Declaration of Beneficial owner (EN)
III. “Beneficial owner” definition
The legal definition of “beneficial owner” is introduced in § 2 from the Supplemental provisions of the MAMLA and corresponds to the definition provided in the Directive.
§ 2. (1) “Beneficial owner” is any natural person(s) who ultimately owns or controls the legal entity or another legal formation, and/or the natural person(s) on whose behalf or for whose account a transaction or activity is being conducted, and who meets at least one of the following conditions:
1. In the case of corporate legal entities and another legal formations, the beneficial owner is the natural person(s) who directly or indirectly owns a sufficient percentage of the shares or voting rights in such entity or another legal formation, including through bearer shareholdings, or through control via other means, other than a company listed on a regulated market that is subject to disclosure requirements consistent with Union law or subject to equivalent international standards which ensure adequate transparency of ownership information.
Indication of direct ownership is present when a natural person(s) owns at least 25% of the shares in a legal entity or another legal formation.
Indication of indirect ownership is present when at least 25% of the shareholding in the legal entity or another legal formation is held by a corporate entity or another legal formation, which is under the control of the same natural person(s), or by multiple legal entities and/or legal formations, which are under the ultimate control of the same natural person(s).
2. In respect of trustee ownership, including trusts, trusteeships and other similar foreign legal formations, established and existing under the legislation of the jurisdictions admitting such forms of trust ownership, the beneficial owner shall be:
a. the founder;
b. the trustee;
c. the protector, if any;
d. the beneficiary or class of beneficiaries, or
e. the principal in whose interest the trust is created or managed when the natural person benefiting from it is yet to be determined;
f. any other natural person exercising ultimate control over the trust by means of direct or indirect ownership or by other means.
3. In respect of foundations and legal arrangements similar to trusts – the natural person(s) holding equivalent or similar positions to those referred to in point 2.
(2) Shall not be deemed beneficial owner(s) any natural person(s) who is/are nominee director(s), secretary(ies), shareholder(s) or owner(s) of the capital of a legal entity or other legal formation, if another beneficial owner is established.
IV. Term and order for announcement
By 31 May 2019 the obligated entities file with the Commercial Register and Register of Non-Profit Legal Entities, respectively with the Bulstat Register, applications for registration of the data on beneficial owners, legal entities and other formation which have direct or indirect control, as well as contact person in the cases where provided by the law.
For the non-compliance with the obligation for applying for registration of the data subject to declaration within the provided for by the MAMLA term, a penalty starting from BGN 500 to BGN 5000 is imposed in the cases where the violator is a natural person, respectively a pecuniary penalty starting from BGN 1000 to BGN 10 000 is imposed when the violator is a legal entity.
An obligated entity, which, after being imposed a penalty for non-compliance with the obligation for applying for registration of the data, subject to declaration, and have not applied for registration in the provided term, another penalty within the above mentioned amounts is imposed to the obligated entity each month until application for registration of the data is filed.
Delchev & Partners
This Legal Alert has been prepared by DELCHEV & PARTNERS for information purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship. Readers should not act upon this without seeking professional counsel.