We trace the ownership chain, assess whether a filing or local contact is required and prepare the documents for registration or correction.
A Bulgarian company approached ARG unsure how to organise its beneficial owner declaration and AML contact person work. The difficulty was not limited to completing a form. The ownership and management decisions had to be translated into consistent corporate documents, register filings and supporting evidence.
ARG organised that process around a shared checklist. This made the instructions easier to follow and kept the information aligned across the ownership chain, representative details and proposed filings. The same distinction matters for any company deciding whether it needs a beneficial owner declaration, a resident AML contact person entry or both.
ARG can help when you need to
Trace direct and indirect ownership from 25 percent and other effective control. Supply evidence for every relevant corporate layer and control right.
Article 63(6) can remove a separate company disclosure when the required people are already registered. Foreign chain entities require specific analysis.
Check whether a permanently resident natural-person legal representative is registered. If the statutory contact role applies, obtain identifying data and notarised consent.
Bring the EIK, ownership records, identity data and effective date. A Commercial Register filing generally follows the seven-day rule; keep the supporting ownership file current.
A beneficial owner, often called a UBO, is the natural person who ultimately owns or controls the entity. The immediate shareholder may instead be another company, so naming that company does not answer the legal question. Section 2 of the supplementary provisions of the Bulgarian Measures Against Money Laundering Act covers direct or indirect ownership of 25 percent or more of shares, interests or voting rights and control through other means. The analysis can identify several people, each with their own basis and extent of rights.
Article 61(1) requires covered Bulgarian entities to obtain, hold and provide adequate, accurate and current beneficial owner information. Article 63(1) then places that information into the Commercial Register, so the declaration is meant to match the public register record with the real ownership and control position. In practical terms, ARG looks first at who ultimately controls the company and whether that person must be declared in the register.
Article 63(4) requires identifying data about the natural people, information on entities through which control is exercised, and the nature and extent of rights. Article 63(5) requires supporting documents establishing why the identified people fall within § 2. Start with a dated chart, then connect each relevant link to a register extract, share record, constitutional provision or agreement. An extract listing a foreign company’s directors may prove representation while leaving its shareholders or controllers unidentified.
The resident AML contact person is a separate concept. Article 63(4), item 3 allows a natural contact person permanently resident in Bulgaria to be entered only where no natural person legal representative permanently resident in Bulgaria is already on the record. The current statute makes that person a fallback registration solution. In other words, this is not an optional convenience field in the abstract. It becomes relevant only when the company lacks the kind of locally resident legal representative the rule is designed to anchor.
For that reason, the practical question is whether the company needs one filing or both. A Bulgarian company may need only the beneficial owner declaration, only the resident contact person entry, or both in the same register package, depending on its structure and current register record.
The key issue is not how the client labels the filing, but whether the register record already shows the people and roles the law requires.
The distinction matters because the two items solve different compliance problems. The beneficial owner declaration answers who ultimately owns or controls the entity. The AML contact person answers who can serve as the resident point of contact for the statutory AML fallback rule when the register does not already show a permanently resident natural person legal representative. If those are confused, the company can submit the wrong package, leave the record incomplete, or try to solve a control disclosure issue with a contact-person entry that cannot replace it.
Check ownership and control before deciding whether a declaration is needed. Under § 2(3), the AML definition also follows § 1в of the supplementary provisions of the Commercial Act. That includes majority voting rights, qualifying rights to appoint a majority of a governing or supervisory body, decisive influence under a contract or constitution, and majority votes controlled through an agreement with other members. The AML provision also captures other decisive influence over important company decisions. A small economic interest therefore does not automatically exclude control.
This filing is usually relevant when the company is newly formed, when ownership or control has changed, or when the current register record is incomplete or outdated. It is also relevant where the ownership structure runs through foreign chain entities and the register needs to reflect the real beneficial owner position in Bulgaria. The service brings the Commercial Register into line with the current AML reality of the company.
The legal effect is important. Article 63(1) and 63(3) show that beneficial-owner data are entered into the Commercial Register and the normal register procedure applies. So the issue is not only whether the company has the information internally. It is whether the public record has to be updated in the statutory register format.
This service becomes relevant whenever the company’s register position and its real ownership or AML position no longer match. A Bulgarian entity may need a new beneficial owner filing when it is newly formed, when control changes, when the ownership chain changes, or when the Commercial Register record needs correction because it is incomplete or outdated. The legal test is not the client’s internal timeline. It is whether the current register entry still reflects the beneficial ownership structure required by Article 63 of the Measures Against Money Laundering Act (MAMLA).
Article 63(6) contains the company filing rule and its registered-owner exception. If the relevant natural people are already registered as partners or sole capital owners, the specified exception can remove the need for a separate UBO declaration. Where corporate entities appear in the chain, examine whether the relevant individuals are registered in the required Bulgarian chain records and whether any relevant chain entity was established abroad. The exception cannot be assumed merely because a foreign register contains an ownership entry.
But the exception has limits. If the ownership chain includes a foreign entity, the analysis does not stop just because the chain looks simple at group level. The question is whether the beneficial owner is already entered in the relevant register in the required form. A foreign chain entity that is not itself entered as the statute contemplates can still leave the Bulgarian declaration duty in place.
The filing choice depends on three practical facts.
A company that was just incorporated may need an initial declaration because the register has no current beneficial owner entry yet. A company with a later share transfer or upstream restructuring may need an update because the declared beneficial owner is no longer correct. A company with an old or incomplete record may need a corrective filing because the register must show accurate and current data, not simply historical information.
Do not assume that every company needs the same filing. The law does not treat every Bulgarian entity identically, and it does not make the contact-person issue replace the beneficial owner issue. The resident AML contact person is a separate fallback mechanism and is only relevant if no natural person legal representative permanently resident in Bulgaria is recorded. That point may coexist with a beneficial owner update, but it does not decide the ownership disclosure question by itself.
A practical way to think about it is this. If the company’s ownership or control has changed, ask whether the register still shows the correct beneficial owner. If the company’s resident management presence in Bulgaria is missing from the record, ask whether the fallback contact-person entry is triggered. The answers are often related, but they are not interchangeable.
The practical outcome is a supported conclusion: an initial filing, an update, or reliance on the applicable registered-owner exception. Record why the result follows from the current structure. Where no owner can be established, § 2(5) provides a conditional senior-managing-official fallback after the required identification efforts; it is not permission to choose the director because shareholder evidence is inconvenient to obtain. Retain the steps taken and the evidence considered. ARG coordinates this analysis with the documents needed for the chosen registry action.
Tell us where you live, how your business works and what you want to change. We will help you identify the questions to resolve and the next steps to consider.
Start with the ownership trail and the person who will be entered in the register. Article 63(4) of the Measures Against Money Laundering Act (MAMLA) requires the declaration to identify the natural person by name, citizenship, Bulgarian personal number if there is one, otherwise date of birth, and country of residence if different. It also requires the details of the legal person or other entity through which control is exercised, together with any change in those circumstances. That means the file is built from both personal identity data and the ownership chain, not from a single corporate extract.
For a Bulgarian company, the practical work is to map the control route all the way to the actual beneficial owner and then match that route to the current register data. If the owner is held through foreign entities, ARG needs the documents that show how each link works, because the Commercial Register entry must reflect the natural person who ultimately owns or controls the company. Article 61(1) of MAMLA requires the entity to obtain, hold and provide adequate, accurate and current beneficial-owner information, so the evidence set has to be reliable enough to support a register filing, not just a working assumption.
The resident AML contact person is a separate document and a separate consent step. Under Article 63(4), item 3, the contact person is only relevant where there is no natural person legal representative permanently resident in Bulgaria already recorded. The current Rules for Applying MAMLA [PPZMIP] confirm the form and procedure for submitting declarations under Article 63(4). In practice, that means ARG checks whether the fallback rule is even triggered before asking for the consent packet.
If the company is changing only the resident contact person, the ownership trail still matters because the register must not show an AML contact where the statute does not allow one, and it must not omit a required one. If the company is changing only the beneficial owner, the contact-person issue may still remain separate and must be checked on its own facts. The useful decision for the client is therefore which documents prove the ownership chain, which person can be entered as contact person, and whether the legal representative record already satisfies the resident-presence condition.
The filing is made through the Registry Agency workflow for form B7, which is the application for entering circumstances concerning beneficial owners. The Registry Agency guidance confirms that B7 is the operational route used in the Commercial Register and non-profit register service area. That matters because the law sets the filing duty, while the Registry Agency interface determines how the package is actually submitted.
ARG coordinates the ownership chart, supporting documents, declaration and applicant authority. Supply the Bulgarian EIK, current constitutional documents, relevant foreign extracts and ownership records, identity data, control agreements and the date of the event prompting the filing. If a resident contact is required, arrange that person’s identifying information, Bulgarian correspondence address and notarised consent. Confirm translations and authentication for each foreign document before signing, so its content and form support the Bulgarian filing.
The Registry Agency page also shows a practical distinction that helps with preparation. In the B7 interface, the beneficial-owner section contains a required field for the beneficial owners, while the contact-person field is shown as optional in the interface. That interface design does not change the statute. It only means the filing screen will let the user move through the workflow even where the statutory contact-person rule is not triggered. If the rule is triggered, the legal obligation still exists regardless of how the form labels the field.
This is why the filing route should be chosen after the ownership and representative record have been checked, not before. A company with a complete electronic record can often use the B7 route cleanly. A company with an incomplete or inconsistent record may first need a corrective filing or a revised set of documents so that the register entry matches the current situation. ARG’s practical task is to identify which of those routes fits the file and to prepare the evidence so the selected route is the right one for the record, not just the easiest one to open.
Each person and each material link in the declaration should be traceable to the evidence supplied.
If the company has a foreign ownership chain, the filing package usually needs more careful coordination because the register must show the natural person behind the chain and the chain evidence must support that conclusion. That is the point where corporate documents, identity evidence and AML registration logic meet in one filing.
The right route depends on what is wrong with the current record. If the register already reflects the current beneficial-owner position and the company is only checking whether the resident contact-person fallback applies, a focused B7 filing may be enough. If the register is incomplete, outdated or inconsistent with the real ownership chain, a corrective filing is usually the safer path. If the structure changed upstream, the analysis has to follow the chain rather than stop at the Bulgarian entity, because Article 63(1) and 63(5) of MAMLA require current beneficial-owner information to be entered unless the statutory exception applies.
Apply the registered-owner exception in Article 63(6) to the actual structure. For example, direct natural-person owners already entered as partners may fall within it, whereas a relevant foreign holding company creates the separate chain analysis prescribed by the provision. For foundations and associations, Article 63(7) sets a distinct rule concerning the relevant natural people already entered on another ground. A nonprofit has no ordinary share capital, so copying a company share-percentage analysis into its declaration can miss the people performing the relevant roles.
The contact-person issue must be checked separately. The Registry Agency interface may show the contact field as optional, but the statute still requires a resident natural contact person where no natural person legal representative permanently resident in Bulgaria is on the record. In a mixed case, a company may need both a beneficial-owner update and a resident contact-person entry, or it may need only one of them. The correct route is the one that matches both the ownership chain and the current representative record.
For a client, the fastest way to avoid filing the wrong package is to give ARG a complete record set up front. The useful documents are the current register extract, the ownership chain documents, the names and residence details of the natural persons involved, the representative record for the Bulgarian entity, and any prior beneficial-owner declaration or contact-person entry. If the company has already filed once, the previous entry is just as important as the new one, because an update or correction must be measured against what the register already shows.
A practical filing check is usually enough to decide the next step.
After entry, compare the recorded people, chain entities and rights with the submitted evidence. Keep the final declaration and supporting file accessible and tell the bank about material ownership changes under its customer-information procedure. Registry disclosure and bank due diligence serve related purposes, but a B7 entry does not replace the bank’s independent verification. Reassess after an upstream sale, revised voting arrangement, changed control right or departure of the resident contact, even where the Bulgarian company itself has not signed a share-transfer agreement.
Article 63(3) of the AML Act applies the relevant registry procedure and deadlines. For a company in the Commercial Register, Article 6(2) of the Registry Act supplies the general seven-day filing rule unless another law provides differently. Identify the event and its effective date, then obtain the necessary evidence promptly. An upstream ownership change abroad can matter even when the Bulgarian direct shareholder stays the same. Historic transition periods for introducing UBO reporting do not govern a current corporate change.
Maintain accurate current ownership information under Article 61. Article 67(8) separately requires the specified entity, managers, representatives, liquidators and contact persons to retain that information for five years after the entity terminates. This is not a five-year deadline for filing or a reason to discard earlier evidence while the company operates. Keep dated versions of the chart and documents so a later reviewer can explain both the present position and the change from the previous disclosure.
If a discrepancy notice appears, distinguish it from an ordinary voluntary update. Article 63a establishes its own response mechanism. Obtain the notice and supporting facts, reconcile them with the company records and take the appropriate filing action. A missing attachment or fee may lead to registry instructions under Article 22(5); a refusal has a separate appeal route under Article 25. Identify the procedural stage before deciding how to correct the submission.
Compare the related procedures in this category, including their requirements and the stage at which you need them.
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