2026-06-08
The National Assembly of Bulgaria enacted the Law on the Public Offering of Securities to regulate public offerings, regulated markets, and securities transactions while establishing the Financial Supervision Commission as the competent regulatory authority. The legislation defines securities, mandates the protection of investors, and ensures the stability and transparency of the capital market in alignment with European Union regulations. It further assigns specific supervisory powers to the Commission and its Vice-President regarding crowdfunding services and European green bonds.
Published in State Gazette No. 114 of 30.12.1999, effective from 31.01.2000, amended No. 63 of 1.08.2000, No. 92 of 10.11.2000, effective from 1.01.2001, No. 28 of 19.03.2002, amended and supplemented No. 61 of 21.06.2002, amended No. 93 of 1.10.2002, No. 101 of 29.10.2002, effective from 1.01.2003, No. 8 of 28.01.2003, effective from 01.03.2003, supplemented No. 31 of 4.04.2003, effective from 4.04.2003, amended No. 67 of 29.07.2003, supplemented No. 71 of 12.08.2003, amended No. 37 of 4.05.2004, effective from 4.08.2004, supplemented No. 19 of 1.03.2005, No. 31 of 8.04.2005, effective from 8.10.2005, amended and supplemented No. 39 of 10.05.2005, amended No. 103 of 23.12.2005, effective from 1.01.2006, No. 105 of 29.12.2005, effective from 1.01.2006, No. 30 of 11.04.2006, effective from 12.07.2006, No. 33 of 21.04.2006, amended and supplemented No. 34 of 25.04.2006, effective from 01.01.2008, No. 59 of 21.07.2006, effective from the day of entry into force of the Treaty of Accession of the Republic of Bulgaria to the European Union, No. 63 of 4.08.2006, effective from 4.08.2006; amended No. 84 of 17.10.2006, effective from 01.01.2007; amended and supplemented No. 86 of 24.10.2006, effective from 01.01.2007; amended No. 105 of 22.12.2006; effective from 01.01.2007; amended and supplemented No. 25 of 23.03.2007; amended and supplemented No. 52 of 29.06.2007, effective from 01.11.2007; amended No. 109 of 2007, effective from 01.01.2008; amended No. 67 of 29.07.2008; amended No. 69 of 05.08.2008; amended and supplemented No. 23 of 27.03.2009, effective from 27.03.2009; amended No. 24 of 31.03.2009, effective from 31.03.2009; supplemented No. 42 of 05.06.2009; amended No. 93 of 24.11.2009, effective from 25.12.2009; amended and supplemented No. 43 of 08.06.2010; amended No. 101 of 28.12.2010, effective from 30.06.2011; amended and supplemented No. 57 of 26.07.2011; amended and supplemented No. 77 of 04.10.2011; amended and supplemented No. 21 of 13.03.2012; amended No. 94 of 30.11.2012, effective from 01.01.2013; amended and supplemented No. 103 of 28.12.2012; amended and supplemented No. 109 of 20.12.2013, effective from 20.12.2013; amended and supplemented No. 34 of 12.05.2015; amended No. 61 of 11.08.2015; amended and supplemented No. 62 of 14.08.2015, effective from 14.08.2015; amended No. 95 of 08.12.2015, effective from 01.01.2016; amended No. 102 of 29.12.2015, effective from 01.01.2016; amended No. 33 of 26.04.2016, effective from 26.04.2016; amended and supplemented No. 42 of 03.06.2016; supplemented No. 62 of 09.08.2016, effective from 09.08.2016; amended No. 76 of 30.09.2016, effective from 30.09.2016; amended and supplemented No. 62 of 01.08.2017; supplemented No. 91 of 14.11.2017; amended and supplemented No. 95 of 28.11.2017, effective from 01.01.2018; amended No. 7 of 19.01.2018; amended and supplemented No. 15 of 16.02.2018, effective from 16.02.2018; amended No. 20 of 06.03.2018, effective from 06.03.2018; amended No. 24 of 16.03.2018; supplemented No. 77 of 18.09.2018, effective from 01.01.2019; amended No. 17 of 26.02.2019; amended and supplemented No. 83 of 22.10.2019, effective from 24.04.2020; amended No. 94 of 29.11.2019; amended No. 102 of 31.12.2019; amended and supplemented No. 26 of 22.03.2020; amended No. 28 of 24.03.2020, effective from 13.03.2020; amended No. 34 of 09.04.2020, effective from 09.04.2020; affected by the Supplementary Amendment to the Health Act, No. 44 of 13.05.2020, effective from 14.05.2020; amended and supplemented No. 64 of 18.07.2020, effective from 21.08.2020; amended No. 12 of 12.02.2021, effective from 12.02.2021; amended and supplemented No. 21 of 12.03.2021; amended and supplemented No. 16 of 25.02.2022; amended No. 25 of 29.03.2022, as the amendments by the Supplementary Amendment to the Law on Financial Instruments and the Law on the Capital Market enter into force from 29.03.2022, and the amendments by the Law on the Capital Market enter into force from 08.07.2022; amended and supplemented No. 51 of 01.07.2022; supplemented No. 8 of 25.01.2023; supplemented No. 65 of 28.07.2023; amended No. 84 of 06.10.2023, effective from 06.10.2023; amended No. 70 of 20.08.2024, effective from the date determined in the Decision of the Council of the European Union on the acceptance of the euro by the Republic of Bulgaria, adopted in accordance with Article 140(2) TFEU, and the Regulation of the Council of the European Union, adopted in accordance with Article 140(3) TFEU; amended and supplemented No. 72 of 27.08.2024, effective from 06.07.2024; amended and supplemented No. 54 of 04.07.2025; amended and supplemented No. 67 of 15.08.2025; amended and supplemented No. 99 of 21.11.2025; amended No. 16 of 10.02.2026; amended and supplemented No. 25 of 10.03.2026; amended No. 51 of 05.06.2026, effective from 05.06.2026.
Art. 1. (Amended - State Gazette No. 61 of 2002; amended and supplemented No. 86 of 2006, effective from 01.01.2007; amended No. 52 of 2007, effective from 01.11.2007; amended No. 77 of 2011; supplemented No. 103 of 2012; amended No. 62 of 2017; amended No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; amended and supplemented No. 64 of 2020, effective from 21.08.2020; amended and supplemented No. 51 of 2022.) (1) (Amended - State Gazette No. 52 of 2007, effective from 01.11.2007.) This Law regulates:
(2) (Amended - State Gazette No. 86 of 2006, effective from 01.01.2007.) The purpose of this Law is:
(3) (New - State Gazette No. 86 of 2006, effective from 01.01.2007; amended No. 52 of 2007, effective from 01.11.2007.) This Law does not apply to the issuance, acquisition, repayment and transactions with government securities, the registration and settlement systems for them, the regulation of the government securities market and control over transactions with them, as well as to other financial transactions carried out for the purpose of managing the state debt.
Art. 2. (Amended and supplemented - State Gazette No. 86 of 2006, effective from 01.01.2007; amended No. 52 of 2007, effective from 01.11.2007; supplemented No. 91 of 2017; amended No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) (1) (Amended and supplemented - State Gazette No. 86 of 2006, effective from 01.01.2007; supplemented No. 91 of 2017; amended No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) Securities are transferable rights registered in accounts in the central register of securities, respectively, where applicable, and in a central securities depository, and for government securities and securities issued by the Bulgarian National Bank - registered in accounts at the Bulgarian National Bank or in a sub-depository of government securities, or at foreign institutions carrying out such activities (dematerialized securities), or documents materializing transferable rights (physical securities), which can be traded on the capital market, with the exception of payment instruments, such as:
(2) Debt securities within the meaning of this Law express transferable claims for a predetermined or determinable income against the issuer of the securities, arising from monetary funds or other property rights lent to them. Debt securities may also express other rights, provided this does not contradict the law.
(3) (Amended and supplemented - State Gazette No. 86 of 2006, effective from 01.01.2007.) Equity securities within the meaning of this Law are:
(4) (New - State Gazette No. 86 of 2006, effective from 01.01.2007.) Non-equity securities are all securities that are not equity securities within the meaning of para. 3.
Art. 3. The public offering of:
Art. 4. (Amended - State Gazette No. 86 of 2006, effective from 01.01.2007; amended No. 62 of 2017; amended No. 64 of 2020, effective from 21.08.2020.) (1) (Amended - State Gazette No. 61 of 2002; amended No. 86 of 2006, effective from 01.01.2007; amended No. 62 of 2017; amended No. 64 of 2020, effective from 21.08.2020.) Public offering of securities is a concept within the meaning of Art. 2, letter 'g' of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168/12 of 30 June 2017), hereinafter referred to as "Regulation (EU) 2017/1129".
(2) (Repealed - State Gazette No. 64 of 2020, effective from 21.08.2020).
(3) (Amended - State Gazette No. 86 of 2006, effective from 01.01.2007.) There is no public offering when securities are offered in cases of liquidation, enforcement proceedings or insolvency proceedings in a manner determined by law.
Art. 5. (Amended - State Gazette No. 86 of 2006, effective from 01.01.2007.) (1) (Previous text of Art. 5 - State Gazette No. 61 of 2002.) Initial public offering is an offer under the conditions of Art. 4 of:
(2) (New - State Gazette No. 61 of 2002; repealed No. 86 of 2006, effective from 01.01.2007).
Art. 6. (Amended - State Gazette No. 61 of 2002; supplemented No. 86 of 2006, effective from 01.01.2007; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 7. (Amended - State Gazette No. 86 of 2006, effective from 01.01.2007; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 8. (Amended - State Gazette No. 61 of 2002; amended No. 86 of 2006, effective from 01.01.2007; amended and supplemented No. 64 of 2020, effective from 21.08.2020; amended and supplemented No. 51 of 2022; amended and supplemented No. 67 of 2025; amended No. 99 of 2025.) (1) (Amended - State Gazette No. 8 of 2003; supplemented No. 39 of 2005; amended No. 86 of 2006, effective from 01.01.2007; amended No. 99 of 2025.) The regulation and supervision of persons, activities and transactions under Art. 1, para. 1 are carried out by the Financial Supervision Commission, hereinafter referred to as "the Commission", as well as by the Vice-President heading the "Supervision of Investment Activities" Management, hereinafter referred to as "the Vice-President".
(2) (New - State Gazette No. 64 of 2020, effective from 21.08.2020.) The Commission is the competent authority for the application of Regulation (EU) 2017/1129.
(3) (New - State Gazette No. 51 of 2022.) The Commission is the competent authority within the meaning of Art. 29 of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for enterprises and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937 (OJ L 347/1 of 20 October 2020), hereinafter referred to as "Regulation (EU) 2020/1503", and exercises the powers under Art. 2, paragraphs 2 and 3, Art. 12, paragraphs 5-10, Art. 13, Art. 16, paragraph 2, Art. 17, Art. 23, paragraphs 5 and 14, Art. 28, paragraphs 1-3, 7 and 8, Art. 30, Art. 31, paragraphs 1-7, Art. 32, paragraphs 1-3, Art. 33, 37 and 38 of Regulation (EU) 2020/1503 with regard to crowdfunding services, except for cases that are expressly assigned to the competence of the Bulgarian National Bank under the Credit Institutions Act.
(4) (New - State Gazette No. 51 of 2022; amended No. 99 of 2025.) The Vice-President is the competent authority within the meaning of Art. 29 of Regulation (EU) 2020/1503 and exercises the powers that are not assigned to the exclusive competence of the Commission with regard to the provision of crowdfunding services.
(5) (New - State Gazette No. 51 of 2022; amended No. 99 of 2025.) With regard to the provision of crowdfunding services, notifications and reports under Art. 15, paragraph 3 and Art. 16, paragraph 1 of Regulation (EU) 2020/1503 are made to the Commission.
(6) (New - State Gazette No. 67 of 2025.) The Commission is the competent authority within the meaning of Art. 44, paragraph 1 of Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European green bonds and on the voluntary disclosure of information for bonds offered on the market as environmentally sustainable, and for sustainability-linked bonds (OJ L 2023/2631 of 30 November 2023), hereinafter referred to as "Regulation (EU) 2023/2631", and exercises the powers of the competent authority for compliance by issuers with the requirements under Art. 10-15, 18, 19 and 21 of the same regulation.
(7) (New - State Gazette No. 67 of 2025.) The Vice-President is the competent authority within the meaning of Art. 44, paragraph 2 of Regulation 2023/2631 and exercises the powers of the competent authority for compliance by initiators with the requirements under Art. 10-15, 18 and 19 of the same regulation, except for cases that are expressly assigned to the competence of the Bulgarian National Bank under the Credit Institutions Act.
(8) (Amended - State Gazette No. 39 of 2005; previous para. 2, No. 64 of 2020, effective from 21.08.2020; previous para. 3, No. 51 of 2022; previous para. 6, No. 67 of 2025; amended No. 99 of 2025.) In performing its functions, the Commission adopts clear and consistent decisions, being open and accountable for its actions, assessing the burden of regulatory restrictions and the expected benefit from them, and stimulating fair competition.
Art. 9. (Amended - State Gazette No. 61 of 2002; repealed No. 8 of 2003, effective from 01.03.2003).
Art. 10. (Amended and supplemented - State Gazette No. 61 of 2002; repealed No. 8 of 2003, effective from 01.03.2003).
Art. 11. (Repealed - State Gazette No. 8 of 2003, effective from 01.03.2003).
Art. 12. (Repealed - State Gazette No. 8 of 2003, effective from 01.03.2003).
Art. 13. (Amended and supplemented - State Gazette No. 61 of 2002; repealed No. 8 of 2003, effective from 01.03.2003).
Art. 14. (Repealed - State Gazette No. 8 of 2003, effective from 01.03.2003).
Art. 15. (Amended and supplemented - State Gazette No. 61 of 2002; repealed No. 8 of 2003, effective from 01.03.2003).
Art. 16. (Supplemented - State Gazette No. 61 of 2002; repealed No. 8 of 2003, effective from 01.03.2003).
Art. 16a. (New - State Gazette No. 61 of 2002; repealed No. 8 of 2003, effective from 01.03.2003).
Art. 17. (Amended and supplemented - State Gazette No. 61 of 2002; repealed No. 8 of 2003, effective from 01.03.2003).
Art. 18. (Supplemented - State Gazette No. 61 of 2002; repealed No. 8 of 2003, effective from 01.03.2003).
Art. 19. (Amended and supplemented - State Gazette No. 61 of 2002; repealed No. 8 of 2003, effective from 01.03.2003).
(Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007)
(Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007)
(Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007)
Art. 20. (Amended and supplemented - State Gazette No. 61 of 2002; supplemented No. 71 of 2003; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 21. (Amended - State Gazette No. 86 of 2006; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 22. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 23. (Supplemented - State Gazette No. 86 of 2006, effective from 28.10.2006; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 24. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 25. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 26. (Amended - State Gazette No. 86 of 2006, effective from 01.01.2007; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 27. (Amended - State Gazette No. 86 of 2006, effective from 01.01.2007; repealed No. 52 of 2007, effective from 01.11.2007).
(Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007)
Art. 28. (Amended - State Gazette No. 61 of 2002; amended and supplemented No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 29. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 30. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 31. (Amended - State Gazette No. 39 of 2005, No. 34 of 2006, effective from 01.01.2008; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 32. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 33. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 34. (Amended and supplemented - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 35. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 36. (Amended - State Gazette No. 39 of 2005, amended and supplemented No. 34 of 2006, effective from 01.01.2008; repealed No. 52 of 2007, effective from 01.11.2007).
(Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007)
Art. 37. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 38. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 39. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 40. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 41. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 42. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 43. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
(Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007)
Art. 44. (Amended - State Gazette No. 39 of 2005; amended No. 86 of 2006, effective from 01.01.2007; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 45. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 46. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 47. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 48. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 49. (Amended - State Gazette No. 39 of 2005, No. 34 of 2006, effective from 01.01.2008; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 50. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 51. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 52. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 53. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
(Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007)
Art. 54. (Supplemented - State Gazette No. 61 of 2002; amended No. 39 of 2005, effective from 01.01.2006; No. 59 of 2006; No. 86 of 2006, effective from 01.01.2007; amended No. 25 of 2007; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 55. (Amended - State Gazette No. 39 of 2005, effective from 01.01.2006; amended No. 86 of 2006, effective from 01.01.2007; repealed and supplemented No. 52 of 2007, effective from 01.11.2007).
Art. 56. (Amended and supplemented - State Gazette No. 61 of 2002; No. 39 of 2005, effective from 1.01.2006; amended No. 25 of 2007; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 56a. (New - State Gazette No. 39 of 2005; amended No. 59 of 2006; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 57. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
Art. 58. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 59. (Amended - State Gazette No. 39 of 2005; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 60. (Amended and supplemented - State Gazette No. 39 of 2005; amended No. 25 of 2007; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 61. (Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007).
(Repealed - State Gazette No. 52 of 2007, effective from 01.11.2007)
Art. 62. (Amended and supplemented - State Gazette No. 39 of 2005; supplemented No. 86 of 2006, effective from 01.01.2007, amended and supplemented No. 25 of 2007; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 63. (Amended and supplemented - State Gazette No. 39 of 2005; No. 25 of 2007; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 64. (Amended and supplemented - State Gazette No. 39 of 2005; No. 86 of 2006; No. 25 of 2007; repealed No. 52 of 2007, effective from 01.11.2007).
Art. 65. (Amended - State Gazette No. 39 of 2005, No. 25 of 2007; repealed No. 52 of 2007, effective from 01.11.2007).