Ordinance No. 22 of 29.07.2005 on the Conditions and Procedure for Registration and Deregistration of Public Companies, Other Securities Issuers and Securities Issues in the Register of the Financial Supervision Commission

ORDINANCE No. 22 of 29.07.2005 on the Conditions and Procedure for Registration and Deregistration of Public Companies, Other Securities Issuers and Securities Issues in the Register of the Financial Supervision Commission

Pub. - State Gazette, No. 66 of 12.08.2005; amended and supplemented, No. 37 of 08.04.2008; amended and supplemented, No. 2 of 04.01.2019; amended, No. 65 of 08.08.2025, effective from 08.08.2025.

Adopted by Decision No. 39-N of 29.07.2005 of the Financial Supervision Commission

Chapter One GENERAL PROVISIONS

Art. 1. (Suppl. - SG, No. 2 of 2019.) This Ordinance regulates the conditions and procedure for the registration and deregistration of public companies, other securities issuers and securities issues in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission (LFSC), hereinafter referred to as "the register", which is maintained by the Financial Supervision Commission, hereinafter referred to as "the Commission".

Chapter Two CONDITIONS FOR REGISTRATION OF PUBLIC COMPANIES, OTHER SECURITIES ISSUERS AND SECURITIES ISSUES IN THE REGISTER

Section I Conditions for Registration of a Securities Issuer in the Register

Art. 2. (Amended and supplemented - SG, No. 37 of 2008.) (1) Any person meeting one of the following conditions shall be registered in the register as a securities issuer:

1. (Amended - SG, No. 37 of 2008.) has a prospectus confirmed by the Commission for the public offer of securities, including in the cases under Art. 79a of the Law on the Public Offering of Securities (LPOCS);
2. (Amended and supplemented - SG, No. 37 of 2008.) has a prospectus confirmed by the Commission for the admission of securities to trading on a regulated market;
3. (New - SG, No. 37 of 2008.) has a prospectus confirmed by a competent authority of a Member State for the public offer or admission to trading on a regulated market of securities in the country and the requirements of Art. 92g LPOCS are met;
4. (Previous item 3, amended - SG, No. 37 of 2008.) has a prospectus recognized by the Commission for the public offer or admission to trading on a regulated market of securities in accordance with Art. 141, para. 3 LPOCS;
5. (Previous item 4, amended - SG, No. 37 of 2008.) is not obliged to submit a prospectus for the public offer or admission to trading on a regulated market of securities in the cases under Art. 79 LPOCS, if the other requirements of the law are fulfilled;

(2) (Amended - SG, No. 37 of 2008.) In cases of public offer of already issued securities and admission of securities to trading on a regulated market, the person referred to in para. 1 shall be registered in the register as an issuer if the securities issued by it meet the requirements under Art. 6, para. 1, provided that these securities are not shares.

Art. 3. (1) A joint-stock company registered under the conditions and procedure of this Ordinance in the register as a public company shall not be registered as an issuer. (2) A joint-stock company subject to deregistration from the register as a public company shall be registered as an issuer if it meets the conditions under Art. 2, unless there are grounds under Art. 17 for its deregistration as an issuer. (3) In the event that the shares subject to the initial public offering will be recorded at the founding assembly of a joint-stock company, it shall be registered in the register as an issuer in the process of establishment.

Section II Conditions for Registration of a Public Company in the Register

Art. 4. (Amended and supplemented - SG, No. 37 of 2008.) (1) (Amended and supplemented - SG, No. 37 of 2008.) The following shall be registered in the register as a public company:

1. (Amended - SG, No. 37 of 2008.) any issuer of shares under Art. 2, para. 1, items 1, 4 and 5, which has become a public company on the basis of Art. 110, para. 3 LPOCS due to registration in the Commercial Register of its establishment, respectively its capital increase;
2. (Amended - SG, No. 37 of 2008.) any joint-stock company, including when registered in the register as an issuer, if the issue of shares subject to public offer or admission to trading on a regulated market meets the requirements under Art. 6, para. 1;
3. (Amended - SG, No. 37 of 2008.) any joint-stock company, including when registered in the register as an issuer, if it has become a public company on the basis of Art. 110, para. 1, item 3 LPOCS, when it has more than 10,000 shareholders on the last day of two consecutive calendar years, provided that its issue of shares meets the requirements under Art. 6, para. 1.

(2) The following shall also be registered in the register as a public company: any newly established and acquiring company or companies that have become public on the basis of Art. 122, para. 1 LPOCS as a result of a transformation in which a public company participates.

Section III Conditions for Registration of a Securities Issue in the Register

Art. 5. Securities issues intended for initial public offering shall be registered in the register if one of the conditions under Art. 2, para. 1, items 1, 3-5 is met for them.

Art. 6. (Amended in full - SG, No. 37 of 2008; amended, No. 2 of 2019.) (1) Securities issues shall be registered in the register for trading on regulated markets, provided that:

1. a decision has been taken by the competent body of the person who issued the securities for their trading on a regulated market;
2. the securities are dematerialized and freely transferable;
3. one of the conditions under Art. 2, para. 1, items 2-5 is met for the securities issue;
4. the nominal value of the securities is fully paid up;
5. other legal requirements are not violated.

(2) (Amended - SG, No. 2 of 2019.) A securities issue whose initial public offering has been successfully completed shall be registered in the register for trading on regulated markets if the conditions under para. 1, items 4 and 5 are met. When the securities issue is issued by an issuer from a Member State, it shall be registered in the register for trading on a regulated market if the conditions under para. 1, items 4 and 5 are met. (3) In cases of public offer of issued securities, the issue shall be registered in the register if it meets the respective conditions under para. 1.

Chapter Three PROCEDURE FOR REGISTRATION OF PUBLIC COMPANIES, OTHER SECURITIES ISSUERS AND SECURITIES ISSUES IN THE REGISTER

Section I Procedure for Registration of an Issuer in the Register

Art. 7. (Amended and supplemented - SG, No. 37 of 2008; supplemented, No. 2 of 2019.) (1) (Amended - SG, No. 37 of 2008; supplemented, No. 2 of 2019.) Registration of an issuer in the register in the cases under Art. 2, para. 1, items 1-4 shall be carried out on the initiative of the Commission upon proposal of the Vice-Chairman, heading the "Supervision of Investment Activity" Directorate, hereinafter referred to as "the Vice-Chairman". (2) (Amended - SG, No. 37 of 2008; supplemented, No. 2 of 2019.) The Commission upon proposal of the Vice-Chairman shall register the issuer in the register simultaneously with the decision to confirm or recognize the prospectus. (3) (New - SG, No. 37 of 2008; supplemented, No. 2 of 2019.) In the case under Art. 2, para. 1, item 3, the Commission upon proposal of the Vice-Chairman shall register the issuer in the register immediately after receiving the documents under Art. 92g LPOCS from the competent authority of the sending country. (4) (Previous para. 3 - SG, No. 37 of 2008.) The Commission shall notify the person referred to in para. 1 in writing of the registration in the register within 7 days from the decision on registration, and in the case under Art. 2, para. 1, item 3 - immediately after the decision on registration.

Art. 8. (Amended and supplemented - SG, No. 37 of 2008; amended and supplemented, No. 2 of 2019; amended, No. 65 of 2025, effective from 08.08.2025.) (1) (Amended and supplemented - SG, No. 37 of 2008.) In the cases under Art. 2, para. 1, item 5, when it is not mandatory to submit a prospectus, the registration of an issuer in the register shall be carried out on the initiative of the company that issued or has issued the securities, the offeror of the securities, or the person who wishes to have the securities admitted to trading on regulated markets, on which it is not an issuer. The person submits an application for registration of the company that issued or has issued the securities as an issuer within 7 days from the day on which the decision to carry out the public offer or admission to trading on a regulated market of the securities issue was taken by the competent body of the company according to its organizational documents. The following documents shall be attached to the application:

1. (supplemented - SG, No. 2 of 2019.) data and documents for the company, as follows: a) (repealed - SG, No. 37 of 2008) b) (supplemented - SG, No. 37 of 2008; repealed, No. 2 of 2019) ; c) (supplemented - SG, No. 37 of 2008; amended, No. 2 of 2019.) certified copy of the current articles of association as of the date of the decision of the competent body according to the organizational documents for carrying out the public offer or admission to trading on a regulated market; d) (repealed - SG, No. 2 of 2019) ; e) (amended - SG, No. 2 of 2019.) annual financial statements for the last 3 years with content in accordance with Art. 29 of the Accounting Law, the latest interim financial statement, as well as consolidated financial statements, if such are prepared by the company; f) (amended - SG, No. 37 of 2008; repealed and new, No. 2 of 2019; amended, No. 65 of 2025, effective from 08.08.2025.) document for paid fee for registration of an issuer in accordance with Ordinance No. 76 of 12.06.2025 on the fees collected by the Financial Supervision Commission (SG, No. 51 of 2025); g) (new - SG, No. 2 of 2019.) the decision of the competent body according to the organizational documents for carrying out the public offer or admission to trading on a regulated market; h) (new - SG, No. 2 of 2019.) data on the place, address, including electronic address and telephone, where additional information on the issuer and the issue can be obtained;

2. documents regarding the securities issue, as follows: a) (supplemented - SG, No. 37 of 2008.) decision on public offer or admission to trading on a regulated market of the securities issue by the competent body of the company according to its organizational documents, containing at least: aa) size of the securities issue; bb) type, class, number, nominal and issue value of the securities and rights thereunder; cc) collateral and subordination of debt securities; dd) indication of the legal basis under Art. 79 LPOCS for carrying out the public offer; b) (amended - SG, No. 37 of 2008.) in the case of public offer of already issued securities and admission to trading on a regulated market, the following documents shall also be attached: aa) (supplemented - SG, No. 2 of 2019.) certificate from the Central Depository or another depository institution for registration of the issue; bb) extract from the company's accounting documents or another document certifying the full payment of the issue value of the securities;

3. (new - SG, No. 37 of 2008; amended, No. 2 of 2019.) in the cases of public offer or admission to trading on a regulated market under Art. 79, para. 4, items 2 and 3 and para. 5, items 3 and 4 LPOCS and a document containing information equivalent to the information in the prospectus;

4. (new - SG, No. 37 of 2008; amended, No. 2 of 2019.) in the cases of public offer or admission to trading on a regulated market under Art. 79, para. 4, items 4-6 and para. 5, items 5 and 6 LPOCS and a document containing at least the following information: a) (supplemented - SG, No. 2 of 2019.) data on the issuer (company name, EIK, seat and management address); b) the grounds and reasons for carrying out the public offer or admission of the securities to trading on a regulated market; c) data on the offer, including the essential conditions and deadlines of the offer or admission to trading on a regulated market, including: aa) the persons to whom the offer relates; bb) the duration of the offer; cc) minimum and maximum number of securities that can be subscribed, respectively purchased, by one person; dd) information on the place where data on the price of the securities can be obtained, in cases where it is not determined; ee) type of offer (subscription or sale); ff) conditions under which the securities will be issued or admitted to trading on a regulated market; gg) price of the securities, if applicable; d) number and type of securities, including description of the rights under the securities and the manner of their exercise; e) the conditions, procedure and deadline for obtaining the subscribed, respectively purchased, securities;

5. (previous item 3 - SG, No. 37 of 2008; repealed, No. 2 of 2019.) .

(2) In the event that the company has not been obliged to prepare 3-year financial statements, it shall submit to the Commission the financial statements for which such an obligation has arisen. If the company's statements are subject to audit, the audit reports shall be attached to the audited financial statements. (3) (Amended - SG, No. 2 of 2019.) Based on the submitted documents, the Commission establishes the extent to which the requirements for registration in the register are met. If the submitted data and documents are incomplete or irregular or if additional information or evidence for the accuracy of the data is needed, the Commission sends a message and sets a deadline for eliminating the established incompleteness and discrepancies or for providing the requested additional information and documents, which deadline cannot be longer than one month. (4) If the message under para. 3 is not accepted at the address for correspondence indicated by the applicant, the period runs from the placement of the message in a specially designated place in the Commission's building. The latter fact is certified by a protocol drawn up by officials designated by order of the Chairman of the Commission. (5) (Amended - SG, No. 2 of 2019.) The Commission upon proposal of the Vice-Chairman shall rule on the submitted application within a period of up to one month from receipt of the application, and when additional information and documents have been requested - within 10 working days from their receipt, respectively from the expiration of the deadline under para. 3. (6) The Commission shall notify the person referred to in para. 1 in writing of the registration in the register within 7 days from the decision on registration.

Section II Procedure for Registration of a Public Company in the Register

Art. 9. (Amended - SG, No. 37 of 2008; amended and supplemented, No. 2 of 2019.) (1) (Amended - SG, No. 37 of 2008.) An issuer of shares under Art. 2, para. 1, items 1, 4 or 5, which has become a public company on the basis of Art. 110, para. 3 LPOCS due to its registration in the Commercial Register, respectively its capital increase, shall be registered in the register as a public company on its own initiative. (2) (Amended - SG, No. 2 of 2019.) The person referred to in para. 1 shall submit to the Commission an application for registration as a public company within 7 days from registration in the Commercial Register. The documents under Art. 8, para. 1, items 1, letters "c", "g" and "h" shall be attached to the application for the newly established joint-stock company. (3) (Amended - SG, No. 37 of 2008; amended and supplemented, No. 2 of 2019.) The Commission upon proposal of the Vice-Chairman shall rule on the application within a period of up to 5 working days from its receipt, and when additional information and documents have been requested - within 5 working days from their receipt or from the expiration of the deadline set for their submission. Art. 8, para. 3-6 shall apply correspondingly.

Art. 10. (Amended - SG, No. 37 of 2008; amended and supplemented, No. 2 of 2019.) (1) (Amended - SG, No. 37 of 2008; supplemented, No. 2 of 2019.) Registration of a joint-stock company as a public company in the cases of public offer of issued securities or admission to trading on a regulated market under Art. 2, para. 1, items 1, 2 and 4 shall be carried out on the initiative of the Commission upon proposal of the Vice-Chairman. (2) (Amended - SG, No. 37 of 2008; amended and supplemented, No. 2 of 2019.) The Commission upon proposal of the Vice-Chairman shall register the public company in the register simultaneously with the decision to confirm or recognize the prospectus.

Art. 11. (Amended and supplemented - SG, No. 37 of 2008; amended, No. 2 of 2019.) (1) (Amended - SG, No. 37 of 2008.) Registration of a public company in the register in the cases of public offer of issued securities or admission to trading on a regulated market under Art. 2, para. 1, item 5 shall be carried out in accordance with Art. 8. (2) (Supplemented - SG, No. 37 of 2008; amended, No. 2 of 2019.) In the cases under Art. 4, para. 1, item 3, the company is obliged to submit to the Commission an application for confirmation of the prospectus under the conditions and procedure of Chapter Four of Ordinance No. 2 of 2003 on prospectuses in public offering and admission to trading on a regulated market of securities and for disclosure of information (SG, No. 90 of 2003) within a 6-month period from the occurrence of the circumstance under Art. 4, para. 1, item 3. Art. 10 shall apply correspondingly.

Section III Procedure for Registration of a Securities Issue in the Register

Art. 12. (Amended and supplemented - SG, No. 37 of 2008; amended and supplemented, No. 2 of 2019.) (1) (Supplemented - SG, No. 37 of 2008.) Registration of a securities issue in the register shall be carried out simultaneously with the registration of the issuer, respectively the public company. (2) (Amended - SG, No. 37 of 2008; amended and supplemented, No. 2 of 2019.) A subsequent securities issue shall be registered in the register on the initiative of the Commission upon proposal of the Vice-Chairman simultaneously with the Commission's decision to confirm or recognize the prospectus, respectively after receiving the documents under Art. 92g LPOCS from the competent authority of the sending country. (3) Registration of a subsequent securities issue in the cases under Art. 2, para. 1, item 4 shall be carried out in accordance with Art. 8. (4) Upon registration of a securities issue subject to initial public offering, the register shall indicate that the securities are in the process of issuance. (5) (Amended - SG, No. 37 of 2008; amended, No. 2 of 2019.) Securities issues whose initial public offering has been successfully completed shall be registered in the register for trading on a regulated market on the initiative of the public company, respectively the issuer of the securities, or the person who wishes to have the securities admitted to trading on a regulated market. The Commission upon proposal of the Vice-Chairman shall take a decision on the registration of the issue within 2 working days from the submission of the following documents:

1. certificate for registration of the securities issue issued by the Central Depository or another depository institution that maintains the register of securities;
2. document from the bank where the subscription account for the issue is opened, certifying the full payment of the issue value of the shares.

(6) (New - SG, No. 37 of 2008; repealed, No. 2 of 2019.) . (7) (New - SG, No. 2 of 2019.) Securities issues issued as a result of increasing the capital of a public company with its own funds or in the cases under Art. 112, para. 3 LPOCS shall be registered in the register for trading on a regulated market on the initiative of the public company. The Commission upon proposal of the Vice-Chairman shall take a decision on the registration of the issue within 2 working days from the submission of the following documents:

1. the decision of the competent body of the company according to its organizational document for registration of the issue for trading on regulated markets, containing at least data on the size of the issue, the type, class, number, nominal value of the securities and rights thereunder, and in the cases under Art. 112, para. 3 LPOCS data on the issue value of the shares;
2. certificate for registration of the securities issue issued by the Central Depository or another depository institution that maintains the register of securities;
3. accounting balance sheet reflecting the increase in the capital of the public company, and/or another accounting document proving the accounting of the capital increase; in the cases under Art. 112, para. 3 LPOCS, a document from the bank where the subscription account for the issue is opened, certifying the full payment of the issue value of the shares, shall be submitted.

Art. 13. (Amended and supplemented - SG, No. 37 of 2008; repealed, No. 2 of 2019.) .

Art. 14. (Supplemented - SG, No. 37 of 2008.) (1) Subsequent share issues shall be registered in the register under the account of the public company. (2) (Supplemented - SG, No. 37 of 2008.) Subsequent securities issues, other than shares, which are publicly offered or for which admission to trading on a regulated market is requested, shall be registered in the register under the account of the respective public company or issuer.

Section IV Procedure for Registration of Public Companies, Issuers and Securities Issues in Special Circumstances

Art. 15. (Amended - SG, No. 37 of 2008; amended and supplemented, No. 2 of 2019.) (1) Any newly established or acquiring company under Art. 4, para. 2 shall submit an application to the Commission for registration in the register within 7 days from the registration of the transformation in the Commercial Register. (2) The following shall be attached to the application:

1. (amended - SG, No. 37 of 2008; repealed, No. 2 of 2019) ;
2. (amended - SG, No. 2 of 2019.) certificate from the Central Depository or another depository institution that maintains the register of securities, for registration of the share issues and their distribution to accounts or for the transfer of shares;
3. the documents under Art. 8, para. 1, items 1 and 3 for a newly established or acquiring company, unless the acquiring company is already registered in the Commission's register.

(3) (Amended - SG, No. 37 of 2008; amended, No. 2 of 2019.) The Commission upon proposal of the Vice-Chairman shall rule on the application within 5 working days from its receipt, and in cases where additional information or documents are required - within a period of up to 5 working days from their receipt or from the expiration of the deadline set for their submission. Art. 8, para. 3-6 shall apply correspondingly.

Art. 16. (Amended and supplemented - SG, No. 37 of 2008; amended and supplemented, No. 2 of 2019.) (1) (Amended - SG, No. 37 of 2008.) In the case of public offer of securities under the conditions of Art. 79a LPOCS, the issuer or the offeror shall submit an application for registration in the register of securities issues of one class, issued during the respective calendar year, simultaneously with the application for confirmation of the prospectus. (2) The following documents regarding all securities issues issued under the conditions of para. 1 shall be attached to the application under para. 1:

1. decision of the competent body of the company according to its organizational document for registration of the issues, containing at least data on the size of each issue, number, nominal and issue value, type, class of securities and rights thereunder, including collateral and subordination of debt securities;
2. extract from the company's accounting documents or another document certifying the full payment of the issue value of the securities from each issue;
3. (new - SG, No. 37 of 2008; amended, No. 2 of 2019.) certificate from the Central Depository or another depository institution that maintains the register of securities, for registration of the securities issues;
4. (previous item 3 - SG, No. 37 of 2008; repealed, No. 2 of 2019.) .
5. (new - SG, No. 2 of 2019.) data on the place, address, including electronic address and telephone, where additional information on the issuer and the issues can be obtained.

(3) (Amended - SG, No. 37 of 2008; amended and supplemented, No. 2 of 2019.) The Commission upon proposal of the Vice-Chairman shall take a decision on the registration of the issues simultaneously with the decision to confirm the prospectus.

Chapter Four CONDITIONS FOR DEREGISTRATION OF PUBLIC COMPANIES, OTHER SECURITIES ISSUERS AND SECURITIES ISSUES FROM THE REGISTER

Section I Conditions for Deregistration of a Securities Issuer from the Register

Art. 17. (Amended and supplemented - SG, No. 2 of 2019.) (1) A securities issuer registered in the register shall be deregistered from it if one of the following conditions is met:

1. the securities issue has been deregistered from the register in the cases under Art. 19 and the issuer has no other securities issue registered;
2. (amended - SG, No. 2 of 2019.) the issuer has been deleted from the Commercial Register due to the completion of liquidation proceedings or transformation.
3. (new - SG, No. 2 of 2019.) the issuer has been declared insolvent.

(2) (Amended and supplemented - SG, No. 2 of 2019.) In the cases under para. 1, items 1 and 3, the person ceases to be an issuer from the Commission's decision on its deregistration from the register, and in the cases under para. 1