Beneficial Ownership in Bulgaria: Registration, Deadlines and Sanctions

The Bulgarian Measures Against Money Laundering Act requires legal entities and other legal arrangements established in Bulgaria to obtain, maintain and, where required by law, provide adequate, accurate and up-to-date information on the natural persons who are their beneficial owners, including detailed information on the rights held by those persons.  

Accurate beneficial ownership information is relevant beyond registration compliance. Incorrect or outdated information may trigger the discrepancy procedure under Article 63a of the Measures Against Money Laundering Act and administrative sanctions, and may also create difficulties where banks and other obliged entities are required to complete customer due diligence. 

A beneficial owner within the meaning of § 2 of the Supplementary Provisions of the Measures Against Money Laundering Act must be a natural person. The term covers the natural person or persons who ultimately own or control a legal entity or other legal arrangement, or on whose behalf or for whose account a transaction, operation or activity is carried out.  

For legal entities, a principal criterion is the direct or indirect ownership of 25 per cent or more of the shares, interests or voting rights. A natural person may also qualify as a beneficial owner through control exercised by other means, including the ability to exercise decisive influence over the legal entity. The statutory definition contains an exception for companies whose shares are traded on a regulated market and which are subject to the applicable disclosure requirements.  

A nominee director, secretary, shareholder or capital owner is not treated as the beneficial owner merely because of that nominee position where another beneficial owner has been established. In such a structure, the analysis must identify the natural person who ultimately owns or controls the legal entity.  

The senior managing official test is a fallback rule. It applies only after all possible means of identifying a beneficial owner under the primary criteria have been exhausted and there are no grounds for suspicion that such a person has not been identified, or where doubts remain as to whether the person identified is in fact the beneficial owner. The steps taken to identify the beneficial owner must be documented.  

Legal entities and other legal arrangements established in Bulgaria, other than sole traders, must separately register their beneficial owners where the relevant natural persons are not already registered on the entity's file as members or sole owners of the capital.  

Accordingly, where the registered member or sole owner of an OOD or EOOD is a natural person and that same person is the beneficial owner by reason of the direct participation, a duplicate beneficial ownership filing for that person is not required. Where another natural person is the beneficial owner, or beneficial ownership arises from control on a basis other than direct participation, the relevant person must be separately registered.  

Where a registered member or sole owner is itself a legal entity or another legal arrangement, a separate beneficial ownership filing is required if the ultimate beneficial owner is not registered as a member or sole owner on the files of Bulgarian entities participating in the ownership chain. A filing obligation also arises where a legal entity or other legal arrangement in that ownership chain is not established in Bulgaria.  

For foundations and associations, beneficial ownership information must be separately filed where the relevant natural persons are not already registered on another basis on the entity's file. Where the actual beneficial owner is a different natural person falling within the statutory definition, that person's details must also be registered.  

The legal form of a company alone is therefore not sufficient to determine whether Form B7 is required. The particular ownership and control structure, and the information already registered in Bulgaria, must be reviewed. 

Where a foreign legal entity or other legal arrangement forms part of the ownership chain, the Bulgarian entity must trace ownership and control to the ultimate natural person. Article 63(6) expressly provides for a separate filing obligation where a legal entity or other legal arrangement in the ownership chain has not been established in Bulgaria.  

The beneficial ownership declaration must be supported by documents from which it can be established that the natural persons identified as beneficial owners fall within the relevant statutory definition. Depending on the structure, the supporting evidence may include documents establishing the existence and representation of foreign entities, the rights held within the ownership chain and other records necessary to establish ultimate ownership or control.  

An Apostille or consular legalisation is not automatically required for every foreign document. The authentication requirements depend on the country of origin, the type of document, the 1961 Hague Apostille Convention and any applicable bilateral or multilateral treaty. Where a legal assistance treaty exempts documents from legalisation, the treaty regime applies. Documents originating from Hague Convention states are generally subject to an Apostille where authentication is required, while documents from other jurisdictions may be subject to consular legalisation. The applicable Bulgarian translation requirements must also be observed.  

Where no legal representative who is a natural person permanently resident in Bulgaria is registered on the entity's file, a natural person permanently resident in Bulgaria must be registered as a contact person. The contact person's notarised consent must be provided.  

For companies and non-profit legal entities, beneficial ownership information is filed with the Registry Agency using Form B7. The application may be submitted on paper at a territorial office of the Registry Agency or electronically in accordance with the applicable electronic filing requirements.  

Where a filing obligation arises under Article 63(6) or (7), the legal representative submits the declaration under Article 63(4) with a notarised signature. Documents establishing the basis on which the identified natural persons qualify as beneficial owners must also be attached.  

A change in a registrable circumstance is subject to the general 7-day filing period under the Bulgarian Commercial Register and Register of Non-Profit Legal Entities Act, unless another statutory deadline applies. Changes concerning the beneficial owner, the nature or extent of the rights held, or other registered circumstances must therefore be reflected in the register within the applicable period.  

Obliged entities under Article 4 of the Measures Against Money Laundering Act and the public authorities specified by law must notify the Registry Agency where they identify a discrepancy between the beneficial ownership information collected by them and the information recorded in the relevant register. The notification must be submitted within 14 days of identifying the discrepancy and must be supported by the relevant documents.  

The Registry Agency records the existence of a discrepancy notice on the entity's file and sends written notice to its registered management address. If the notice is not received by the legal representative or an authorised representative, it is deemed served one month after the discrepancy notice was recorded on the entity's file.  

A separate 7-day period begins upon receipt or deemed service of that notice. Within that period, the entity must either file a change to its beneficial ownership information or apply for removal of the discrepancy notice and provide the required declaration and supporting evidence. The one-month deemed-service period does not replace the 7-day response period. It determines when service is deemed to have occurred if the written notice was not received.  

Where a person subject to Article 61(1) or Article 62(1) fails to file the information required under Article 63(4) within the applicable deadline or fails to comply with Article 63a(4), Article 118(4) provides for a fixed fine for an individual or a fixed pecuniary sanction for a legal entity of BGN 5,000.  

From 1 January 2026, statutory provisions that continue to express fines, pecuniary sanctions and other public obligations in Bulgarian lev apply in accordance with the statutory euro conversion rules. At the official conversion rate of EUR 1 = BGN 1.95583, BGN 5,000 converts to EUR 2,556.46.  

If the filing obligation remains unfulfilled for one month after the first sanction has been imposed, a new sanction in the same amount is imposed for each subsequent month until the filing is made. Payment of the first sanction therefore does not discharge the underlying filing obligation.  

For infringements of the Measures Against Money Laundering Act that are not subject to a specific sanction, Article 118(1) provides a general sanction framework. For a legal entity or sole trader, the pecuniary sanction ranges from BGN 1,000 to BGN 10,000, increasing to BGN 2,000 to BGN 20,000 for a repeated infringement and BGN 5,000 to BGN 50,000 for systematic infringements. Different and higher ranges apply to certain categories of obliged entities under Article 4, so the applicable sanction must be determined by reference to the particular infringement and the status of the offender.  

A registered contact person who fails to comply with the obligations under Article 61 or 62 may be fined between BGN 100 and BGN 1,000, increasing to BGN 200 to BGN 2,000 for a repeated infringement. From 1 January 2026, these amounts are also applied in accordance with the statutory euro conversion rules.  

Administrative offence statements for infringements of Article 63(1) to (8) and Article 63a(4) are issued by officials authorised by the Executive Director of the Registry Agency. Penalty decrees are issued by the Executive Director or authorised officials. Appeals are governed by the Bulgarian Administrative Violations and Sanctions Act.  

A discrepancy or insufficient beneficial ownership information does not automatically result in a blocked bank account, a failed notarial transaction or a suspended corporate deal. It may, however, require an obliged entity to carry out additional customer due diligence. 

Where an obliged entity cannot complete the customer due diligence required by the Measures Against Money Laundering Act, Article 17 requires it to refuse the relevant operation or transaction or the establishment of a business relationship, including the opening of an account. Where a business relationship already exists and the required customer due diligence cannot be completed, the obliged entity must terminate that relationship.  

Accurate beneficial ownership information can therefore have direct practical significance for banking services, corporate and investment transactions and other dealings involving persons subject to Bulgarian AML obligations. A discrepancy does not predetermine the outcome of a particular transaction, but it may delay or prevent completion where the required customer due diligence cannot be completed. 

A beneficial ownership review should begin by tracing the entire ownership and control structure to the ultimate natural person. The analysis should consider both ownership percentages and other mechanisms of control that may result in a different natural person qualifying as the beneficial owner. 

The company should then establish whether the beneficial owner is already registered as a member or sole owner of the capital and whether the exemption from a separate filing applies. Where foreign entities participate in the ownership chain, the company should obtain documents sufficient to establish the ownership and control structure and the legal basis on which the relevant natural person qualifies as the beneficial owner. 

Where a separate registration is required, Form B7, the declaration under Article 63(4) and the supporting documents should be consistent with each other. Following registration, the company must keep the information current and take the required registration steps whenever a relevant change occurs. Bulgarian AML law expressly requires beneficial ownership information to remain adequate, accurate and up to date.  

Vassilev & Chisuse Law Firm provides legal assistance in connection with beneficial ownership identification and registration, including the analysis of complex and cross-border ownership and control structures, preparation of declarations and supporting documents under Article 63 of the Measures Against Money Laundering Act, procedures following discrepancy notices under Article 63a, and representation in appeals against Registry Agency refusals and penalty decrees. 

This material is provided for general information purposes only. It does not constitute individual legal, regulatory or tax advice. The applicable requirements should be assessed in light of the specific ownership and control structure, the relevant documentation and the circumstances of each individual case.