The new Measures Against Money Laundering Act (ЗМИП) and its Rules for Application create obligations to declare beneficial owners in the relevant registers – the Commercial Register, the Register of Non-Profit Legal Entities, or the BULSTAT Register.

All commercial companies, non-profit legal entities and other legal arrangements established on the territory of Bulgaria are obliged to file a Declaration under Article 63, paragraph 4 of ЗМИП regarding their beneficial owners, unless information about them has already been entered on another basis in the relevant registers.

Who is not obliged to file a declaration?

The Act specifies the following persons who are not obliged to file a Declaration under Article 63, paragraph 4 of ЗМИП:

  • Sole traders;
  • Single-member joint-stock companies with a natural person as sole owner of the capital;
  • Limited liability companies whose partners are natural persons;
  • General partnerships whose partners are natural persons.

If the beneficial owners of these traders differ from those entered, or fall within the scope of § 2 of the supplementary provisions of ЗМИП, they are obliged to file a Declaration under Article 63, paragraph 4.

Entry of contact persons

Where no representative with permanent residence in Bulgaria is entered in the file of a legal entity or other legal arrangement, a contact person who is permanently resident on the territory of the country must be entered. A notarised consent from the contact person is filed together with the Declaration under Article 63, paragraph 4.

Obligations of trustees

Natural persons and legal entities acting as trustees of trusts, fiduciary funds and other similar foreign legal arrangements are obliged to maintain accurate and up-to-date information on the natural persons who are the beneficial owners of that property, and to enter it in the BULSTAT Register.

Who is a beneficial owner?

A beneficial owner is a natural person or persons who directly or indirectly own or control a legal entity or other legal arrangement. An indication of direct ownership is where a person holds at least 25% of the shares or company interests of a legal entity. Indirect ownership exists where 25% or more of the company interests of a legal entity belong to another legal entity controlled by the same natural person.

Control and influence

Control may be exercised directly or indirectly through other legal means. An indication of indirect control is the exercise of ultimate effective control through third parties, authorisation or contract.

Filing the declaration

The Declaration under Article 63, paragraph 4 of ЗМИП must be filed with notarisation of the signature of the person representing the respective company or organisation.

Time limits and fees

The deadline for filing the declaration of beneficial owners in the Commercial Register and the Register of Non-Profit Legal Entities or the BULSTAT Register is 31 May 2019. For newly registered companies, the time limit is four months from re-registration.

The registration fees are as follows:

  • BGN 40 for filing on paper, or BGN 20 for electronic filing in the Commercial Register and the Register of Non-Profit Legal Entities;
  • BGN 10 for filing in the BULSTAT Register, regardless of the method of filing.

Should you require assistance in preparing and submitting the documents under ЗМИП, please contact us on tel.: 0887550706 or by e-mail: [email protected]