Until 31.05.19 companies, foundations and associations in Bulgaria have to present the data about their beneficial owners for entry in the commercial register

Referring to the requirements of the new European legislation in the field of money laundering, the Bulgarian law has laid down the obligation for all companies and non-profit organizations (foundations and associations) established in Bulgaria, to submit for entry in the Commercial Register latest by 31 May 2019 the respective data about their beneficial owners - natural persons, including name, nationality, identity number, country of residence, as well as the rights that these persons own in the companies or in the organizations. Non-profit organizations that have re-registered after 31 January 2019 must submit their beneficial ownership data within four months as of the completion of the re-registration.

The obligation for submission of the declaration arises in two cases - (i) if the beneficial owners have not been entered as shareholders or sole owners of capital in the lots of companies or in the chain of owners - Bulgarian legal entities - in the Commercial Register, in the Register of Non-Profit Organisations and in the Bulstat Register, and (ii) if one of the shareholders or the sole owner of the capital is a foreign legal entity.

The announcement of the data shall take place by completing a sample declaration with notarial certification of the signatures. The declaration can also be processed abroad. However, in such case it must comply with the legal requirements for the use of foreign documents in the Republic of Bulgaria. To the declaration shall be attached certificates of incorporation of all legal persons acting as shareholders in the Bulgarian company or the non-profit organization up to the last legal person, in which the beneficial owners become apparent.

The declaration shall be signed by the statutory representatives of the company or the non-profit organization. In the case of a joint right representation, all joint representatives involved must render a signature. The submission to the Commercial register is made with a new special dedicated application form B7. The form with the declaration may be submitted directly to the Commercial Register or by electronic means, personally by the statutory representatives or by a lawyer authorized to do so. The accruing government fee payable to the Commercial Register amounts BGN 40.00 or BGN 20.00 upon submission by electronic means.

The penalties for violating the relevant statutory provisions are between BGN 1,000.00 and BGN 10,000.00 for the defaulting company or non-profit organization and between BGN 500.00 and BGN 5,000.00 for the legal representative. The fines for banks, insurance companies or leasing companies are much higher.


Author: Cornelia Draganova