CMS Expert Guide to the transparency register in AML directive

Transparency Register pursuant to the fourth European Money Laundering Directive – Status of Implementation in Selected EU Member States

The current legal basis of the Bulgarian Transparency Register is Chapter II, Part VI of the Bulgarian Anti-Money Laundering Measures Act (Закон за мерките срещу изпирането на пари) published in State Gazette Issue No 27/2018 on 27 March 2018, effective from 31 March 2018.

Further amendments implementing the Directive were promulgated in State Gazette Issue No 94 dated 29 November 2019.

The relevant provisions are implemented in the UK through the Persons with Significant Control ("PSC") regime. The PSC regime is set out in Part 21A and Schedule 1A and 1B of the Companies Act 2006, which were inserted by the Small Business, Enterprise and Employment Act 2015 and were subsequently amended by the Information about People with Significant Control (Amendment) Regulations 2017 and the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 and most recently by the Money Laundering and Terrorist Financing (Amendment) Regulations 2019, which implement the 5th Anti-Money Laundering Directive.

Only upon request.

The UBO is obliged to provide the legal entity with all documents and information required for the purposes of fulfilling transparency obligations upon request.  


Upon the receipt of an investigation notice, the recipient has one month to provide the UK legal entity with the information requested.

Even if not served with an investigation notice, a person who thinks they should be recorded in a UK legal entity’s register has an obligation to proactively notify the UK legal entity. Among others, this includes individuals or corporations that are registered holders of more than 25% of the shares in the legal entity, but in some circumstances the registrable persons will instead be individuals or corporations that directly or indirectly control such registered holders. The person recorded on the register must also notify the legal entity of any changes in the person’s details or if the person ceases to be registrable.


There is an obligation for the legal entity to have and to keep adequate, accurate and up-to-date information on the identity of the UBO.


Each legal entity itself must take reasonable steps to identify any UBOs or others that are registrable. In particular, it must send out an investigation notice to anyone whom it knows or has reasonable cause to believe to be registrable, requiring them to state whether they are registrable and to supply or confirm particulars. The legal entity must also keep the register up to date, sending out investigation notices if it has reasonable cause to believe that a change has occurred.

The legal entity.

The legal entity, which must keep its register up to date and make various filings at Companies House.

5. Are there exemptions to the filing obligation?


There is an exemption if the required information is already available in the relevant registers.

UK companies whose shares are listed on a regulated market in an EEA state (including the UK Main Market (the Official List) of the London Stock Exchange, but not including the AIM Market) or on certain markets in Israel, Japan, Switzerland and the USA that are specified in Schedule 1 to The Register of People with Significant Control Regulations 2016 are not required to maintain a register, but they are still obliged to notify a UK legal entity if they think that they should be recorded in the entity’s register.

6. What is the due date for the initial filing? Is there an obligation to update the filing?

1 February 2019 – 31 May 2019.

Yes, if there is a change in circumstances.

Legal entities must enter the details of each UBO or other registrable person in its internal register within 14 days of the details being confirmed or ascertained. Within 14 days of doing so, the legal entities must also provide the details to Companies House.

Legal entities must keep the UBO information in their register updated, and must notify changes, and discrepancies, to Companies House within the required periods. 

The Registrar of Companies is required to take appropriate action to investigate and, if necessary, to resolve discrepancies.

7. What are the sanctions in case of a breach of the transparency obligation?

Fines range between EUR 250 and EUR 2,500 for responsible managers of a legal entity. Fines for legal entities range between EUR 500 and EUR 5,000.

There is a range of sanctions for non-compliance with the Act, including restrictions on the relevant shares/ partnership interests, so that all voting, dividend and other share/partnership interest rights would be suspended and no transfers would be permissible without a court order.

8. Is the Transparency Register established as a separate register or part of an existing one?

The Bulgarian Transparency Register is part of two existing public registers: the Commercial Register and the BULSTAT Register.

The legal entity keeps the register and must make regular filings reflecting the contents of the register with Companies House.

9. Notable amendments (including through the Directive)


Reporting obligations on the legal entity of discrepancies between information reported to it in respect of UBOs and information otherwise available to it from the carrying out of its relevant duties.