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- Year: 2009
- Country: Bulgaria
- Language: English
- Document Type: Domestic Law or Regulation
- Topic:
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LAW FOR THE NON-PROFIT CORPORATE BODIES
Prom. S G .
81/6 O ct
2000, amend. S G .
41/24 A pr
2001, amend. S G .
98/16 Nov
2001, amend. SG. 25/8 Mar 2002, amend. SG. 120/29 Dec 2002, amend. SG. 42/17 May
2005, amend. SG. 102/20 Dec 2005, amend. SG. 105/29 Dec 2005, amend. SG. 30/11 Apr
2006, amend. SG. 33/21 Apr 2006, amend. SG. 38/9 May 2006, amend. SG. 79/29 Sep
2006, amend. SG. 105/22 Dec 2006, amend. SG. 42/5 Jun 2009
Chapter one.
GENERAL
Subject of the law
Art. 1 .
(1 )
T his
la w
se ttle s
th e
constituting, registration, th e
structure, th e
activ ity
an d
th e
termination of the non-profit corporate bodies.
(2) The non-profit corporate bodies are associations and foundations.
Determining the activity
Art. 2 .
(1) The non-profit corporate bodies s h all
fre ely
determine their goals and c an
id en tif y
themselves a s
organisations carrying out activities to
th e
p ublic
o r
private benefit. T he
determination
shall be made by the statutes, the constituting act or amendments in them.
(2) T he
determination o f
c arry in g
o ut
so cia lly
u se fu l
a ctiv ity
sh all
b e
irrevocable a fte r
th e
entering o f
th is
circumstance in
th e
register o f
th e
non-profit corporate b odie s
in
th e
re g io n
o f
th e
district court at the headquarters of the non-profit corporate body.
(3) The non-profit corporate bodies determined for carrying out socially useful activity shall be
subject to entry, upon their establishment, in a special Central Register at the Ministry of Justice.
(4) The rules of chapter three s h all
not apply for the non-profit corporate bodies determined to
carry out activity to a private benefit.
Purpose of activity
Art. 3. (1) The non-profit corporate bodies s h all
determine f re ely
the means of achieving their
goals.
(2) Restriction of the activity and the means for achieving the goals of the non-profit corporate
bodies can be determined only by a law.
(3) T he
non-profit corporate b odie s
c an
c arry
o ut
a d ditio nal
economic a ctiv ity
o nly
if
it
is
related to the subject o f
their basic activity for which they are registered, and b y
using the revenue for
achieving the goals determined by the statutes or the constituting act.
(4) The subject of the economic activity s h all
be determined b y
the statutes or the constituting
act of the non-profit corporate body.
(5) The economic activity carried out b y
the non-profit corporate bodies s h all
be subject to the
conditions and the order determined by the laws regulating the respective type of economic activity.
(6) The non-profit corporate bodies shall not distribute profit.
Relations with the state
Art. 4 .
T he
state c an
support a n d
encourage th e
non-profit corporate bodies registered in
th e
central register in
c arry in g
out so cia lly
u se fu l
a ctiv ity
through ta x ,
credit interest, customs a n d
other
financial and economic relief, as well as financing, under conditions and b y
an order determined b y
the
respective special laws.
Founders
Art. 5 .
Founders o f
a
non-profit corporate body c an
b e
Bulgarian a n d
foreign corporate body
and able individuals.
Legal capacity
Art. 6 .
(1 )
T he
corporate body o f
th e
non-profit organisation is
considered established b y
its
entry in the register of the non-profit corporate bodies in the region of the district court at the location of
the corporate body.
(2) T he
a ctiv itie s
o f
th e
founders, carried out o n
b eh alf
o f
th e
founded non-profit corporate
body until the date of the entry, shall ensue rights and obligations for the persons who have carried them
out and s h all
be passed b y
right on the non-profit corporate body from the moment of its establishment.
When carrying out the transactions it shall be indicated that the non-profit corporate body is in a process
of fo undin g.
T he
p ers o ns
w ho
h av e
concluded th e
transactions sh all
b e
jo in tly
re sp onsib le
fo r
th e
obligations taken over.
(3) The non-profit corporate bodies s h all
b e
bearers of a ll
rights and obligations not related to
the natural qualities of the individuals and can possess property.
Name
Art. 7 .
(1 )
T he
n am e
m ust
in clu de
a
c le ar
indication o f
th e
ty pe
o f
th e
non-profit corporate
body.
(2) The name must not be misleading and must not infringe the good morals.
(3) T he
n am e
sh all
b e
written in
Bulgarian language a n d
it
c an
b e
written a d ditio nally
in
a
foreign language.
(4) A fte r
th e
e n tr y
o f
th e
non-profit corporate b ody
in
th e
court register another non-profit
corporate body of the same type and with the same name cannot be registered.
(5) T he
non-profit corporate b ody
entered in
th e
court register c an
re q uir e
fro m
a n y
o th er
non-profit corporate body of the same type, which has adopted later the name coinciding with its name,
to stop the bearing and the using of the coinciding name.
Headquarters and address
Art. 8. (1) The headquarters of the non-profit corporate body s h all
be the populated area where
its management is located.
(2) The address of the non-profit corporate body shall be the address of its management.
Written acts
Art. 9 .
E very
written statement o n
b eh alf
o f
th e
non-profit corporate b ody
m ust
c o nta in
its
name, headquarters, address, as well as data for its registration, including BULSTAT number.
Representation
Art. 1 0.
(1 )
T he
non-profit corporate b ody
sh all
ex pre ss
its
w ill
an d
sh all
carry
o ut
le g al
activities through its bodies. It shall be represented by its managing body.
(2) O n
co urt
dis p ute s
betw een
th e
non-p ro fit
co rp ora te
body
an d
its
m an ag in g
body,
respectively m em bers
o f
th e
m an ag in g
b ody
th e
corporate b ody
can
a ls o
b e
represented b y
o ne
o r
several persons elected by its general assembly.
(3) T he
non-profit corporate b ody
can
participate in
th e
w ork
o f
a
b ody
o f
th e
non-profit
corporate body through its representative or through an authorised person.
Structure
Art. 11. (1) The structure of the non-profit corporate bodies shall be determined by this law and
by the constituent act or the statutes.
(2) T he
non-p ro fit
corporate body
can
hav e
bra n ch es.
T he
m an ag er
of
th e
bra n ch
sh all
represent the non-profit corporate body in the activity of the branch.
Transformation
Art. 12. (1) The non-profit corporate bodies can be transformed into another type of non-profit
corporate bodies, to merge, incorporate, separate and divide.
(2) Upon separation or division the non-profit corporate bodies s h all
be jo in tly
responsible for
the obligations occurred before their transformation.
(3) T he
m em bers
of
th e
non-p ro fit
co rp ora te
bodie s
w ith
w hom
th ey
hav e
m erg ed
or
incorporated sh all
b eco m e
m em bers
o f
th e
n ew
non-profit corporate b ody
an d
th e
m em bers
o f
th e
non-profit corporate body which has been divided – members of the newly founded non-profit corporate
bodies by their choice.
Termination
Art. 13. (1) The non-profit corporate body shall be terminated:
1. with the expiration of the term for which it has been founded;
2. by a decision of its supreme body;
3. b y
a
d ecis io n
o f
th e
d is tr ic t
co urt
at
th e
lo catio n
o f
th e
headquarters o f
th e
non-profit
corporate body when:
a) it has not been founded by the lawful way;
b) (amend. ?
SG 79/06) carries out activity contradicting the Constitution, the laws or the good
morals;
c) has been declared bankrupt.
(2) The decision of the court under para 1, item 1 and 3 shall be decreed upon a claim of every
interested party of the prosecutor.
(3) (amend. ?
SG 79/06) The court shall f ix
a term of up to 6 months for removing the grounds
for termination and its consequences.
(4) In the cases of para 2 the termination s h all
be entered ex-officio and the court s h all
appoint
a liquidator.
Liquidation
Art. 14. (1) Liquidation s h all
b e
carried out in
case o f
termination o f
the non-profit corporate
body.
(2) The liquidation shall be carried out by the managing body or by a person appointed by it.
(3) I f
a
liquidator is
not appointed b y
the order of para 2, as w ell
as in
the cases under art. 13,
para 1, item 2 he s h all
be appointed b y
the district court at the headquarters of the non-profit corporate
body.
(4) (suppl. –
S G
38/06) Regarding th e
in so lv en cy ,
respectively th e
bankruptcy, th e
order o f
liquidation an d
th e
au th ority
of
th e
liq uid ato r
ap plie d
sh all
be
re sp ectiv ely
th e
pro vis io ns
of
th e
Commercial Law. For non-profit corporate bodies the acts of the court regarding insolvency, subject to
entry in
the commercial register, s h all
b e
entered in
the register o f
the non-profit corporate bodies and
shall b e
promulgated in
the State Gazette and the acts subject to declaration in
the commercial register
shall be promulgated in the State Gazette.
Property after liquidation
Art. 15. (1) The distribution of the property remained after the indemnification of the creditors
shall b e
settled according to th e
statutes, th e
foundation act or b y
th e
supreme body o f
th e
non-profit
corporate body, inasmuch a s
th is
la w
does not provide otherwise. If
a
decision is
not taken before the
termination it shall be taken by the liquidator.
(2) If there are no persons under para 1 or if
they are not definable the property shall be passed
over to the municipality at the headquarters of the non-profit corporate body. The municipality s h all
be
obliged to u se
th e
received property fo r
a ctiv ity
a s
close a s
possible to th e
purpose o f
th e
terminated
non-profit corporate body.
(3) T he
property u nder
th e
p re ced in g
p ara s
can not
b e
distributed, so ld
o r
transferred to
a
liquidator in
a n y
w ay
whatsoever, appointed from outside the c ir c le
o f
the persons under para 2 ,
with
exception of the due remuneration.
(4) The persons h av in g
acquired property a s
a
result o f
the liquidation under para 1
–
3
s h all
meet the requirements of the terminated non-profit corporate body up to the amount of the acquisition.
Deletion of the non-profit corporate body
Art. 16. Upon distribution of the property the liquidator s h all
be obliged to request deletion of
the e n tr y
o f
th e
non-profit corporate b ody
b y
th e
district court a t
th e
headquarters o f
th e
non-profit
corporate body.
Court register of the non-profit corporate bodies
Art. 17. Register of the non-profit corporate bodies shall be kept at the district courts.
Circumstances subject to entry
Art. 1 8.
(1 )
S ubje ct
to
e n tr y
in
th e
register o f
th e
non-profit corporate b odie s
sh all
b e
th e
following circumstances:
1. the necessary contents of the foundation act or statutes;
2. the address;
3. the names and the occupations of the persons representing the non-profit corporate body;
4. the definition for carrying out socially useful activity;
5. the total amount of the initial proprietary instalments, if stipulated;
6. the termination of the non-profit corporate body;
7. the transformation;
8. the names, respectively the name, as well as the address of the liquidators;
9. the deletion of the non-profit corporate body.
(2) Subject to entry in
the register of the non-profit corporate bodies at the headquarters of the
branch shall be the following circumstances:
1. the name, the headquarters and the address of the non-profit corporate body;
2. the headquarters and the address of the branch;
3. the manager of the branch, as w ell
as the restrictions of the authority and h is
representative
authority stipulated by the foundation act.
(3) Entered, regarding the branches of foreign non-profit corporate bodies shall also be:
1. the goals of the foreign non-profit corporate body;
2. those of the goals under item 1 which shall be accomplished by the branch;
3. the defining of the branch for carrying out socially useful activity.
(4) Subject to entry shall also be the changes of the circumstances under para 1, 2 and 3.
Chapter two.
TYPES OF NON-PROFIT CORPORATE BODIES
Section I.
Associations
Founding
Art. 19. (1) The association shall be founded by three or more persons, uniting for the purposes
of carrying out non-profit activity.
(2) An association defined for carrying out socially useful activity shall be founded by at least 7
able individuals or 3 corporate bodies.
Contents of the statutes
Art. 20. The founders shall adopt statutes which shall contain:
1. the name;
2. the headquarters;
3. the goals and the means of their achievement;
4. the definition of the type of activity according to art. 2;
5. the subject of activity;
6. the bodies of management;
7. the branches;
8. the authority of the bodies of the association;
9. the rules for the ways of representation of the association;
10. th e
ru le s
fo r
th e
occurrence a n d
termination o f
th e
membership, a s
w ell
a s
th e
order o f
settlement of the proprietary relations in termination of the membership;
11. the term for which the association is founded;
12. the order of determining the size and the way of making the proprietary instalments;
13. the order of distribution of the remaining property upon indemnification of the creditors.
Membership rights and obligations
Art. 21. (1) The membership in the association shall be voluntary.
(2) Every member shall have the right to participate in the management of the association, to be
informed about its activity, to use its property and the results from its activity b y
the order stipulated b y
the statutes.
(3) Every member s h all
be obliged to make proprietary instalments when it is
stipulated b y
the
statutes.
(4) The member shall be responsible for the l ia b ilitie s
of the association up to the amount of the
proprietary instalments stipulated by the statutes. The member shall not be personally responsible for the
liabilities of the association.
(5) T he
membership rig hts
a n d
obligations, w ith
exception o f
th e
proprietary ones, sh all
b e
non-transferrable and shall not be passed on to other persons i n
cases of death, respectively termination.
The fu lf ilm en t
o f
th e
m em bers h ip
o blig atio ns
an d
th e
ex erc is in g
o f
th e
m em bers h ip
rig hts
can
b e
conceded to somebody else if the statutes stipulate so.
Termination of the membership
Art. 22. (1) The membership shall be terminated:
1. by a unilateral expression of will to the association;
2. by the death or placement under full judicial disability;
3. by the exclusion;
4. by the termination of the non-profit corporate body;
5. in case of dropping.
(2) If
th e
statutes d o
not stipulate otherwise th e
decision fo r
exclusion s h all
b e
taken b y
th e
general assembly for a conduct making the further membership incompatible.
(3) When the statutes stipulate an exclusion b y
a decision of the managing board or of another
body of the association this decision can be appealed before the general assembly.
(4) Dropping d ue
to
fa ilu re
to
m ak e
th e
esta b lis h ed
proprietary in sta lm en ts
a n d
systematic
failure to
participate in
th e
a ctiv ity
s h all
b e
established b y
documents, b y
th e
order stipulated b y
th e
statutes of the association.
Bodies
Art. 23. (1) Supreme body of the association is the general assembly.
(2) Managing body of the association is the managing board.
General Assembly
Art. 24. The general assembly shall consist of all members of the association, unless the statutes
stipulate otherwise.
Rights of the General Assembly
Art. 25. (1) The general assembly shall:
1. amend and supplement the statutes;
2. adopt other internal acts;
3. elect and release members of the managing board;
4. admit and exclude members;
5. take decision for opening and closing down branches;
6. take decision for participation in other organisations;
7. take decision for transformation or termination of the association;
8. adopt the basic trends and programme for the activity of the association;
9. adopt the budget of the association;
10. ta k e
d ecis io ns
re g ard in g
th e
o blig atio n
an d
th e
siz e
o f
th e
m em bers h ip
fe e
o r
o f
th e
proprietary instalments;
11. accept the report on the activity of the managing board;
12. revoke decisions of the other bodies of the association contradicting the law, the statutes or
other internal acts stipulating the activity of the association;
13. take other decisions stipulated by the statutes.
(2) The rights under para 1, item 1, 3, 7, 9, 11 and 12 cannot be assigned to other bodies of the
association.
(3) T he
d ecis io ns
o f
th e
g en era l
asse m bly
sh all
b e
o blig ato ry
fo r
th e
o th er
b odie s
o f
th e
association.
(4) The decisions of the general assembly s h all
be subject to a judiciary control regarding their
lawfulness and compliance with the statutes.
(5) T he
d ecis io ns
o f
th e
b odie s
o f
th e
association, ta k en
in
contradiction w ith
th e
la w ,
th e
statutes or a
preceding decision o f
the general assembly, can b e
contested before the general assembly
upon request of the interested members of the association or its body, extended within one month from
learning about them, but not later than one year from the date of taking the decision.
(6) The disputes under para 4 can be raised before the court of the registration of the association
by every member of the association or of its body, or b y
the prosecutor within one month from learning
about them, but not later than one year from the date of taking the decision.
Convening the General Assembly
Art. 2 6.
(1 )
(amend. ?
S G
79/06) T he
general a sse m bly
s h all
b e
convened b y
th e
managing
board at its initiative or upon request of one third of the members of the association. If, in the latter case,
the managing board does n ot
se n d
a
written invitation, w ith in
two weeks, fo r
convening th e
general
assembly it shall be convened by the court at the headquarters of the association upon written request of
the interested members or a person authorised by them.
(2) T he
in vita tio n
m ust
contain th e
agenda, th e
date, th e
h our
a n d
th e
p la ce
o f
h old in g
th e
general assembly and the initiative by which it is convened.
(3) (amend. ?
S G
79/06) U nle ss
stipulated otherwise b y
th e
statutes, th e
in vita tio n
sh all
b e
promulgated in
the State Gazette and s h all
be presented at the place for announcements in
the building
where the management of the association is located not later than one month before the set day.
Quorum
Art. 27. If the statutes do not stipulate otherwise the general assembly shall be considered legal
if
more than half of a ll
members are present. For lack of quorum the assembly shall be postponed by one
hour a t
th e
s a m e
p la ce
a n d
w ith
th e
same agenda a n d
it
c an
b e
h eld ,
regardless o f
th e
number o f
th e
present members, unless the statutes stipulate otherwise.
Voting
Art. 28. (1) Every member of the general assembly shall have the right to one vote.
(2) A member of the general assembly s h all
not have a right to vote in
the settlement of issues
regarding:
1. h im se lf ,
h is
spouse or relative o n
th e
ascending lin e
–
without restriction, o n
th e
collateral
line – up to fourth degree, or by marriage – up to second degree including;
2. corporate bodies where he is a manager or can impose or hinder the taking of decisions.
(3) O ne
person c an
represent n o
m ore
th an
th re e
m em bers
o f
th e
g en era l
a sse m bly
o n
th e
grounds o f
a
letter o f
attorney, unless other norm o f
representation or assembly o f
the proxies are not
stipulated by the statutes. Re-authorisation shall not be admitted.
Taking decisions
Art. 29. (1) The decisions of the general assembly shall be taken by a majority of the present.
(2) Decisions under art. 25, para 1 ,
ite m
1
a n d
7
s h all
b e
taken b y
a
majority o f
2/3 o f
those
present.
(3) Decisions cannot be taken on issues not included in the agenda announced by the invitation.
Managing Board
Art. 3 0.
(1 )
T he
m an ag in g
b oard
sh all
co nsis t
o f
at
le ast
th re e
p ers o ns
–
m em bers
o f
th e
association. Corporate bodies, members o f
th e
association, c an
appoint fo r
members o f
th e
managing
board persons who a re
not members o f
th e
association. The members o f
th e
managing board s h all
b e
elected for a period of up to five years.
(2) The managing board s h all
elect a
chairman among its
members. The statutes c an
stipulate
that the chairman is elected by the general assembly or by other body of the association.
(3) B y
a
d ecis io n
o f
th e
g en era l
asse m bly
th e
fu nctio ns
o f
a
m an ag in g
b oard
can
als o
b e
fulfilled by one person – governor.
Authority of the Managing Board
Art. 31. The managing board shall:
1. represent th e
association, dete rm in in g
th e
volu m e
of
th e
representative au th ority
o f
its
individual members;
2. provide the fulfilment of the decisions of the general assembly;
3. ad m in is te r
th e
pro perty
of
th e
asso cia tio n
in
co m plia n ce
w ith
th e
requirements of
th e
statutes;
4. prepare and present to the general assembly a draft budget;
5. prepare and present to the general assembly a report on the activity of the association;
6. determine the order and organise the activity of the association, including the one carried out
to the common benefit, and shall be responsible for that;
7. determine the address of the association;
8. take decisions o n
a ll
is su es
which, according to a
la w
o r
th e
statutes do not belong to th e
rights of another body;
9. fulfil the obligations stipulated by the statutes.
Meetings of the Managing Board
Art. 32.
(1 )
T he
m eetin gs
of
th e
m an ag in g
board
sh all
be
co nven ed
an d
ch air e d
by
th e
chairman, unless the statutes stipulate otherwise. The chairman shall be obliged to convene a meeting of
the m an ag in g
b oard
u pon
a
w ritte n
request o f
o ne
th ir d
o f
its
m em bers .
If
th e
ch air m an
d oes
n ot
convene a
meeting o f
th e
managing board w ith in
one week it
c an
b e
convened e ach
o f
th e
interested
members o f
th e
m an ag in g
board. In
th e
a b se n ce
o f
th e
c h air m an
th e
m eetin g
sh all
b e
c h air e d
b y
a
member of the managing board appointed by it.
(2) T he
m an ag in g
b oard
can
ta k e
a
d ecis io n
if
m ore
th an
h alf
o f
its
m em bers
atte n d
th e
meeting.
(3) Attending is
a
person with whom there is
a
telephone or other connection guaranteeing the
establishment o f
h is
identity and allowing h is
participation in
the discussion and taking decisions. The
voting of this member shall be certified in the written records by the chairman of the meeting.
(4) The decisions s h all
be taken b y
a
majority of those present and the decisions under art. 14,
para 2 and art. 31, item 3 and 6 – b y
a majority of a ll
members. The statutes can stipulate the decisions,
with exception of those under the preceding sentence, to be taken by other type of majority.
(5) The managing board can take a decision without holding a meeting i f
the written records for
the taken decision is signed without remarks and objections by all members of the managing board.
Section II.
Foundations
Founding
Art. 33. (1) A
foundation s h all
b e
founded during lif e tim e
or on the occasion o f
a
death b y
a
unilateral founding act which gratuitously concedes property for achieving non-profit goal.
(2) For founding the foundation during lif e tim e
it
s h all
be necessary for the act to have notary
certified signatures.
(3) W hen
re al
rights a re
transferred o n
a
re al
estate, th e
founding act s h all
b e
entered b y
th e
judge for the entries at the regional court at the location of the real estate.
(4) The property submitted b y
a
founding act s h all
be considered property of the foundation at
the time o f
its
occurrence from the date o f
the founding act during lif e tim e
or o f
opening the la st
w ill
and testament in case of death.
(5) The founder s h all
h av e
the right to revoke the founding act u ntil
the establishment o f
the
foundation, and this right shall not be passed on to the legatees.
Contents of the founding act
Art. 34. (1) The founding act shall indicate:
1. the name;
2. the headquarters;
3. the goals;
4. the type of the activity according to art. 2;
5. the submitted property;
6. the bodies of the foundation;
7. the branches;
8. the rules regarding the authority of the bodies;
9. the rules regarding the way of representation;
10. the term for which the foundation is founded.
(2) In order for the founding act to be valid it s h all
be enough to comply with the requirements
of para 1, item 3 and 5.
(3) The request for entry s h all
be made b y
the founder or b y
a
person or a
body authorised b y
him, the executive of the inheritance, the legatee or b y
some of the persons who would benefit from the
activity of the foundation according to the founding act.
(4) If
activities a re
necessary fo r
th e
amendment o r
supplement o f
th e
founding a ct
a n d
it
is
impossible to
b e
carrie d
o ut
b y
th e
fo under
o r
b y
an
o rd er
esta b lis h ed
b y
h im
o r
b y
th e
la w
th e
amendments s h all
be introduced b y
the district court at the headquarters of the foundation upon request
of the interested applicants. The court s h all
be obliged to carry out the activities in
compliance with the
will expressed by the founding act.
Bodies
Art. 35. (1) The foundation shall have a managing body which can be personal or collective.
(2) If the founding act stipulates more than one body the rules for the general assembly and the
managing board of an association shall apply respectively for the other bodies.
(3) The bodies o f
the foundation c an
take decisions fo r
completing their membership. If
th ey
are not in condition to do that every person of their structure, as well as every person who would benefit
from th e
a ctiv ity
o f
th e
foundation, c an
request th e
district court a t
its
headquarters to
complete th e
structure of their bodies in compliance with the will expressed in the founding act.
(4) I f
the founding act does not stipulate bodies of the foundation they s h all
be determined b y
the district court at the location of its founding under the conditions and by the order of art. 34, para 4.
Reserved rights
Art. 36. (1) The reserved rights of the founder or of a third persons determined b y
him s h all
be
passed on to the respective body of the foundation if
the founder or the person dies, if
they are declared
absent or placed under judiciary disability, respectively terminated.
(2) If
th e
p ers o ns
u nder
p ara
1
so
n ot
ex erc is e
th eir
rig ht
w ith
th e
n ecessa ry
care
o r
are
permanently disable to exercise them the court of registration, upon request of the managing body, can
rule th e
submission o f
th eir
authority to th e
respective body o f
th e
foundation fo r
a
certain period o r
forever.
Chapter three.
NON-PROFIT CORPORATE BODIES FOR SOCIALLY USEFUL ACTIVITY
Section I.
General
Field of application
Art. 3 7.
(1 )
T he
provisions o f
th is
la w
regarding th e
non-profit corporate bodies s h all
a p ply
only regarding the organisations determined for s o cia lly
useful activity, inasmuch a s
th is
chapter does
not provide otherwise.
(2) The ju dic ia ry
a n d
administrative bodies fo r
the registration o f
non-profit corporate bodies
shall refuse entry of the organisations determined for socially useful activity when the provisions of the
statutes or their founding act contradict the provisions of this chapter.
(3) T he
non-profit corporate bodies w hic h
a re
n ot
determined fo r
s o cia lly
u se fu l
activity, a s
well as those to whom entry has been refused by the order of para 2, can continue to carry out activity to
the personal interest of its members or of certain persons.
Determination of the activity
Art. 38. (1) The non-profit corporate bodies determined for carrying out socially useful activity
shall spend their property for:
1. the development and strengthening o f
the spiritual values, the c iv il
society, the health care,
the education, the science, the culture, the technologies, the equipment or the physical culture;
2. the support of the socially weak, of the disabled or the persons needing care;
3. the support of the social integration and the personal realisation;
4. the protection of the human rights or the environment;
5. other goals determined by a law.
(2) A foreign non-profit corporate body can carry out socially useful activity through its branch
in the country under the conditions of this law.
(3) (amend. ?
SG 79/06) The non-profit corporate bodies determined for carrying out s o cia lly
useful a ctiv ity
must declare fo r
entry in
th e
central register th e
circumstances under art. 45, para 2
in
two-months term from the entry of the determining in the court register.
Bodies
Art. 39. (1) The non-profit corporate body for carrying out socially useful activity s h all
have a
collective supreme body and managing body.
(2) The collective body of the non-profit corporate body for carrying out socially useful activity
shall take decisions by the order of art. 32, para 4.
(3) (Amend., SG 98/01; amend. ?
SG 79/06; amend. ?
SG 105/06, in
force from 01.01.2007)
The annual f in an cia l
statements o f
the non-profit corporate bodies established for carrying out s o cia lly
useful activ ity ,
registered in
th e
C en tr a l
re g is tr a r
o f
th e
M in is tr y
o f
Ju stic e
sh all
b e
su bje ct
to
an
independent financial audit under the conditions of the Accountancy Law.
Obligations for book keeping
Art. 4 0.
(1 )
T he
non-profit corporate b ody
fo r
c arry in g
o ut
so cia lly
u se fu l
a ctiv ity
sh all
b e
obliged to keep books for the written records for the meetings of its collective bodies. The chairman of
the meeting of the collective body and the person who has prepared the written records shall certify and
be responsible for the correctness of its contents.
(2) The non-profit corporate body for carrying out socially useful activity shall prepare a report
on its activity once a year, which shall contain data regarding:
1. the carried out activities, the spent resources, their relation to the goals and programmes o f
the organisation and the achieved results;
2. th e
s iz e
o f
th e
gratuitously received property a n d
th e
revenue from th e
other activities fo r
raising funds;
3. (n ew
?
S G
7 9/0 6)
th e
ty pe,
th e
amount, th e
v alu e
an d
th e
o bje ctiv es
o f
th e
donations
received and granted, as well as information about the grantors;
S U H Y W H [ W R I S D U D ? 6 * W K H I L Q D Q F L D O U H V X O W
(3) (a m en d.
?
S G
79/06) T he
an nual
report o n
th e
activ ity
an d
th e
fin an cia l
report o f
th e
non-profit corporate body
fo r
carry in g
out
so cia lly
use fu l
activ ity
sh all
be
presented on
pap er
or
electronic carrier. The said documents s h all
b e
public and s h all
b e
published in
the bulletin and on the
Internet site of the central register.
Spending of property
Art. 41. (1) The non-profit corporate body fo r
carrying out s o cia lly
u se fu l
activity c an
spend
gratuitously property and carry out the activity aimed at achieving the goals determined b y
the order of
this law.
(2) The selection of the persons and the way of their support b y
the non-profit corporate body
for carrying out socially useful activity s h all
be carried out in
dependence of the goal and the f in an cia l
possibilities of the non-profit corporate body according to the announced order and the rules for carrying
out th e
activity. The information fo r
th e
order b y
w hic h
th e
selection w ill
b e
made s h all
b e
generally
accessible and shall be entered in the central register.
(3) For gratuitous spending o f
th e
property o f
th e
non-profit corporate body fo r
carrying out
socially u se fu l
activ ity
a
motivated d ecis io n
sh all
b e
re q uir e d ,
ta k en
b y
th e
su pre m e
b ody
o f
th e
organisation by a majority of 2/3 of all its members if it is in favour of:
1. persons from its other bodies and their spouses, the relatives on the ascending lin e
– without
restriction, o n
th e
c o lla te ra l
lin e
–
u p
to
th e
fo urth
d eg re e
o r
b y
m arria g e
–
u p
to
a
second degree
including;
2. persons who have participated in
its managing bodies up to 2 years before the date of taking
the decision;
3. corporate bodies which have financed the organisation up to 3 years before the date of taking
decision;
4. corporate bodies in
w hic h
th e
persons under ite m
1
a n d
2
a re
managers o r
c an
impose o r
hinder the taking of decisions;
5. (n ew
?
S G
79/0 6)
politic al
partie s,
in
w hose
m an ag in g
an d
co ntr o l
bodie s
partic ip ate
members of managing and control bodies of non-profit corporate bodies.
(4) T he
non-profit corporate b ody
fo r
c arry in g
o ut
so cia lly
u se fu l
a ctiv ity
cannot conclude
contracts with the persons under para 3, item 1, a s
w ell
a s
with corporate bodies o f
which the persons
are managers o r
c an
impose o r
h in der
th e
taking o f
decisions, u nle ss
th e
transactions a re
o f
obvious
favour to the non-profit corporate body for carrying out socially useful activity or have been concluded
under general conditions, publicly announced.
Transformation
Art. 42. A non-profit corporate body defined for carrying out socially useful activity cannot be
transformed into a non-profit corporate body for carrying out activity to a private interest.
Liquidation
Art. 43. (1) The liquidator s h all
b e
obliged, where possible, to in dem nif y
the creditors o f
the
non-profit corporate body for carrying out socially useful activity by the available cash resources, and i f
it i s
not possible – through cashing down of first the movable and then of the immovable property of the
non-profit corporate body.
(2) Property cannot be transferred in any way whatsoever to:
1. the founders and the present and former members;
2. the persons who have been members of its bodies and its employees;
3. the liquidators, except the due remuneration;
4. the spouses of the persons under item 1 – 3;
5. the relatives of the persons under item 1 – 3 on the ascending line – without restriction, on the
collateral line – up to the fourth degree, or by marriage – up to the second degree including;
6. the corporate bodies o f
which the persons under ite m
1
–
5
are managers or c an
impose or
hinder the taking of decisions.
Property after the liquidation
Art. 4 4.
(1 )
(amend. ?
S G
79/06) T he
property, re m ain in g
a fte r
th e
in dem nif ic atio n
o f
th e
creditors, sh all
b e
submitted b y
a
d ecis io n
o f
th e
court to
th e
non-profit corporate b ody
d efin ed
fo r
carrying out socially useful activity with the same or similar non-profit activity, unless the manner of its
distribution is determined by the statutes or the founding act.
(2) If
th e
pro perty
is
not
su bm itte d
by
th e
ord er
of
para
1
it
sh all
be
su bm itte d
to
th e
municipality o f
th e
settlement o f
th e
terminated non-profit corporate body. T he
m unic ip ality
s h all
b e
obliged to
submit th e
property fo r
carrying out th e
closest possible to
th e
purposes o f
th e
terminated
non-profit corporate body socially useful activity.
Section II.
Central register
Entries in the central register
Art. 45. (1) The non-profit corporate bodies for carrying out socially useful activity must f ile
an
application for entry in the central register at the Ministry of Justice.
(2) Attached to the application shall be:
1. copy of the court decisions on the registration;
2. (a m en d.
?
S G
7 9/0 6)
certif ic ate
o f
current sta tu s
o f
registration, is su ed
b y
th e
court o f
registration;
U H Y R N H G ? 6 * L Q I R U F H I U R P
4. declaration fo r
the presence o f
the circumstances under art. 3 8
–
41, a s
w ell
a s
fo r
the due
taxes, fees, customs duties and other public receivables;
5. the rules and the order of carrying out socially useful activity.
(3) The Minister o f
Justice s h all
adopt Regulations for the structure and the order of the work
and the keeping of the register and shall approve forms of the documents presented to him. The Minister
or a
pers o n
au th oris e d
by
him
sh all
en te r
th e
decla re d
cir c u m sta n ces
by
a
m otiv ate d
decis io n
immediately. W hen
it
is
necessa ry
to
pre se n t
ad ditio nal
pro of
or
to
re m ove
shortcomings of
th e
presented documents the entry s h all
b e
made upon expiration o f
the assigned term o f
supplements and
amendments of the filed application.
(4) The entry in
the register s h all
b e
refused if
the non-profit corporate body for carrying out
socially useful activity h as
not been entered b y
the competent court a s
a
non-profit corporate body for
carrying out socially useful activity or if
its activity contradicts the law. Silent refusal of entry s h all
be
considered if it is not done within 14 days from its requesting.
(5) (amend. – SG 30/06, in force from 12.07.2006) The explicit or silent refusal of entry shall be
subject to appeal within 14 days by the order of the Administrative procedure code.
(6) (amend. –
SG 105/05, in
force from 01.01.2006) The enacted refusals s h all
b e
announced
ex-officio to
th e
court a t
th e
headquarters o f
th e
non-profit corporate b ody
a n d
to
th e
b odie s
o f
th e
National Revenue Agency.
(7) Subject to entry shall also be the changes of the circumstances under para 2.
(8) (amend. –
S G
105/05, in
fo rc e
fro m
01.01.2006) T he
rig hts
o f
th e
non-profit corporate
bodies for carrying out s o cia lly
useful activity to use re lie f
under the present la w
s h all
occur from the
date of entry in the central register. The entered circumstance shall be considered announced to the third
persons fro m
th e
d ate
o f
th e
en tr y ,
as
th e
la tte r
sh all
b e
announced ex -o ffic io
to
th e
co urt
at
th e
headquarters of the non-profit corporate body for carrying out socially useful activity and to the bodies
of the National Revenue Agency.
(9) The central register shall be public and everybody can request reference or abstract from its
contents regarding the information subject to announcement.
(10) The rules for publicity of the central register s h all
apply respectively when circumstances
under this law are entered in another register.
(11) T he
cen tr a l
re g is te r
sh all
is su e
m onth ly
bulle tin
w hic h
sh all
publis h
th e
re g is te re d
non-profit corporate b ody
fo r
carrying out s o cia lly
u se fu l
p ublic
activity, th e
refusals a n d
th e
deleted
entries, as well as information according to the Regulations for the activity of the central register.
(12) The procedure for the entry in
the central register, the publications, the announcement o f
the information and the appeal of the refusals of entry shall be exempt from payment of state fees.
Annual Control
Art. 4 6.
(1 )
T he
non-profit corporate bodies fo r
carrying out s o cia lly
u se fu l
a ctiv ity
s h all
b e
obliged to present b y
May 31 every year information for their activity during the preceding year to the
central register.
(2) Presented to the register and requested for entry shall be:
1. the copies of the court decisions for registration of changes;
2. the list of the persons included in the managing bodies;
3. information for the activity under art. 38;
4. (amend. a n d
su ppl.
?
S G
79/06; a m en d.
?
S G
105/06, in
fo rc e
fro m
01.01.2007) a n nual
financial report, including its being certified, when it is subject to an independent financial audit;
5. the annual report under art. 40, para 2;
6. declaration for the due taxes, fees, customs duties and other public receivables;
7. changes of the statutes or the founding act.
D P H Q G 6 * U H Y R N H G ? 6 *
Current Control
Art. 4 7.
T he
M in is te r
o f
Ju stic e
sh all
h av e
th e
rig ht
to
re q uir e
current information fo r
th e
circumstances subject to entry.
Notification duty
Art. 47a. (new ?
S G
79/06) T he
Minister o f
Justice s h all
in fo rm
th e
respective state control
bodies o f
th e
b re ach es
o f
th e
la w ,
fo und
d urin g
th e
an nual
o r
cu rre n t
supervision, in
o rd er
to
b e
undertaken inspections and actions, set forth by the law.
Deletion of the Entry
Art. 48. (1) (amend. – SG 33/06; amend. ?
SG 79/06) The entry shall be deleted by the Minister
of Justice or a
person authorised b y
the said Minister – ex officio, upon request of the prosecutor or the
respective sta te
control b odie s,
w here
th e
non-profit corporate b ody
fo r
c arry in g
o ut
so cia lly
u se fu l
activity:
1. systematically does not present w ith in
th e
established terms th e
information regarding th e
circumstances subject to entry;
2. for two consecutive years does not present the information about the activity in
the meaning
if art. 46, para 1 within the fixed term;
F D U U L H V R X W D F W L Y L W L Q Y L R O D W L R Q R I D U W S D U D L W H P O H W W H U ? E ?
4. systematically does not make instalments of public receivables;
5. h as
re m ain ed
w ith
m em bers
u nder
th e
le g ally
required m in im um
fo r
a
p erio d
o f
o ver
6
months.
(2) (new ?
SG 79/06) In the cases under para 1, items 1 and 2, prior to deletion of the entry, the
Minister of Justice s h all
send a
notification in
writing to the non-profit corporate body for carrying out
socially useful activity, in
which the Minister s h all
f ix
an additional term for providing the information,
and in case it is not presented after its expiry, the entry shall be deleted.
(3) (prev. text o f
para 2
?
SG 79/06) The deletion o f
the entry s h all
not relieve the non-profit
corporate body for carrying out socially useful activity and the members of its managing bodies from the
liabilities and responsibilities under this law.
Repeated Entry
Art. 49. (1) The non-profit corporate body for carrying out socially useful activity, of whom the
entry h as
been deleted, c an
a p ply
fo r
a
repeated entry not earlier than the expiration o f
one y ear
after
dropping the grounds for its deletion. This right can be exercised one time.
(2) T he
corporate b ody
whose e n tr y
a s
a
non-profit corporate b ody
fo r
carrying out s o cia lly
useful activity h as
been deleted c an
o nly
continue to spend its
property for the activities stipulated b y
the statutes or b y
the founding act, inasmuch as they do not contradict the provisions of art. 38, para 1,
art. 41, para 1, art. 43 and 44.
Appeal
Art. 50.
(1 )
T he
decis io ns
of
th e
M in is te r
of
Ju stic e
fo r
re fu sa l
to
en te r
th e
decla re d
circumstances or for deletion of the entry of a non-profit corporate body for carrying out socially useful
activity s h all
b e
subject to appeal before the Supreme Administrative Court w ith in
14 d ay s
from their
announcement.
(2) If
th e
re fu sa l
of
en tr y ,
re sp ectiv ely
th e
dele tio n
are
re v oked
th e
en tr y
sh all
be
m ad e
ex-officio.
(3) The enacted refusals o f
entry and deletion o f
the entry s h all
b e
indicated ex-officio b y
the
court of registration of the non-profit corporate body for carrying out socially useful activity.
Chapter four.
BRANCHES OF FOREIGN NON-PROFIT CORPORATE BODIES (title amend., – SG 42/05)
Applicable Law for the Foreign non-profit corporate bodies
$ U W U H S H D O H G ? 6 *
Establishment of a Branch (title amend., – SG 42/05)
$ U W U H S H D O H G ? 6 *
(2) A foreign non-profit corporate body can found a branch in the country i f
its purposes do not
contradict the public order and the law in the Republic of Bulgaria.
Transitional and concluding provisions
§ 1. (1) The non-profit corporate bodies found b y
the date of enactment of this law s h all
retain
their legal capacity of corporate bodies without registration according to this law.
(2) T he
non-profit corporate b odie s
w is h in g
to
b e
d efin es
fo r
carry in g
o ut
so cia lly
u se fu l
activity must f ile
an application for entry in
the Central Register at the Ministry of Justice within three
years from the enactment of the law. The status of non-profit corporate bodies for carrying out socially
useful activity shall be acquired from the date of entry in the central register.
(3) The application must contain the circumstances subject to entry by the order of art. 45, para
2.
(4) (amend. SG 25/02) The associations and foundations found b y
the date of enactment of the
law s h all
b e
obliged till
December 2002 to bring their statutes or founding acts in
compliance with the
law.
§ 2. (1) (prev. §
2 – SG 41/01, amend. SG 120/02; suppl. ?
SG 42/09) The organisations having
the purpose of carrying out political, trade unionist and activity, inherent to religion, as well as cultural
clubs, shall be settled by an individual law.
(2) (New, SG 41/01) Until the enactment of the law under para 1 the registration of new trade
union org an is a tio ns,
th e
en tr y
of
am en dm en ts
of
cir c u m sta n ces
su bje ct
to
re g is tr a tio n
re g ard in g
corporate bodies of existing trade union organisations, as well as the related court proceedings, s h all
be
carried out by the order of chapter one. The court shall enter in the register the data under art. 18, para 1,
item 1 – 3, 5 – 7 and 9 of the law.
§ 3. This law revokes art. 134 – 154 of the Law for the persons and the families (prom., SG 182
of 1949).
§ 4. In the Law for the administration (prom., SG, No 130 of 1998, No 8 of 1999 – Decision No
2 of the Constitutional Court of 1999; amend., No 67 of 1999, No 64 of 2000) art. 22 is revoked.
§ 5. (1) Terminated are a ll
non-profit associations and a ll
foundations entered i n
whose statutes
or founding acts, b y
th e
enactment o f
th is
la w ,
is
that th ey
h av e
th e
goals or th e
task o f
assisting th e
Bulgarian Communist Party, th e
Fatherland Front, T he
Dimitrov Communist Youth U nio n
a n d
th eir
legal successors.
(2) The court shall announce the termination, upon request of the prosecutor of every interested
persons and shall appoint liquidators.
(3) T he
liq uid atio n
sh all
b e
carrie d
o ut
b y
th e
o rd er
o f
th e
Commercial L aw
a n d
sh all
b e
concluded within 6 months from the appointment of the liquidators.
(4) The property, remaining after the indemnification of the creditors, s h all
be submitted to the
state. It
c an
b e
submitted b y
th e
order o f
art. 4 4
to other non-profit corporate bodies fo r
carrying out
socially useful activity.
§ 6 .
T he
la w
sh all
e n te r
in to
fo rc e
o n
Ja n uary
1 ,
2 001
a n d
its
fu lf ilm en t
is
assigned to
th e
Minister of Justice.
The la w
was adopted b y
the 38th National Assembly on September 21, 2000 and was a ffix ed
with the official seal of the National Assembly.
Transitional and concluding provisions
To THE LAW OF AMENDMENT AND SUPPLEMENTATION OF THE LAW OF THE
CORPORATE INCOME TAX LEVYING
(PROM. SG 102/05, IN FORCE FROM 20.12.2005)
§ 3 6.
T he
la w
s h all
enter in
force from 1st o f
January 2006, except §
30, ite m
1 3
a n d
§
33,
which shall enter into force on the day of their promulgation in the State Gazette.
Transitional and concluding provisions
TO THE TAX-INSURANCE PROCEDURE CODE
3 5 2 0 ? 6 * , 1 ) 2 5 &