Bulgarian companies and certain non-profit entities are required to maintain accurate information about their ultimate beneficial owners, or UBOs.
However, not every entity must make a separate beneficial-owner entry in the Bulgarian Commercial Register. The answer depends on the legal form and on whether the relevant natural persons are already visible in the Bulgarian registers.
Separate beneficial-owner registration is particularly important for structures involving foreign companies, joint-stock companies, variable capital companies and certain foundations and associations.
Are the ultimate natural persons already visible in the Bulgarian register, or must they be declared separately?
1. What Is an Ultimate Beneficial Owner?
A beneficial owner is the natural person who ultimately owns or controls a company or other legal entity.
Ownership of a sufficient percentage of shares, participation or voting rights is one of the main indicators used in the beneficial-ownership analysis.
Beneficial ownership is not determined only by percentage ownership. A person may also qualify as a UBO because of direct or indirect control exercised in another way.
2. When Is a B7 Beneficial-Owner Filing Required?
Bulgarian legal entities and other legal arrangements established in Bulgaria must register their beneficial owners where the relevant natural persons are not already entered in the Bulgarian registers as shareholders or sole owners in a manner that makes the ownership sufficiently visible.
John → Foreign Ltd → Bulgarian EOOD
The Bulgarian Commercial Register shows Foreign Ltd as the shareholder, but John is not directly visible as the ultimate individual owner. A separate beneficial-owner filing is generally required.
A foreign company or other foreign entity anywhere in the ownership chain is therefore one of the most common reasons why a Bulgarian company requires a separate B7 filing.
3. When Is Separate UBO Registration Normally Not Required?
John → owns 100% of Bulgarian EOOD
If John is already entered in the Commercial Register as the sole individual owner of the capital, the same person does not normally need to be duplicated merely to repeat information already visible in the register.
A similar principle may apply to directly registered individual shareholders of an OOD where the relevant beneficial owners are already visible in the register.
If another natural person exercises ultimate control on a different basis, or if the ownership structure is more complex than the direct registered shareholding suggests, additional UBO registration may still be required.
4. Which Legal Forms Commonly Require Beneficial-Owner Registration?
A separate filing is generally required where the ultimate owners are not already visible, for example where a shareholder is a foreign company.
Depends on ownership structureThe individual shareholders of a joint-stock company are not generally visible in the Commercial Register in the same way as the owners of an EOOD. Beneficial-owner registration is therefore commonly required.
UBO filing commonly requiredThe shareholders or sole owner of a Variable Capital Company are not entered in the Commercial Register. The company keeps its own shareholder book, which makes separate UBO registration particularly important.
UBO filing requiredFoundations may also need to declare their natural-person beneficial owners, including relevant founders, beneficiaries or other persons exercising control, depending on the structure.
UBO rules applyBeneficial-owner rules also apply to associations where the relevant natural persons are not already entered on another basis in the register.
Depends on registered personsWhere foreign companies or other foreign legal entities appear in the ownership chain, the natural persons behind them normally need to be identified.
Usually requires separate filingSpecial note on Variable Capital Companies
The shareholders or sole owner of a Bulgarian VCC / DPK are not entered as such in the Commercial Register. Instead, the company maintains a shareholder book. As a result, beneficial ownership cannot be established merely by reviewing the public company file.
Where Corporate Bulgaria incorporates a new VCC / DPK, preparation of the beneficial-owner declaration is included in the incorporation service and no separate EUR 200 fee is charged.
Special note on foundations
Beneficial ownership for a foundation is not analysed in exactly the same way as share ownership in a commercial company.
Depending on the foundation's structure, relevant natural persons may include the founder, persons in whose benefit or interest the foundation is established or managed, or other persons exercising ultimate control.
If those persons are already entered in the register on another legal basis, a separate duplicate entry may not always be necessary. If the actual beneficial owners are different from the persons already visible, their details must be declared.
5. Practical Examples
If the individual is already directly registered as the owner, a duplicate UBO entry is normally unnecessary.
Normally no separate UBO filingThe ultimate natural persons are not directly visible in the Bulgarian register.
B7 requiredIndividual shareholders are not generally visible as direct owners in the public register.
B7 commonly requiredShareholders are maintained in the company's own shareholder book rather than entered as owners in the public register.
B7 requiredThe relevant founder, beneficiary or controlling persons may have to be declared depending on what is already visible in the register.
Structure-specific analysisThe natural persons behind the foreign entity normally need to be identified and disclosed.
B7 usually required6. Beneficial Owner and Contact Person Are Separate Obligations
The requirement to declare a beneficial owner and the requirement to register a Bulgarian contact person must be assessed separately.
A Bulgarian company owned by a foreign company may need to declare the ultimate natural persons, while no separate contact person is required if the company already has a legal representative permanently residing in Bulgaria.
A foreign individual may already be visible as the direct owner of a Bulgarian EOOD, but the company may still need a contact person if the legal representative does not permanently reside in Bulgaria.
7. What Documents Are Required?
The main document is the statutory beneficial-owner declaration signed by the company's legal representative.
The company's manager or other legal representative signs the statutory declaration and the signature is notarised.
Depending on the structure, company register extracts, shareholder records, current-status certificates and other ownership documents may be required.
Foreign documents may require Apostille, legalization and Bulgarian translation depending on the country of origin.
If a contact person is also required, that person signs a separate notarised consent.
How does the B7 filing work?
The Commercial Register uses field 550 for natural persons entered as beneficial owners and field 550a for a contact person where one must also be registered.
8. Corporate Bulgaria Beneficial Owner Declaration Service
The standalone service includes:
- review of the ownership structure;
- identification of the beneficial owners to be declared;
- preparation of the Article 63 declaration;
- preparation of the B7 application;
- guidance regarding supporting ownership documents; and
- submission to the Bulgarian Commercial Register.
Where Corporate Bulgaria handles the incorporation of a new Variable Capital Company, preparation of the beneficial-owner declaration is included at no additional charge.
Corporate Bulgaria provides a contact-person service for EUR 150 per year.
Article 63 of the Bulgarian Measures Against Money Laundering Act and fields 550 and 550a of the Bulgarian Commercial Register.
This article provides general information only. Beneficial ownership must be assessed according to the actual ownership and control structure. Foreign legal entities, foundations, nominee arrangements, indirect ownership and control exercised other than through share ownership may require additional analysis and documentation.
