16 portal workflow should be checked on filing day. The 2026 fee tariff sets the initial A15/A16 fee at EUR 12.78 electronically or EUR 25.56 on paper. Notary, translation, apostille, property-registration, and professional costs are separate.

Official service guidance targets the end of the next working day for a complete initial file. Instructions, payment defects, name conflicts, foreign documents, or unclear governance extend the practical timing. Monitor the application immediately: a short instruction deadline should not be missed because the founders expected an email.

Registration assigns an EIK to the organisation, so a newly registered Bulgarian association or foundation is not separately incorporated in BULSTAT. That does not eliminate later registrations with tax, employment, VAT, grant, municipal, or sector authorities where the activity triggers them.

Beneficial Ownership, Banking, and Operating Compliance

Non-profits are within Bulgaria's beneficial-ownership regime. The analysis is not answered by saying there are no shareholders. Founders, beneficiaries, persons exercising control, and senior managers can be relevant depending on the form and facts. Where required data are not already available through the public register on the applicable statutory basis, they are declared through the B7 workflow with the prescribed supporting declaration. The Registry Agency's beneficial-owner form guidance should be applied to the actual control structure and kept current.

Open a bank account in the entity's own name and document donor restrictions, grant budgets, expense approvals, dual controls, sanctions screening, and cash handling. Foreign founders should plan bank KYC and source-of-funds evidence early; registration does not compel a bank to accept a customer remotely. Our bank-account guide for foreigners explains that separate onboarding exercise.

Every NPLE must keep accounts. Related economic activity is subject to ordinary corporate-tax rules; taxable supplies can trigger VAT registration or liabilities; and hiring staff activates Bulgarian labour, payroll, and social-security duties. Private-benefit entities follow the applicable Accounting Act filing framework, while public-benefit entities also have the explicit NPLEA report and 30 September publication duty. See our annual financial statements guide for the recurring Registry cycle. Donations and grants are not automatically free of tax, VAT, contractual conditions, or reporting merely because the recipient is a non-profit.

Changes, Dissolution, and Frequent Mistakes

Registerable changes—such as name, address, purposes, organs, representatives, benefit status where legally possible, or related business—must be supported by the competent decision and filed promptly. Do not assume an internal minute alone changes the public record. Apply the shortest relevant statutory deadline to the specific event and keep public copies free of unnecessary personal data.

The most avoidable problems are:

• choosing public benefit without accepting its irreversible asset lock and continuing governance duties
• using an association while expecting the founder to retain unilateral control, or a foundation while expecting a democratic membership
• describing broad commercial activity unrelated to the non-profit purposes
• giving a foundation vague or undocumented property instead of a provable gratuitous endowment
• omitting replacement, conflict, quorum, and representation rules from the governing document
• treating donations, sponsorship, grants, or paid services as automatically tax exempt
• overlooking beneficial-owner, accounting, employment, donor, data-protection, and sector compliance after registration

Dissolution does not permit immediate distribution. A liquidator settles claims under the applicable rules, and residual property follows the governing document and statutory restrictions; public-benefit assets receive special protection.

Lion Consult can structure the form and benefit status, draft the statute or founding act, coordinate foreign documents and the endowment evidence, prepare the A15 or A16 package, and map post-registration compliance. Discuss your Bulgarian non-profit with our team.

Form, funding, control, and tax treatment are fact-specific. Obtain Bulgarian legal and accounting advice before signing the founding documents, transferring property, soliciting donations, hiring staff, or starting paid activity.

Frequently Asked Questions

What is the difference between an association and a foundation in Bulgaria?

An association is a voluntary membership organisation governed through its members and General Assembly. A foundation has no members and is created by dedicating identifiable property to a non-profit purpose.

How many founders are required for a Bulgarian non-profit?

A private-benefit association needs at least three persons. A public-benefit association needs at least seven capable natural persons or three legal persons. A foundation can be established by one founder.

Does a Bulgarian foundation need minimum capital?

The Non-Profit Legal Entities Act sets no fixed monetary minimum. However, identifiable property must be contributed gratuitously, evidenced for registration, and suitable for a credible operational plan.

Can foreign persons establish a Bulgarian association or foundation?

Yes. Foreign natural and legal persons can participate. Foreign corporate documents, authority decisions, apostille or legalisation, and certified Bulgarian translations may be required.

Can public-benefit status later be reversed?

No. A private-benefit organisation may change to public benefit, but a registered public-benefit organisation cannot convert back to private benefit.

What are the Registry fees and processing time in 2026?

Initial A15 or A16 registration costs EUR 12.78 online or EUR 25.56 on paper. Official guidance targets the end of the next working day for a complete initial file, although instructions or foreign documents can extend the process.

Is a Bulgarian non-profit automatically tax exempt?

No. Donations, grants, sponsorship, membership fees, paid services, and related economic activity require separate tax, VAT, accounting, and contractual analysis.