Nominee director and shareholder services in Bulgaria: how they work

What "nominee" means in Bulgaria, specifically

When a Bulgarian company is registered, the manager and the shareholders are entered by name in the Commercial Register — a public, searchable record. A nominee arrangement means a different person's name is entered there than the person who actually makes the decisions and receives the economic benefit. The relationship between the two is normally set out in a private civil agreement — a power of attorney combined with an indemnification or declaration of trust arrangement — rather than a formal instrument filed anywhere public.

This matters because Bulgarian law doesn't have the common-law concept of a trust in the way some offshore jurisdictions do. The nominee relationship rests on ordinary contract law between the two private parties. Toward the Commercial Register, the bank, tax authorities, or anyone else the company deals with, the nominee is the manager or shareholder — the private agreement doesn't bind or inform third parties, it only governs the two people who signed it.

What it hides — and what it does not (the UBO question)

Under Bulgaria's Measures Against Money Laundering Act, which implements the EU's anti-money-laundering directives, every Bulgarian legal entity must identify and declare its ultimate beneficial owner — the natural person who directly or indirectly holds at least 25% of the capital or voting rights, or who otherwise exercises actual control — within one month of incorporation, with any change updated within seven days. This declaration goes to the Commercial Register, run by the Registry Agency, separately from the ordinary shareholder listing.

A nominee director or shareholder does not remove this obligation. If you are the person actually controlling the company, you are its UBO under the law — regardless of whose name sits in the shareholder field — and you (or the company, through its manager) must declare that. Using a nominee to avoid the UBO filing altogether isn't a grey area; it's the exact thing the filing requirement exists to catch, and it carries real penalties.

Legitimate reasons founders use nominees

• ✓Keeping a name out of casual public search — journalists, competitors, or acquaintances running a Commercial Register lookup won't see it, even though regulators and banks still can.
• ✓Personal safety or sensitivity — for some founders, having their name attached to a specific business is a real personal-security concern, not just a preference.
• ✓Holding structures — where the registered shareholder is a parent company rather than an individual nominee, which is a different and more common arrangement entirely.

What it does not achieve

It's worth being blunt here, because overselling this is both wrong and irresponsible. A nominee arrangement does not evade the UBO/AML disclosure obligation described above. It does not make bank account opening easier — a bank's own KYC process looks past whoever is registered to the actual beneficial owner regardless, so a nominee director doesn't shortcut the due diligence described in opening a corporate account as a non-resident. And it does not eliminate exposure for the nominee themselves, who remains formally and legally the manager on record for whatever the company does, whatever the private indemnity agreement says between the two of you.

When your actual need points somewhere other than Bulgaria

If what you want is privacy from casual public lookup, a nominee arrangement within a Bulgarian company can genuinely do that. If what you actually want is to avoid beneficial-ownership disclosure to authorities altogether, that isn't something Bulgaria — or any compliant EU jurisdiction, given the shared EU AML framework — can offer, and it's not something Bulsmetka would set up. It's worth being honest about which of the two you actually need before choosing a structure, rather than assuming a nominee solves a problem it doesn't. If you're unsure which applies to your situation, talk to us before registering anything.

Frequently asked questions

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