THE 51st NATIONAL ASSEMBLY OF THE REPUBLIC OF BULGARIA
CC:
ON THE DRAFT ACT ON TRANSPARENCY AND INTEGRITY IN GOVERNANCE
Submitted by
Bulgarian Entrepreneurial Association (BESCO), a non-profit association registered in the Register of Non-Profit Legal Entities maintained by the Registry Agency, UIC 177239971, represented by its Executive Director, Alexander Noutsov.
Dear Ladies and Gentlemen,
The Bulgarian Entrepreneurial Association (BESCO) hereby submits its opinion regarding the Draft Act on Transparency and Integrity in Governance, No. 51-654-01-31 of 27 February 2026.
The Bulgarian Entrepreneurial Association brings together more than 1,000 companies across dozens of industries. The organization's primary mission is to improve Bulgaria's business environment through effective public policies, the promotion of innovation, and the introduction of modern mechanisms for economic development.
First and foremost, we would like to emphasize that European legislative practice places the primary responsibility for transparency and accountability on public institutions, which are expected to record meetings, contacts, and communications with stakeholders. Civil society organizations are already subject to transparency and reporting obligations under the existing legal framework, including the Non-Profit Legal Entities Act and other applicable legislation. Consequently, introducing additional registration requirements for non-profit organizations operating in the public benefit would create unnecessary administrative burdens without providing any meaningful improvement in the transparency of the legislative process.
For this reason, we believe that several provisions of the Draft Act should be reconsidered and, where appropriate, repealed.
Article 10(3) of the Draft Act provides that:
"Where an opinion is submitted on behalf of an organization, it must have been adopted by its members in accordance with the applicable procedure and signed by an authorized representative."
We consider this proposed provision highly problematic. If adopted, it would create serious practical and legal difficulties.
It should be noted that this requirement did not appear in previous versions of the Draft Act discussed within the working group, and no explanatory memorandum or justification has been provided to support the introduction of this provision.
Furthermore, the proposed rule is inconsistent with the existing legal framework governing non-profit legal entities under the Non-Profit Legal Entities Act (NPLEA) and fails to take into account the legal distinctions between the various organizational forms of non-profit entities, namely associations and foundations.
With regard to associations, the supreme governing body is the General Assembly, composed of all members of the association. The NPLEA establishes only the minimum number of members required, depending on whether the organization operates for public or private benefit, but imposes no maximum limit. Consequently, many associations have a substantial membership—for example, BESCO has more than 1,000 legal entity members.
Moreover, convening and holding a General Assembly is subject to strict statutory and constitutional requirements concerning notice periods, methods of notification, and quorum. A General Assembly cannot be convened at short notice, nor is it intended to make operational decisions on day-to-day matters.
Pursuant to Article 25(1) of the Non-Profit Legal Entities Act, the General Assembly is responsible for matters of strategic importance, including:
Requiring every opinion submitted in relation to legislative initiatives to be "adopted by the members in accordance with the applicable procedure" would, in practice, require the convening of a General Assembly for every individual legislative opinion.
Such a requirement would make timely participation in public consultations virtually impossible, particularly given that consultation periods are frequently shorter than the statutory time required to convene and hold a General Assembly.
As a result, associations would effectively be prevented from submitting opinions within the prescribed deadlines, thereby undermining their ability to participate meaningfully in the legislative process.
Even if it were assumed that such decisions could instead be adopted by the Management Board (although the wording of the Draft Act clearly does not support such an interpretation), it should be noted that, under Article 31 of the Non-Profit Legal Entities Act, the Management Board's functions relate to the governance of the association, the implementation of the General Assembly's decisions, and the organization of the association's activities.
Preparing and submitting opinions on draft legislation forms part of an organization's day-to-day operations and the exercise of its representative function. Consequently, assigning this responsibility explicitly to the Management Board would likewise be unnecessary and inappropriate.
Introducing a statutory requirement that every opinion be formally "adopted by the members" goes beyond the logic of the existing allocation of powers within non-profit organizations. In effect, it imposes a mandatory internal decision-making model that is neither required by the Non-Profit Legal Entities Act nor compatible with the statutes of many organizations. Such a requirement constitutes a disproportionate interference with the organizational autonomy of associations.
The proposed provision is equally problematic with respect to foundations, which, by law, do not have members. Consequently, if the Draft Act is adopted in its current form, foundations would be placed in an objectively impossible position, as they would be unable to comply with this requirement.
Furthermore, opinions on draft legislation frequently consist of expert legal analyses and policy recommendations prepared by specialized teams within an organization. Requiring formal approval by the organization's members would significantly delay this process, limit organizations' ability to participate effectively in legislative procedures, and impose an administrative burden that is wholly disproportionate to the nature of their activities.
The proposal also raises numerous practical questions that remain unanswered by the Draft Act. For example:
Such oversight would amount to an impermissible intrusion into the internal autonomy of legal entities and would create significant administrative burdens and legal uncertainty.
It is also unclear what practical necessity justifies introducing such a provision, given that opinions are already signed by a person authorized to represent the organization under both the law and its statutes. The signature of an authorized representative is sufficient to establish the origin of the opinion and to engage the organization's responsibility, without interfering with its internal governance or decision-making procedures.
For all of the above reasons, we firmly believe that Article 10(3) should be repealed in its entirety.
The representation of interests by non-profit legal entities registered to carry out public-benefit activities is fundamentally different in nature from professional lobbying or commercial interest representation.
Public-benefit non-profit organizations do not act on behalf of specific private clients, nor do they provide representation as a commercial service for remuneration. Instead, they pursue activities aimed at achieving public-benefit objectives and already operate under an established framework of transparency and accountability through registration and the publication of annual activity reports in the Register of Non-Profit Legal Entities maintained by the Registry Agency.
Unlike the representation of private or commercial interests—which is generally carried out on behalf of a particular client and often in exchange for payment—public-interest advocacy seeks to advance causes of broad societal importance. It constitutes a form of active participation in the democratic process and is directly linked to the constitutional right to freedom of association and participation in public affairs.
Lobbying, by contrast, is generally aimed at influencing political and administrative decision-making—including the drafting and adoption of legislation and administrative acts—for the purpose of advancing specific private or economic interests. Lobbyists act on behalf of identified clients or interest groups and typically receive remuneration for doing so.
It is precisely this economic motivation and remunerated nature of the activity that distinguishes professional lobbying from public-interest advocacy.
Accordingly, non-profit legal entities and their representatives or employees should not be treated in the same manner as so-called professional lobbyists.
Their activities are directed toward protecting the public interest rather than promoting the economic interests of specific private entities. They do not act on behalf of private clients and do not provide representation as a commercial activity for remuneration, regardless of whether the representation is carried out by individuals acting independently, employees, or companies engaged in professional lobbying.
At the same time, it is beyond dispute that public debate must be open, transparent, conducted in good faith, and based on integrity. Society has the right to know who is participating in the decision-making process, on whose behalf they are acting, and which interests they represent. This is, indeed, the primary objective of the Draft Act.
However, this objective should be achieved through proportionate mechanisms that do not impose unnecessary administrative burdens on organizations acting in the public interest.
It should also be emphasized that the principal risk requiring regulation does not arise from the activities of public-benefit non-profit organizations. Rather, it stems from non-transparent, informal, and private contacts through which influence is exercised in pursuit of specific commercial or private interests.
By contrast, public-benefit non-profit organizations generally operate in an open and transparent manner, with their activities subject to public scrutiny. They rely on public trust, public support, and transparency in promoting their positions. Their opinions, advocacy campaigns, and interactions with public institutions are typically publicly accessible and are already subject to accountability through the existing legal framework requiring the publication of annual activity reports.
In this regard, it should be noted that Article 13(3) of the Draft Act already provides exemptions from the obligation to register in the Transparency Register for certain categories of entities in order to safeguard constitutionally protected rights.
These exemptions include organizations associated with:
However, no equivalent exemption has been provided for public-benefit non-profit legal entities, despite the fact that their activities represent a direct exercise of the constitutional right to freedom of association guaranteed under Article 44 of the Constitution of the Republic of Bulgaria.
Given that these organizations are already subject to comprehensive reporting obligations, including the preparation and publication of annual activity reports containing detailed information on their activities and expenditures, an effective and proportionate transparency mechanism already exists.
Including them within the general registration regime would therefore contribute little to transparency while imposing an unnecessary administrative burden.
Accordingly, we propose that Article 13(3) be supplemented by introducing a new exemption with the following wording:
"Non-profit legal entities designated to carry out public-benefit activities, when acting in pursuit of their non-profit statutory objectives."
Article 10(4) of the Draft Act provides that:
"Opinions and recommendations must be reasoned, based on facts and, where possible, supported by documentary evidence."
We support the requirement that opinions should be properly reasoned and substantiated. This is fully consistent with the principles of good faith and integrity and contributes to the quality of public debate.
However, we consider the requirement that every opinion must be "based on facts" to be problematic.
First, a substantial proportion of opinions submitted on draft legislation do not consist of factual assertions. Unlike court proceedings, legislative consultations are not evidentiary procedures. Rather, such opinions express legal assessments, policy positions, and recommendations regarding legislative drafting.
By its very nature, the legislative process is a process of policymaking, requiring the balancing of competing interests and the assessment of expediency, fairness, and public necessity.
These assessments cannot always be reduced to "facts" in the narrow sense of objectively verifiable circumstances.
The arguments contained in legislative opinions are therefore primarily normative and evaluative, rather than factual. While they should be logically reasoned, they cannot always be substantiated through documentary evidence.
Second, requiring every opinion to be "based on facts" creates a risk of subjective interpretation by the administration when determining whether a particular opinion satisfies this criterion. This could result in opinions that primarily contain legal reasoning or policy considerations being disregarded simply because they do not rely on factual assertions.
For this reason, we believe the provision should instead emphasize that opinions must be well reasoned and submitted in good faith, while encouraging references to facts and supporting evidence whenever appropriate, without imposing a general obligation that could be interpreted as requiring documentary proof for every position expressed.
The principle of transparency should ensure clarity regarding the origin of an opinion and the interests it represents. It should not transform the public consultation process into a quasi-judicial procedure in which every submission must be accompanied by evidentiary material.
The legislative process is founded on the free exchange of ideas, legal arguments, and policy considerations—not on the formal proof of factual allegations.
Accordingly, we propose that the phrase "based on facts" be removed from Article 10(4), so that the provision would read as follows:
"Opinions and recommendations must be reasoned and, where possible, supported by documentary evidence."
Article 4(3) of the Draft Act provides:
"Persons referred to in Article 5 may not act as representatives of interests while holding the relevant office, nor for one year following the termination of their mandate, official appointment, or employment relationship in connection with the activities they performed."
We believe that, in the context of Bulgaria's current labour market and the shortage of qualified professionals, imposing such a post-employment restriction is neither appropriate nor justified.
The shortage of specialists in a number of sectors often necessitates the involvement of experienced professionals who can contribute valuable expertise to both the public and private sectors.
Prohibiting former public officials—who, by virtue of their positions, were recipients of lobbying activities—from engaging in legitimate interest representation after leaving office could unnecessarily restrict access to highly qualified experts across various sectors of the economy.
Allowing former public officials to engage in lobbying or interest representation after the termination of their public office may encourage their continued involvement in matters of public importance while facilitating the exchange of knowledge and expertise between the public and private sectors.
Such an approach would enrich public debate by introducing a broader range of expert perspectives and practical experience, ultimately contributing to more informed and effective policymaking.
Article 17(2) of the Draft Act requires legal entities registered in the Transparency Register to disclose, in their annual activity reports, the amount spent on interest representation activities together with the sources of those funds.
However, this provision does not adequately take into account the different reporting obligations applicable to various categories of legal entities.
Not all legal entities are required to prepare annual activity reports.
Under Article 42 of the Bulgarian Accountancy Act, micro and small enterprises that are not subject to mandatory independent financial audits may, under certain conditions, be exempt from preparing such reports. Consequently, a significant proportion of commercial companies are not legally required to prepare or publish annual activity reports.
The reporting regime for non-profit legal entities is likewise differentiated.
Although all non-profit legal entities are required to prepare and publish annual financial statements, only those registered to carry out public-benefit activities are required to prepare and publish annual activity reports.
Non-profit organizations operating for private benefit are under no such obligation.
Linking this disclosure requirement specifically to the annual activity report therefore creates a risk of unequal treatment and effectively imposes a new reporting obligation on entities that are not otherwise required by law to prepare such reports.
In light of the above, we recommend that this provision be reconsidered. It should either be removed in its current form or revised to establish a mechanism that is compatible with the different legal regimes applicable to various categories of legal entities, ensuring equal treatment without imposing disproportionate new administrative obligations.
We hope that the proposals outlined above will be duly considered and incorporated during the National Assembly's deliberations on the Draft Act.
Respectfully,
Alexander Noutsov
Executive Director
Leadership & Advocacy Academy doesn’t only develop individual participants. For BESCO, it is a long-term investment in a stronger ecosystem - building capacity where it matters most: within the organizations, institutions, and communities that shape the public environment.
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