Who must submit a declaration identifying the beneficial owners of the legal entity they represent?<\/i><\/b><\/p>\n
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Article 38 of the Regulations Implementing the Bulgarian Measures Against Money Laundering Act clearly identifies who must submit the declaration in Annex 3 to the Regulations naming the beneficial owners of the legal entity they represent. The duty rests with the entity\u2019s statutory representatives, that is, those authorised to act as its governing organs. In dealings with third parties, declarations they make as individuals are treated as declarations of intent by the entity itself.<\/p>\n
Both the Commercial Register and Register of Non-Profit Legal Entities Act and the special statute, the Measures Against Money Laundering Act, exclude lawyers acting under a power of attorney from the persons required to declare, on the entity\u2019s behalf, circumstances whose declaration is a prerequisite for an entry or publication in the Commercial Register. Where the law requires facts and circumstances to be declared on pain of criminal liability for a false declaration, the declarant or, as applicable, its statutory representative must fulfil the obligation personally. It cannot be delegated.<\/p>\n
A lawyer acting under a power of attorney may lodge the application but does not hold the right or bear the duty to declare facts and circumstances concerning the client represented before the Commercial Register. A lawyer retained to prepare and file the necessary documents would not ordinarily have first-hand knowledge of the circumstances to be declared. Accordingly, the law cannot be understood as conferring a right or imposing a duty on the lawyer to attest to the truth of facts communicated by the client. Those facts concern the identity of the legal entity\u2019s beneficial owners; the lawyer should therefore not incur criminal liability for falsely declaring them. A declaration made by the lawyer has no legal effect in this respect: only those granted authority to act as governing representatives by the beneficial owners of a foreign legal entity registered in the form of a trust have direct knowledge of these circumstances. As the applicant under Article 15(1), point 3 of the Commercial Register Act, the lawyer must obtain a duly completed declaration under Article 38 of the Implementing Regulations from the person who owes that duty \u2014 the entity\u2019s governing representative \u2014 and attach it to the application.<\/p>\n
This article does not constitute a legal opinion or advice concerning a particular situation or person. For legal assistance with a specific case, consult a lawyer.<\/em>
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