Identification and Registration of the Beneficial Owner (UBO) in Bulgaria
The identification and registration of the beneficial owner (UBO) in Bulgaria is governed primarily by the Measures Against Money Laundering Act (MAMLA). This legislation transposes the EU Anti-Money Laundering Directives (AMLD) into Bulgarian law and establishes a mandatory framework for corporate transparency.
Bulgaria uniquely has no separate beneficial ownership register. Instead, beneficial ownership information is integrated directly into the main public commercial registers — the Commercial Register and the Register of Non-Profit Legal Entities (CRRNPLE), both administered by the Registration Agency. All corporate and other legal entities registered in Bulgaria are obliged to identify, record, and keep up to date information about their beneficial owners.
Who Is a Beneficial Owner in Bulgaria?
Under the Bulgarian Measures Against Money Laundering Act (MAMLA), a beneficial owner is a natural person who ultimately owns or controls a legal entity. In the case of corporations, the beneficial owner is typically a natural person who directly or indirectly holds at least 25% of the capital or voting rights, or who otherwise exercises control over the legal entity.
The concept of "control" may include the power to appoint or remove the majority of the governing body or to make key strategic decisions. If, after exhausting all reasonable efforts, no beneficial owner can be identified on the basis of the ownership or control criteria, the law provides a fallback mechanism.
In such cases, the members of the entity's senior management (e.g. directors or board members) are registered as its beneficial owners.
Which Entities Must Register Their Beneficial Owner?
The obligation to register a beneficial owner applies to almost all corporate and other legal entities registered in Bulgaria, including companies, non-profit organisations, and trusts. The legal representative of the entity is responsible for ensuring that the declaration is filed correctly and on time.
The main exemption from this obligation applies to companies whose shares are traded on a regulated market subject to EU disclosure requirements or equivalent international standards.
The Beneficial Owner Identification and Registration Process in Bulgaria
The registration process in Bulgaria involves submitting a standardised declaration form to the relevant register — either the Commercial Register or the Register of Non-Profit Legal Entities, depending on the type of entity. This declaration is filed as part of the entity's official file.
A thorough analysis of the ownership and control structure for the correct identification of the beneficial owner(s) is an essential first step.
Registration Deadlines
New entities must submit their beneficial ownership declaration within one month of the date of their incorporation. Any subsequent changes to beneficial ownership information must be registered within 7 days of the change occurring, in order to keep the register accurate.
Public Access to the Bulgarian Beneficial Ownership Register
Bulgaria maintains public access to beneficial ownership information. Because the data is integrated into the public Commercial Register, it is accessible to anyone. The public may view the following beneficial ownership information:
- Full name
- Nationality
- Personal identification number (or date of birth for non-residents)
- Country of residence
- Information on the nature of their position and on intermediate entities
The public portal is available at portal.registryagency.bg. While access to the data is open and free of charge, viewing full details and scanned documents often requires user registration with a Bulgarian qualified electronic signature (QES) or another recognised authentication tool.
Consequences of Non-Compliance in Bulgaria
Failure to comply with beneficial ownership registration obligations carries significant penalties under MAMLA, which can seriously affect a company's finances and operations.
Fines
The law establishes an administrative obligation for commercial companies or non-profit legal entities incorporated under Bulgarian law to declare and register the details of their beneficial owners in the Bulgarian Commercial Register and the Register of Non-Profit Legal Entities — Art. 63(1) and (4) MAMLA, Art. 65a(2) of the Commercial Act, Art. 18(1)(11) of the Non-Profit Legal Entities Act.
Failure to fulfil this obligation is subject to an administrative penalty — Art. 118(4) and (5) MAMLA — as follows:
(4) A person under Art. 61(1) or Art. 62(1) who has failed to fulfil their obligation to apply for registration of the data under Art. 63(4) or Art. 63a(4) within the prescribed time limit shall be punished by a fine, in the case of a natural person, or a property sanction, in the case of a legal entity, in the amount of BGN 5,000.
(5) A person under Art. 61(1) or Art. 62(1) who, after being penalised under paragraph (4), has not applied for registration within one month of the imposition of the fine or property sanction, shall be subject to a new fine or property sanction under paragraph (4) each month until the application for registration is made.
Commercial and Financial Restrictions
Incorrect or missing beneficial ownership information can seriously impede business operations. Financial institutions and other obliged entities (such as notaries) are required to carry out due diligence and may refuse to open bank accounts, process transactions, or verify transactions if the entity's beneficial ownership data is not properly registered.
This can effectively prevent companies from conducting normal business.
Exclusion from Public Procurement
A company that has not correctly registered its beneficial owner may be excluded from participation in public procurement procedures. Contracting authorities are required to verify compliance before awarding public contracts.
Ensure Your Compliance and Avoid Penalties in Bulgaria
Correctly identifying your beneficial owner and ensuring they are properly registered is a critical legal requirement. Our team of experts provides a comprehensive service covering both the identification of the beneficial owner on the basis of your specific corporate structure and the complete handling of the registration process.
By entrusting this task to us, you can be confident of your compliance and avoid the serious penalties associated with any errors.
For more information, please contact us at:
ECOVIS ježek, advokátní kancelář s.r.o.
Betlémské nám. 6
110 00 Praha 1
e-mail: mojmir.jezek@ecovislegal.cz
www.ecovislegal.cz
About ECOVIS ježek, advokátní kancelář s.r.o.
The Czech law firm ECOVIS ježek focuses in its practice primarily on corporate law, real estate law, dispute resolution, as well as financing and banking law, and provides comprehensive advisory services in all areas, forming an alternative to international law firm clients. The international dimension of the services provided is ensured by the firm's existing experience and through cooperation with leading law firms in most European countries, the USA, and other jurisdictions within the ECOVIS network, operating in 75 countries worldwide. Members of the ECOVIS ježek law firm team have many years of experience from leading international law and tax firms, providing legal advice to multinational corporations, large Czech companies, as well as medium-sized firms and individual clients. More information at www.ecovislegal.cz.
