Decree No. 11 of 03.12.2003 on Licenses for Regulated Markets, Market Operators, Investment Intermediaries, and Related Financial Entities

DECREE NO. 11 OF 03.12.2003 ON THE LICENSES FOR CARRYING OUT ACTIVITIES AS A REGULATED MARKET, MARKET OPERATOR, FOR ORGANIZING A MULTILATERAL TRADING FACILITY OR ORGANISED TRADING FACILITY, FOR CARRYING OUT ACTIVITIES AS AN INVESTMENT INTERMEDIARY, INVESTMENT COMPANY, MANAGEMENT COMPANY, SPECIAL PURPOSE INVESTMENT COMPANY, NATIONAL INVESTMENT FUND, PERSON MANAGING AN ALTERNATIVE INVESTMENT FUND, AND PROVIDER OF CROWDFUNDING SERVICES

(Title amended - State Gazette, No. 84 of 2005; amended, No. 53 of 2015; amended, No. 8 of 2021; amended, No. 47 of 2022; amended, No. 10 of 2025)

Published - State Gazette, No. 109 of 16.12.2003; amended and supplemented, No. 84 of 21.10.2005; amended, No. 104 of 27.12.2005; amended and supplemented, No. 101 of 15.12.2006, in force from 01.01.2007; No. 83 of 16.10.2007, in force from 01.11.2007; amended and supplemented, No. 28 of 14.04.2009; amended and supplemented, No. 53 of 14.07.2015; amended, No. 63 of 12.08.2016; amended and supplemented, No. 8 of 29.01.2021; amended and supplemented, No. 47 of 24.06.2022; amended, No. 67 of 19.08.2022; amended and supplemented, No. 10 of 04.02.2025; amended, No. 65 of 08.08.2025, in force from 08.08.2025.

Adopted by Decision No. 11-N of 3.12.2003 of the Financial Supervision Commission

Chapter One GENERAL PROVISIONS

Art. 1. (Amended - State Gazette, No. 84 of 2005; supplemented, No. 101 of 2006, in force from 01.01.2007; amended, No. 83 of 2007, in force from 01.11.2007; amended, No. 28 of 2009; fully amended, No. 53 of 2015; amended, No. 8 of 2021; amended, No. 47 of 2022; amended, No. 10 of 2025.) This Decree regulates the conditions and procedures for issuing licenses for carrying out activities as a regulated market, market operator, for organizing a multilateral trading facility (MTF) and an organised trading facility (OTF), for carrying out activities as an investment intermediary, special purpose investment company, investment company, management company, national investment company, person managing an alternative investment fund, and provider of crowdfunding services, for issuing permits for organizing and managing a contractual fund and a national contractual fund, for registering a person managing an alternative investment fund by the Financial Supervision Commission ("the Commission") and for the approvals, permits, registrations and consideration of notifications issued by it, respectively by the Vice-Chairman, heading "Supervision of Investment Activities" of the Commission ("Vice-Chairman"), for which no explicit conditions and procedures are provided in another normative act.

Art. 2. (Amended - State Gazette, No. 84 of 2005; repealed, No. 8 of 2021.)

Chapter Two CONDITIONS FOR ISSUING A LICENSE

(Title amended - State Gazette, No. 84 of 2005)

Art. 3. (Amended - State Gazette, No. 84 of 2005; amended, No. 83 of 2007, in force from 01.11.20078; amended, No. 8 of 2021.) To carry out activities as a regulated market, the market operator must be established as a joint-stock company and at the time of issuing the license must have paid-in capital in accordance with Art. 156, para. 1 of the Financial Instruments Market Act (FIMA).

Art. 4. (Amended - State Gazette, No. 84 of 2005; repealed, No. 83 of 2007, in force from 01.11.2007.)

Art. 5. (Amended - State Gazette, No. 101 of 2006, in force from 01.01.2007; amended, No. 83 of 2007, in force from 01.11.2007; amended, No. 53 of 2015; amended, No. 8 of 2021; supplemented, No. 10 of 2025.) (1) (Amended - State Gazette, No. 84 of 2005; amended, No. 83 of 2007, in force from 01.11.2007; amended, No. 8 of 2021.) A person who will provide services and activities under Art. 6, para. 2 and 3 of FIMA must:

1. be established as a joint-stock company or as a limited liability company; and
2. (amended - State Gazette, No. 84 of 2005; amended, No. 83 of 2007, in force from 01.11.2007; amended, No. 53 of 2015; supplemented, No. 10 of 2025.) at the time of issuing the license, meet the requirements of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment intermediaries and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014 (OJ, L 314/1 of 5 December 2019) (Regulation (EU) 2019/2033), respectively Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ, L 176/1 of 27 June 2013) (Regulation (EU) No 575/2013). (2) (Amended - State Gazette, No. 84 of 2005; amended, No. 101 of 2006, in force from 01.01.2007; amended, No. 83 of 2007, in force from 01.11.2007; amended, No. 8 of 2021.) The Commission may issue a license for carrying out services and activities under Art. 6, para. 2 and 3 of FIMA on the territory of the Republic of Bulgaria through a branch of an investment intermediary from a third country, which meets the conditions under Art. 49, para. 2 of FIMA.

Art. 6. (Amended - State Gazette, No. 84 of 2005; amended, No. 53 of 2015; amended, No. 8 of 2021.) (1) (Amended - State Gazette, No. 8 of 2021.) A person who will carry out activities as a closed-type national investment company must be established as a joint-stock company and at the time of issuing the license must have paid-in capital in accordance with Art. 174, para. 1 of the Law on Collective Investment Schemes and Other Collective Investment Undertakings (CISCUA). (2) A person who will carry out activities as an open-type national investment company must be established as a joint-stock company and at the time of issuing the license must have paid-in capital in accordance with Art. 174, para. 2 of CISCUA.

Art. 6a. (New - State Gazette, No. 53 of 2015.) (1) The alternative investment fund under Art. 195, para. 2, item 2 of CISCUA must be established as a joint-stock company and at the time of issuing the license must have paid-in capital in accordance with Art. 199, para. 1 of CISCUA. (2) A person who manages alternative investment funds in accordance with Art. 195, para. 2, item 1 of CISCUA must be established as a joint-stock company and at the time of issuing the license must have paid-in capital in accordance with Art. 199, para. 2 of CISCUA.

Art. 7. (Amended - State Gazette, No. 101 of 2006, in force from 01.01.2007; amended, No. 83 of 2007, in force from 01.11.2007; amended and supplemented, No. 53 of 2015.) (1) (Amended - State Gazette, No. 84 of 2005; amended, No. 53 of 2015.) A person who will carry out activities as a management company must be established as a joint-stock company and at the time of issuing the license must have paid-in capital in accordance with Art. 90 of CISCUA. (2) (Amended - State Gazette, No. 84 of 2005; ; amended, No. 101 of 2006, in force from 01.01.2007; amended, No. 83 of 2007, in force from 01.11.2007; amended, No. 53 of 2015.) The Commission may issue a license for carrying out activities as a management company on the territory of the Republic of Bulgaria through a branch of a legal entity from a third country, which meets the conditions under Art. 88 of CISCUA.

(3) (New - State Gazette, No. 53 of 2015.) A person who will carry out activities as an investment company must be established as a joint-stock company and at the time of issuing the license must have paid-in capital in accordance with Art. 7, para. 1 of CISCUA.

Art. 8. (Amended - State Gazette, No. 8 of 2021; amended, No. 47 of 2022.) A person who will carry out activities as a special purpose investment company must be established as a joint-stock company and at the time of submitting the application for issuing a license must meet the requirements of Art. 6, para. 1 of the Law on Special Purpose Investment Companies and Securitisation Companies (SPICSC).

Chapter Three PROCEDURES REGARDING LICENSES, PERMITS, APPROVALS, NOTIFICATIONS AND REGISTRATION IN THE COMMISSION'S REGISTERS

(Title amended - State Gazette, No. 8 of 2021)

Section I Submission of Applications for Issuance of Licenses, Permits and Approvals, Submission of Notifications and Requests for Registration in the Register

(Title amended - State Gazette, No. 8 of 2021)

Art. 9. (Amended - State Gazette, No. 84 of 2005; supplemented, No. 101 of 2006, in force from 01.01.2007; amended, No. 83 of 2007, in force from 01.11.2007; amended, No. 28 of 2009; fully amended, No. 53 of 2015; amended, No. 8 of 2021; amended, No. 47 of 2022; supplemented, No. 10 of 2025.) (1) Applications and notifications under this Decree are submitted in a form and format established by the respective applicable regulation or approved by the Commission, respectively the Vice-Chairman. Applications and notifications may be submitted in free form in compliance with the requirements of para. 2, if a regulation of the European Union (EU) does not provide a form for their submission. (2) (Amended - State Gazette, No. 47 of 2022; supplemented, No. 10 of 2025.) The applications and notifications under para. 1 are submitted in person at the Commission's building or electronically - through the Unified Information System (UIS) or by email to the Commission, and must contain for a legal entity - the name, seat and management address, EIK (Unified Identification Code), correspondence address, telephone and email address for contact, and for a natural person - the names, personal identification number (EGN), registered address, correspondence address, if different from the registered address, telephone and email address for contact, respectively analogous data for foreign persons, an exhaustive indication of the activities (transactions) that the applicant intends to carry out, respectively the requested permit, approval or nature of the notification and the signature of the person(s) with representative authority, or of the natural person applicant.

Art. 10. (Amended - State Gazette, No. 84 of 2005; amended and supplemented, No. 83 of 2007, in force from 01.11.2007; fully amended, No. 53 of 2015; amended and supplemented, No. 8 of 2021; amended, No. 47 of 2022; amended, No. 67 of 2022; amended, No. 10 of 2025; amended, No. 65 of 2025, in force from 08.08.2025.) For issuing a license for carrying out activities as a regulated market, the following are attached to the application under Art. 160, para. 1 of FIMA:

1. (amended - State Gazette, No. 8 of 2021.) draft articles of association to be applicable after the license is issued to the company;
2. (amended - State Gazette, No. 8 of 2021.) data on the paid-in capital and evidence regarding the sources of capital: a) detailed data on the use of private financial resources, including origin and availability of these funds; b) all agreements and contracts regarding the raised capital; c) a banking document certifying: aa) the amount of paid-in capital, but not less than 25 percent of the subscribed capital; bb) the contributions made by the persons who subscribed for shares; cc) the movement of funds from the accounts of persons holding participation to the applicant company, respectively the turnover on the accounts from which the money for the contributions was transferred, for a period of time appropriate for establishing their origin;
3. documents for the legal entities that subscribed for shares, including: a) a current certificate of registration in the respective register, if the company is not registered in the Republic of Bulgaria, or provision of information for secured internet access to this register; b) a certified copy of the decision of the competent body according to the constituent documents to participate in the establishment of the market operator;
4. (amended - State Gazette, No. 47 of 2022.) documents for the natural persons who subscribed for shares, including names, EGN and registered address, respectively analogous data for foreign persons;
5. data on the persons with whom a person who subscribed for shares is a related party, and on the relationships of relatedness;
6. EGN and registered address of the natural persons elected as members of the board of directors, the management board and the supervisory board of the market operator, respectively analogous data for foreign persons;
7. (amended - State Gazette, No. 10 of 2025.) data on the name, seat, management address and unified identification code of the legal entities elected as members of the board of directors, the management board and the supervisory board of the market operator, respectively analogous data for foreign persons;
8. EGN and registered address of the natural persons who represent the legal entities - members of the board of directors, the management board and the supervisory board of the market operator, respectively analogous data for foreign persons;
9. (amended - State Gazette, No. 67 of 2022.) EGN and registered address of all other persons who manage the activities of the market operator, respectively analogous data for foreign persons;
10. the rules of operation of the regulated market;
11. a program for the activities of the regulated market, which contains: a) (supplemented - State Gazette, No. 8 of 2021.) the types of activities that the regulated market will carry out, including a program for initial operations during the next 3 years; b) (supplemented - State Gazette, No. 8 of 2021.) the organizational structure of the regulated market and a description of the resources (in particular human and technical resources) allocated to the different planned activities; c) information on whether the conclusion of agreements on the territory of another Member State is planned to facilitate access to the trading systems of the regulated market; d) (new - State Gazette, No. 8 of 2021.) a list of the functions, services or activities entrusted to external contractors, respectively those intended to be entrusted to external contractors, and a list of concluded or planned contracts with external suppliers, as well as the resources (in particular, human and technical, as well as the internal control system) that are under the control of the functions, services or activities entrusted to external contractors; e) (new - State Gazette, No. 8 of 2021.) information on the clearing and/or settlement systems to which it intends to apply for access with a view to planned activities during the next 3 years;
12. (supplemented - State Gazette, No. 8 of 2021.) data on the premises and technical equipment of the regulated market, on material, technical and software support necessary for carrying out the activity and guaranteeing its continuity, including a technical description of the electronic trading system and documents certifying these circumstances;
13. a declaration of compliance of the electronic trading system with the requirements of FIMA, the implementing acts thereof and applicable regulations, as well as with the applicable guidelines and directions of the European Securities and Markets Authority in relation to the activities of the electronic trading system;
14. a declaration by the management body according to the constituent documents of the applicant that the electronic trading system is fully developed, necessary tests have been carried out and it is ready to perform its functions;
15. (amended - State Gazette, No. 8 of 2021.) if the electronic trading system has not been used at an already functioning regulated market, MTF or OTF, the applicant provides: a) data on who developed the electronic trading system, including the names of the persons involved in its development and documents proving their education, qualification and experience, or data and evidence; b) a declaration of the responsibility undertaken by the persons who developed the electronic trading system for its functioning and maintenance, including timeframes for monitoring and reaction to the elimination of technical faults, and contracts from which the obligations of these persons follow; c) data on the persons who will be responsible for the functioning of the electronic trading system and its maintenance, including timeframes for monitoring and reaction to the elimination of technical faults, and contracts from which the obligations of these persons follow, when they are different from the persons who developed the system; d) a declaration and data on confidentiality between the regulated market and the persons who developed and implemented the electronic trading system, and contracts from which the confidentiality obligations follow; e) copies of the contracts for the development and maintenance of the electronic trading system and annexes thereto;
16. data on the clearing and settlement system, including on its finality, which the regulated market will apply for transactions concluded through its trading systems, including the data and documents under Art. 13v, when this system operates in another Member State;
17. data on the presence of information security systems in connection with carrying out activities as a market operator or regulated market, including data on alternative methods for connection to the main server of the system, which will provide a duplicate platform for trading in case of a technical failure or malfunction of the main trading systems;
18. (amended - State Gazette, No. 8 of 2021.) data on the measures taken to secure the performance of the rules of operation of the regulated market by the market operator, employees, trading participants and to secure internal control for compliance with internal rules and procedures and requirements for the professional qualification and experience of the personnel;
19. (amended - State Gazette, No. 8 of 2021.) data on the procedure for duplication, storage and protection of information regarding the conclusion and registration of any transaction with financial instruments, allowing, if necessary and within reasonable timeframes, to reproduce data on the transaction and the actions of the parties;
20. a description of the measures and procedures adopted by the applicant in accordance with the requirements of FIMA, and the manner in which they ensure compliance with the requirements of the law;
21. (new - State Gazette, No. 8 of 2021.) data and documents certifying that the regulated market, which provides direct electronic access to its trading system, has effective systems, procedures and rules under Art. 175 of FIMA;
22. (new - State Gazette, No. 8 of 2021.) a tariff for the fees of the regulated market for the services provided by it, including information under Art. 4 of Commission Delegated Regulation (EU) 2017/573 of 6 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments with regard to regulatory technical standards on requirements for ensuring fair and non-discriminatory services for shared infrastructure and fair and non-discriminatory fee structures (OJ, L 87/145 of 31 March 2017) (Delegated Regulation (EU) 2017/573);
23. (new - State Gazette, No. 8 of 2021.) information on the intention to provide shared infrastructure services in accordance with Art. 2 of Delegated Regulation (EU) 2017/573;
24. (new - State Gazette, No. 8 of 2021.) a policy on the functions and responsibilities of the management body, respectively the control body, indicating for each position the complete job description and the time expected to be allocated by the future member of the management body, respectively the control body;
25. (new - State Gazette, No. 8 of 2021.) a policy on the induction and training of members of the management body, respectively the control body, and a policy on the appointment of personnel and promotion of diversity;
26. (previous item 21, amended - State Gazette, No. 8 of 2021; amended, No. 65 of 2025, in force from 08.08.2025.) a document certifying the payment of the corresponding fee in accordance with Decree No. 76 of 12.06.2025 on the fees collected by the Financial Supervision Commission (State Gazette, No. 51 of 2025), if the fee was not paid electronically;
27. (previous item 22, amended - State Gazette, No. 8 of 2021; amended, No. 10 of 2025.) a declaration from each company that is a shareholder in the applicant, holding a direct and/or indirect qualifying participation, that it is not a company registered in jurisdictions with a preferential tax regime or controlled by such a person company within the meaning of the Law on Economic and Financial Relations with Companies Registered in Jurisdictions with Preferential Tax Regimes, the controlled persons thereof and their actual owners (LEFRWCRJPTDRK) or data and evidence that it falls under one of the exceptions under Art. 4 of the same law.

Art. 11. (Amended - State Gazette, No. 84 of 2005; amended and supplemented, No. 83 of 2007, in force from 01.11.2007; fully amended, No. 53 of 2015; amended and supplemented, No. 8 of 2021; amended, No. 47 of 2022; amended, No. 67 of 2022; amended and supplemented, No. 10 of 2025.) (1) (Amended - State Gazette, No. 8 of 2021; amended, No. 67 of 2022.) For each of the persons elected as members of the board of directors or of the management and supervisory boards of the market operator, as well as for the persons who manage its activities, the following are attached to the application under Art. 160, para. 1 of FIMA:

1. (amended - State Gazette, No. 8 of 2021; amended, No. 10 of 2025.) a certificate of the presence or absence of data on instituted criminal proceedings and raised charges, issued by the prosecutor's office or the National Investigation Service, and for foreign citizens - an analogous document, as well as a document certifying that the person has not been convicted, and when the respective jurisdiction does not issue such documents, the person declares the presence or absence of the relevant circumstances, as well as explicitly declares that such documents are not issued in the respective jurisdiction;
2. (amended - State Gazette, No. 8 of 2021.) data and documents certifying the qualification and professional experience of the persons: a) a curriculum vitae for each of the persons, indicating the respective education and professional training, professional experience, including the names of all organizations for which the person has worked, and the nature and duration of the functions exercised, in particular for all activities falling within the scope of the desired position; for positions held during the last 10 years, in the description of the respective activities, all powers of the person and the area of operations under their control are specified in detail; b) data on the series and number of the higher education diploma held; for a higher education diploma issued in the Republic of Bulgaria before 1.01.2012, a certified copy thereof is presented; for a diploma not issued by a higher education institution in the Republic of Bulgaria, the number of the certificate of recognition of the acquired higher education, entered in the register for academic recognition, kept by the National Centre for Information and Documentation, is indicated, or a certified copy of the certificate is attached; c) other documents certifying qualification and professional experience in the field of economics, law, finance, banking or informatics;
3. a declaration that they have not been members of a management or control body or unlimitedly liable partners in a company terminated due to insolvency, if creditors remained unsatisfied;
4. a declaration that they are not related parties within the meaning of FIMA;
5. a declaration that they have not been declared insolvent and are not in proceedings for declaration of insolvency;
6. a declaration that they are not deprived of the right to hold a financially responsible position;
7. a declaration whether the person is a member of a management or control body or otherwise participates in the management of another investment intermediary, credit institution, insurer or market operator of another country, as well as data on such participation;
8. (amended - State Gazette, No. 8 of 2021; amended, No. 47 of 2022.) a declaration regarding administrative penalties imposed on the person or on any company, with respect to which the person exercised management or control functions, for violations of FIMA, the Law on Public Offering of Securities (LPOS), the repealed Law on Special Purpose Investment Companies (SPIC), SPICSC, the Law on Implementation of Measures against Market Abuse with Financial Instruments (LIMAMFI), CISCUA, the Law on Credit Institutions (LCI), the Insurance Code (IC), the Social Security Code (SSC) and the implementing acts thereof, the regulations applicable to the activities of the regulated market or the respective legislation of another country;
9. (amended - State Gazette, No. 8 of 2021; amended, No. 47 of 2022.)