Under the Bulgarian Measures against Money Laundering Act (MAMLA), the UBO is the natural person who ultimately owns or controls a legal entity. For corporations, a UBO is typically a natural person who directly or indirectly owns at least 25% of the capital or voting rights, or who otherwise exercises control over the legal entity. The concept of “control” can include the power to appoint or remove the majority of the management body or to make key strategic decisions. If, after exhausting all reasonable efforts, no UBO can be identified based on the ownership or control criteria, the law establishes a substitute mechanism. In such cases, the members of the entity’s senior management (e.g., the directors or members of the management board) are registered as its UBOs.

Which Entities Must Register Their UBO?

The obligation to register a UBO applies to nearly all corporate and other legal entities registered in Bulgaria, including companies, non-profit organizations, and trusts. The legal representative of the entity is responsible for ensuring the declaration is filed correctly and in a timely manner.

The primary exemption from this obligation applies to companies whose shares are traded on a regulated market that is subject to EU disclosure requirements or equivalent international standards.

The UBO Identification and Registration Process in Bulgaria

The registration process in Bulgaria involves submitting a standardized declaration form to the relevant register—either the Commercial Register or the Register of Non-Profit Legal Entities, depending on the entity type. This declaration is filed as part of the entity’s official dossier. The crucial first step is a thorough analysis of the ownership and control structure to correctly identify the UBO(s).

New entities must file their UBO declaration within one month from the date of their incorporation.  Any subsequent changes to the UBO information must be registered within a 7-day period of the change occurring to ensure the register remains accurate. ECOVIS provides full support throughout this process, from the analysis of your corporate structure to managing the registration with the Registry Agency.

Public Access to the Bulgarian UBO Register

Bulgaria maintains public access to UBO information. Since the data is integrated into the public Commercial Register, it is accessible to anyone. The public can view the following information about a UBO:

• Full name
• Citizenship
• Personal ID number (or date of birth for non-residents)
• Country of residence
• Information on the nature of their position and intermediary entities

The public portal can be accessed at portal.registryagency.bg. While access to the data is open and free of charge, viewing full details and scanned documents often requires user registration with a Bulgarian Qualified Electronic Signature (QES) or another recognized authentication tool.

Consequences of Non-Compliance in Bulgaria

Failure to comply with UBO registration duties carries significant sanctions under the MAMLA that can severely impact a company’s finances and operations. The primary consequences include:

Fines

The law introduces an administrative obligation for commercial companies or non-profit legal entities established under Bulgarian law to declare and enter in the Bulgarian commercial register and in the register of non-profit legal entities the data on their ultimate beneficial owners –  Art. 63, para. 1 and 4 of the MAMLA, Art. 65a, para. 2 of the Commercial Code, Art. 18, para. 1, item 11 of the Non-Profit Legal  Entities Act.

Failure to fulfill this obligation is subject to an administrative penalty – Art. 118, para. 4 and 5 of the MAMLA, as follows:

(4) Person under Art. 61, para. 1 or under Art. 62, para. 1, which did not fulfill its obligation to request entry of the data under Art. 63, para. 4 or Art. 63a, para. 4 within the time limit, shall be punished with a fine, if it is an individual, or with a property sanction, if it is a legal entity, in the amount of BGN 5 000.

(5) Person under Art. 61, para. 1 or under Art. 62, para. 1, which, after being punished under para. 4, did not apply for entry until one month has passed from the imposition of the fine or property sanction, a new fine or property sanction is imposed under para. 4 every month until the entry is requested.

Business and Financial Restrictions

Incorrect or missing UBO information can severely impede business operations. Financial institutions and other obliged entities (like notaries) are required to perform due diligence and may refuse to open bank accounts, process transactions, or certify deals if an entity’s UBO data is not properly registered. This can effectively block a company from conducting normal business.

Exclusion from Public Procurement

A company that has not correctly registered its UBO may be barred from participating in public procurement procedures. Contracting authorities are obligated to verify compliance before awarding public contracts.

Ensure Your Compliance and Avoid Penalties in Bulgaria

Correctly identifying your Ultimate Beneficial Owner and ensuring their proper registration is a critical legal requirement. Our team of experts provides a comprehensive service that covers both the UBO identification based on your specific corporate structure and the complete handling of the registration process. By entrusting this task to us, you can be confident in your compliance and avoid the severe penalties associated with any errors.