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16 May 2019

Legal Alert for Approaching Deadline of UBO Registration

Bulgarian anti-money laundering law requires that companies and other entities having their seat in Bulgaria register their ultimate beneficial owner(s).

The registration is mandatory, and the deadline for registration is approaching. These obligations arise from the Bulgarian Anti-Money-Laundering Measures Act (2018) transposing Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 (4th AML Directive) into national law.

Who does this concern?

  • Entities registered in Bulgaria, e.g. limited liability companies, joint stock companies, branches of foreign legal entities, foundations, associations, consortia in the form of civil companies.

Where to register?

  • The Bulgarian Commercial Register or in certain cases,
  • The BULSTAT Register.

What data must be registered?

  • Registration of the ultimate beneficial owner(s) of the Bulgarian entity or formation.
  • Disclosure of all legal entities that directly or indirectly exercise control in the Bulgarian entity.
  • Disclosure of the management of such controlling entities and certain relevant data.
  • Registration of a local contact person if the Bulgarian entity or formation does not have a legal representative permanently residing in Bulgaria.

What data comes into the public domain?

  • For the time being all of the above data on the ultimate beneficial owner(s); the legal entities exercising control; and the data on their management; and the local contact person.

What is the filing deadline?

  • 31 May 2019.

What form is required?

  • Sample form declaration populated with the data which is subject to registration, signed by the representative(s) of the Bulgarian entity with notarised signature(s).
  • The filing with the relevant register can be done electronically.

What other documents are required?

  • Commercial/companies register excerpts for all legal entities exercising control in the Bulgarian entity or formation, not older than six months, original(s) with an official/stamped translation into Bulgarian.
  • Power of attorney for the filing.
  • Notarised consent of the local contact person, if any appointed.
  • Others, depending on particularities of the case.

What is the expected timeline for preparation of the filing?

  • At least two weeks, usually longer depending on the complexity of the corporate structure and the volume of documents to be collected and translated into Bulgarian.

What are the fines in case of non-compliance?

  • Generally: approx. EUR 500 - EUR 5,000 for the first established incident of non-compliance.
  • Banks, insurers, leasing undertakings, investment intermediaries: approx. EUR 1,000 – EUR 10,000 for the first established incident of non-compliance.
  • Fines may/will be imposed repeatedly on a monthly basis until the filing of the required data and documents is done.

What else?

  • Anti-money laundering laws contain complex and strict requirements, including obligations to prepare certain specific documents and establish internal processes. The requirements have been updated with effect from 11 May 2019 and vary depending on the specific type of business. We recommend obtaining legal guidance should you need more details.

This is general communication to alert you to the approaching deadline for the registration of ultimate beneficial owners. This communication does not substitute legal advice in relation to the registration of ultimate beneficial owners and/or on the impact of anti-money laundering rules in general. The Schoenherr Sofia team remains available to provide such advice and respond to questions.


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Further reading:
Increased and uniform protection is coming: EU adopts new rules protecting and encouraging whistleblowing