Bulgarian companies with foreign owners or foreign directors are often required to register a contact person in Bulgaria under the Bulgarian anti-money laundering rules.
This requirement is frequently confused with the obligation to register an ultimate beneficial owner, or UBO. The two issues are related, but they are not the same obligation.
A Bulgarian company may require a contact person even where its individual owner is already publicly visible in the Commercial Register and no separate beneficial owner entry is necessary.
Does the company have a registered legal representative who permanently resides in Bulgaria?
1. When Is a Contact Person Required?
Under Article 63 of the Bulgarian Measures Against Money Laundering Act, the Commercial Register contains information about a contact person where the company's register file does not contain a natural-person legal representative permanently residing in Bulgaria.
The contact person must also be a natural person permanently residing in Bulgaria and must give notarised consent to act in this capacity.
The decisive issue is whether the company already has a registered natural-person legal representative permanently residing in Bulgaria.
2. Temporary Residence, Tax Residence and Permanent Residence Are Different
One of the most common problems is that foreign directors describe themselves simply as "resident in Bulgaria". Bulgarian law, however, distinguishes several different concepts.
A foreign director may hold a Bulgarian prolonged residence permit and live in Bulgaria for a substantial part of the year.
Contact person requiredA person may qualify as a Bulgarian tax resident under Bulgarian tax law or an applicable tax treaty. Tax residence is a separate legal concept.
Contact person requiredLong-term residence is a separate immigration status and should not be confused with permanent residence merely because of the similarity in terminology.
Assess separatelyA director with permanent residence in Bulgaria generally satisfies the permanent-residence requirement for this purpose.
Separate contact person not requiredA director may live in Bulgaria, have a Bulgarian address, hold a prolonged residence permit and even be a Bulgarian tax resident, while still not having permanent residence status.
How can permanent residence be obtained?
Bulgarian immigration law provides several statutory grounds for permanent residence. Common examples include certain cases following a period of lawful and uninterrupted residence in Bulgaria and certain investment-related grounds.
The exact immigration ground should always be checked from the person's residence document and underlying permit rather than inferred merely from the fact that the person lives or pays taxes in Bulgaria.
3. Practical Examples
The company has no legal representative permanently residing in Bulgaria.
Contact person requiredThe director lives in Bulgaria and holds a temporary/prolonged residence permit.
Contact person requiredTax residence does not itself replace the permanent-residence requirement.
Contact person requiredThe director permanently resides in Bulgaria.
No separate contact personForeign ownership does not itself create the contact-person requirement.
No separate contact personThere is no legal representative permanently residing in Bulgaria.
Contact person required4. A Contact Person and a Beneficial Owner Are Separate Questions
A company does not necessarily need to make a separate beneficial-owner entry simply because it needs a contact person.
For example, a foreign individual may already be publicly entered in the Commercial Register as the sole owner of a Bulgarian EOOD. In that case, there may be no need to duplicate the same individual as a separately registered UBO.
However, if the company does not have a legal representative permanently residing in Bulgaria, the contact-person requirement must still be considered separately.
A company may need a contact person without needing a separate UBO registration. Equally, a company may need to register its UBOs while not needing a separate contact person.
5. How Is the Contact Person Registered?
The contact person is entered in the Bulgarian Commercial Register in field 550a of the beneficial-ownership section.
The filing is made through the relevant B7 procedure.
6. Two Notarised Documents Are Normally Required
The company's manager or other legal representative signs the statutory declaration containing the relevant AML circumstances and the information regarding the contact person.
The signature on the declaration is notarised.
The appointed contact person signs a separate consent confirming that they agree to act in this capacity.
The contact person's signature is also notarised.
These are separate documents signed by different persons.
Can the documents be prepared before the company is incorporated?
Where the contact person is being registered together with the initial incorporation, the required documents can be prepared for the company in formation and filed together with the incorporation package, provided they correctly identify the company and the relevant persons.
7. What Does the Contact Person Do?
A registered contact person does not become a manager, shareholder or beneficial owner merely because of the appointment.
The role exists for AML compliance and in connection with maintaining and providing information concerning the company's beneficial ownership when required by law.
8. Corporate Bulgaria Contact Person Service
The service is particularly relevant for foreign-owned companies and companies managed by persons who do not permanently reside in Bulgaria.
Article 63 of the Bulgarian Measures Against Money Laundering Act and field 550a of the Bulgarian Commercial Register.
This article provides general information only. Whether a contact person is required depends on the company's registered representatives and their actual legal status. Immigration residence and tax residence are separate concepts.
