Ordinance No. 16 of the BNB of 29 March 2018 on Granting Licenses and Approvals, Entry into the Register under Article 19 of the Law on Payment Services and Payment Systems, and Requirements to the Activity of Operators of Payment Systems with Settlement Finality

Ordinance No. 16 of the BNB

Ordinance No. 16 of the BNB of 29 March 2018 on granting licenses and approvals, on entry into the register under Article 19 of the Law on Payment Services and Payment Systems, and on requirements to the activity of operators of payment systems with settlement finality (Published in the "State Gazette", No. 32 of 13 April 2018; amended and supplemented, No. 21 of 2019; amended and supplemented, No. 38 of 2020; amended and supplemented, No. 23 of 2021; amended and supplemented, No. 91 of 2021; amended and supplemented, No. 83 of 2022; amended and supplemented, No. 47 of 2023; amended and supplemented, No. 47 of 2024; amended and supplemented, No. 88 of 2025.*)

Chapter One
SUBJECT MATTER

Article 1. This Ordinance determines:

1. the conditions and procedure for licensing a payment institution;
2. the conditions and procedure for entry into the register under Article 19 of the Law on Payment Services and Payment Systems of a provider of account information services;
3. the conditions and procedure for licensing an e-money institution;
4. (new – State Gazette, No. 88 of 2025, effective from 1 January 2026) the supervisory powers of the Bulgarian National Bank (hereinafter "BNB") in accordance with the Eurosystem Framework for the supervision of electronic payment instruments, schemes and agreements;
5. (repealed, previous item 4 – State Gazette, No. 88 of 2025, effective from 1 January 2026) the conditions and procedure for licensing and carrying on business as an operator of a payment system with settlement finality;
6. the carrying out of settlement at the Bulgarian National Bank (hereinafter "BNB").
7. (new – State Gazette, No. 88 of 2025) the conditions for the participation of payment institutions and e-money institutions licensed by the BNB in a payment system with settlement finality.

Chapter Two
PAYMENT INSTITUTIONS
Section I
Issuance of a license for a payment institution Application for a license

Article 2. (1) The application for a license to carry on business as a payment institution shall be submitted in writing to the BNB.
(2) The application shall contain the name, seat and management address of the applicant, an exhaustive list of the payment services it intends to carry out, an email address and the website of the applicant, if any, as well as contact details for the documents submitted.

Required documents and information

Article 3. (1) The following documents and information regarding the applicant shall be attached to the application under Article 2:

1. a certified copy of the articles of association or partnership agreement, and for a company in the process of formation, a certified copy of the resolution of the founding assembly for the establishment of the company and the minutes of the meeting for the election of management bodies;
2. documents certifying that the required capital has been paid in accordance with Article 8 of the Law on Payment Services and Payment Systems, corresponding to the types of payment services the applicant intends to carry out; for a company in the process of formation, a certificate from a bank that monetary contributions have been paid into a subscription account, and for non-monetary contributions, documents under Articles 72 and 73 of the Commerce Act;
3. a declaration and documents from shareholders/partners regarding the origin of the funds with which contributions were made for the subscribed shares, respectively shares, or with which they were acquired;
4. a unified identification code;
5. information on whether the applicant has been regulated or is currently regulated by a competent authority in the financial services sector;
6. (new – State Gazette, No. 38 of 2020) a declaration on the existence of circumstances under Article 3, item 6 or Article 4 of the Law on Economic and Financial Relations with Companies Registered in Jurisdictions with Preferential Tax Regimes, the entities controlled by them, and their beneficial owners;
7. (previous item 6 – State Gazette, No. 38 of 2020) an exhaustive description of the applicant's activity for the last 3 years or for the period of existence of the company, unless the applicant is a company in the process of formation;
8. (previous item 7 – State Gazette, No. 38 of 2020) a program for carrying out the activity, which includes at least:
   a) an exhaustive description of all activities the applicant intends to carry out, containing information on each of the envisaged payment services regarding:
   aa) a scheme of the flow of funds, unless the applicant intends to provide only payment services under Article 4, item 7 of the Law on Payment Services and Payment Systems; bb) a description of the settlement process of funds, unless the applicant intends to provide only payment services under Article 4, item 7 of the Law on Payment Services and Payment Systems; cc) draft contracts between all parties involved in the provision of payment services, including those with payment card schemes, if applicable; dd) deadlines for the execution of payment transactions in accordance with the deadlines provided in Articles 87 and 88 of the Law on Payment Services and Payment Systems; ee) rules and procedures for carrying out the activity, covering the applicant, its branches and representatives; b) a copy of the draft framework agreement within the meaning of Article 59, paragraph 2 of the Law on Payment Services and Payment Systems; c) the envisaged number of premises where the applicant intends to provide payment services and/or carry out activities related to the provision of payment services, including through branches or representatives, and their addresses, if applicable; d) a description of ancillary services to the envisaged payment services, including activities within the meaning of Article 20, paragraph 1, item 1 of the Law on Payment Services and Payment Systems, if applicable; e) a declaration on whether the applicant intends to grant loans under Article 21 of the Law on Payment Services and Payment Systems and in what amounts; f) a declaration on whether the applicant will acquire actual power over funds; g) a declaration on whether the applicant plans to provide payment services in other Member States or in third countries; h) information on whether the applicant intends to carry out or is already carrying out additional activities within the meaning of Article 20 of the Law on Payment Services and Payment Systems, different from the activities under letter "g", including a description of the type and expected volume of activities; i) the information indicated in the EBA Guidelines (EBA/GL/2017/08) on criteria for determining the minimum monetary value of "Professional Liability" insurance or another comparable guarantee under Article 5, paragraph 4 of Directive (EU) 2015/2366 (EBA Guidelines EBA/GL/2017/08), in case the applicant intends to provide payment services under Article 4, items 7 and 8 of the Law on Payment Services and Payment Systems;
9. (previous item 8 – State Gazette, No. 38 of 2020) a business plan and forecast budget for the first three years of activity, which include at least:
   a) a development plan and economic justification of the activity, which contain:
   aa) the stages of implementation of the development plan of the company in relation to the declared payment services and the envisaged schedule for implementation of the development plan with specific periods for each stage; bb) an exhaustive analysis of the relevant segment of the payment services market, including competition and the specific competitive advantages of the company; cc) a description of the users to whom the envisaged payment services are directed, marketing materials and distribution channels; b) audited financial reports for the last 3 years or for the period of existence of the company, or a summary of the financial situation for those companies that have not yet prepared annual financial reports, unless the applicant is a company in the process of formation; c) a forecast budget for the first three years of activity, based on realistic calculations, which shows that the applicant is able to use appropriate and proportional systems, resources and procedures, allowing reliable carrying out of its activity, in accordance with guideline 4.1, letter "c" of group guideline 4.1 of the EBA Guidelines (EBA/GL/2017/09) on the information to be provided for the licensing of payment institutions and e-money institutions and for the registration of providers of account information services under Article 5, paragraph 5 of Directive (EU) 2015/2366 (EBA Guidelines EBA/GL/2017/09), which contains:
   aa) forecast income statement and balance sheet, including target and crisis scenarios, as well as their basic assumptions related to volume and value of operations, number of clients, pricing method, average size of operation, expected increase in the break-even threshold; bb) (supplemented – State Gazette, No. 47 of 2023) explanations of the main sources of income and expenses, including costs for the internal control function and for activities entrusted to subcontractors, if any are envisaged; financial liabilities and capital assets; cc) a scheme and detailed breakdown of forecast cash flows for the next three years; d) information on own funds, including the size and detailed description of the elements of initial capital, as indicated in Article 8 of the Law on Payment Services and Payment Systems; e) information on the minimum size of required own funds in accordance with Article 9 of the Law on Payment Services and Payment Systems, unless the applicant intends to provide only payment services under Article 4, item 7 of the Law on Payment Services and Payment Systems, which includes an annual forecast of its size and a breakdown by elements of own funds for three years;
10. (previous item 9 – State Gazette, No. 38 of 2020; amended – State Gazette, No. 88 of 2025) rules and procedures for the management of activity as a payment institution, covering the activity of the applicant, its branches and representatives, which include:
    a) a description of the organizational structure in accordance with guideline 5 of group guideline 4.1 of EBA Guidelines EBA/GL/2017/09, including a description of the interaction of the applicant with other providers of payment services and/or payment systems; b) (supplemented – State Gazette, No. 88 of 2025) a management framework and internal control mechanisms in accordance with guideline 8 of group guideline 4.1 of EBA Guidelines EBA/GL/2017/09, including reliable and effective administrative and accounting procedures, as well as mechanisms for the use of services in the field of information and communication technologies in accordance with Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011 (OJ, L 333/1 of 27 December 2022), hereinafter "Regulation (EU) 2022/2554"; c) internal control mechanisms used against money laundering and terrorist financing in accordance with guideline 14 of group guideline 4.1 of EBA Guidelines EBA/GL/2017/09; d) a draft internal rules for measures against money laundering and terrorist financing; e) (supplemented – State Gazette, No. 88 of 2025) a procedure for monitoring, processing and tracking security incidents and customer complaints related to security in accordance with guideline 9 of group guideline 4.1 of EBA Guidelines EBA/GL/2017/09, providing a mechanism for reporting incidents in accordance with Chapter III of Regulation (EU) 2022/2554; f) a procedure for recording, monitoring, tracking and restricting access to sensitive payment data in accordance with guideline 10 of group guideline 4.1 of EBA Guidelines EBA/GL/2017/09; g) (amended – State Gazette, No. 88 of 2025) measures to ensure business continuity in accordance with guideline 11 of group guideline 4.1 of EBA Guidelines EBA/GL/2017/09, including clear identification of critical operations, effective policies and plans for information and communication technology business continuity and information and communication technology recovery and response plans, as well as a procedure for regular testing and review of the adequacy and effectiveness of these plans in accordance with Regulation (EU) 2022/2554; h) the principles applied in the collection of statistical data on work results, operations and fraud in accordance with guideline 12 of group guideline 4.1 of EBA Guidelines EBA/GL/2017/09; i) (supplemented – State Gazette, No. 88 of 2025) security rules in accordance with guideline 13 of group guideline 4.1 of EBA Guidelines EBA/GL/2017/09, providing a high degree of digital operational resilience in accordance with Chapter II of Regulation (EU) 2022/2554, in particular in relation to technical security and data protection, including for the software and information and communication technology systems used by the applicant or by
    subcontractors to whom it intends to entrust the carrying out of operational functions;
11. (previous item 10 – State Gazette, No. 38 of 2020) measures for the protection of funds of payment service users, as well as of payment instruments used in accordance with guideline 7.1 of group guideline 4.1 of EBA Guidelines EBA/GL/2017/09, if the applicant intends to provide any of the payment services under Article 4, items 1 – 6 of the Law on Payment Services and Payment Systems;
12. (previous item 11 – State Gazette, No. 38 of 2020) a list of persons managing and representing the applicant and of members of its management and supervisory bodies;
13. (previous item 12 – State Gazette, No. 38 of 2020) a list of shareholders/partners and the shares/shares of capital held by them, containing their unified identification code or personal data by identity document;
14. (previous item 13 – State Gazette, No. 38 of 2020) a scheme showing the structure of the applicant, which includes the name and percentage ratio of participation (in capital/voting rights) of any person who owns or will own directly or indirectly a qualifying holding within the meaning of Article 4, paragraph 1, item 36 of Regulation (EU) No 575/2013 in the capital of the applicant, indicating the persons who are considered to be holders of a qualifying holding;
15. (previous item 14 – State Gazette, No. 38 of 2020) a list of persons who directly or indirectly own a qualifying holding within the meaning of Article 4, paragraph 1, item 36 of Regulation (EU) No 575/2013 in the capital of the applicant, containing a reference for each of the persons on the number and type of shares or other equity participations that are subscribed or will be subscribed, and the nominal value of these shares or other equity participations;
16. (new – State Gazette, No. 38 of 2020) a list of persons holding three or more than three percent of shares/partnership shares or voting rights on shares/partnership shares in the capital of the applicant, containing a reference for each of the persons on the number and type of shares or other equity participations that are subscribed or will be subscribed, and the nominal value of these shares or other equity participations;
17. (previous item 15 – State Gazette, No. 38 of 2020) a description of the group to which the applicant belongs and information on the parent undertaking, if applicable;
18. (previous item 16 – State Gazette, No. 38 of 2020) a list of persons with whom the applicant is in close relations within the meaning of Article 4, paragraph 1, item 38 of Regulation (EU) No 575/2013, containing a reference to the nature of the close relations in respect of each of the persons;
19. (previous item 17 – amended, State Gazette, No. 38 of 2020) documents and information under Article 5 for the persons managing and representing the applicant and members of its management and supervisory bodies;
20. (previous item 18 – amended, State Gazette, No. 38 of 2020) documents and information under Article 6 for the persons holding a qualifying holding;
21. (new – State Gazette, No. 38 of 2020) documents and information under Article 7a for the persons holding three or more than three percent of shares/partnership shares or voting rights on shares/partnership shares;
22. (previous item 19 – amended, State Gazette, No. 38 of 2020) documents and information under Article 15 for the representatives and branches that will be used by the applicant, if it envisages having such;
23. (new – State Gazette, No. 38 of 2020) documents and information in accordance with EBA Guidelines (EBA/GL/2019/02) on outsourcing of activities (EBA Guidelines EBA/GL/2019/02), in case the applicant intends to entrust to a subcontractor the carrying out of operational functions;
24. (previous item 20 – amended, State Gazette, No. 38 of 2020; amended – State Gazette, No. 88 of 2025) identification data for the audit firm designated in accordance with Article 10, paragraph 4, item 15 of the Law on Payment Services and Payment Systems, a registered auditor in accordance with the Law on Independent Financial Audit, which shall include name, seat and management address and contact details;
25. (previous item 21 – State Gazette, No. 38 of 2020) an insurance policy or another equivalent document confirming the existence of "Professional Liability" insurance or another comparable guarantee, with a coverage size that is in accordance with EBA Guidelines EBA/GL/2017/08, indicating the coverage of the corresponding obligations, in case the applicant intends to provide payment services under Article 4, items 7 and 8 of the Law on Payment Services and Payment Systems;
26. (previous item 22 – State Gazette, No. 38 of 2020) a document on the manner in which the applicant has calculated the minimum value of "Professional Liability" insurance or another comparable guarantee in accordance with the requirements of EBA Guidelines EBA/GL/2017/08, including all applicable components from the formula indicated in Article 14, in case the applicant intends to provide payment services under Article 4, items 7 and 8 of the Law on Payment Services and Payment Systems;
27. (previous item 23 – State Gazette, No. 38 of 2020) a declaration that the information submitted with the application and the documents attached to the application are current, complete and accurate;
28. (previous item 24 – State Gazette, No. 38 of 2020) a document for the paid fee under Article 70.
    (2) The license application shall be signed by the persons managing and representing the applicant.
    (3) (Amended and supplemented – State Gazette, No. 38 of 2020) The documents and information attached to the application shall be submitted in Bulgarian. All documents in a foreign language shall be submitted in the original and accompanied by a translation into Bulgarian, and the submitted official documents must also be legalized in accordance with the requirements of the current legislation. (4) The documents attached to the application shall be provided in the original or in a certified copy by the applicant, and upon request the applicant is obliged to present the original of the document. (5) The documents and information attached to the application shall be provided on paper and electronic media. (6) A document under paragraph 1 may be replaced by a notarially certified declaration in cases where the legal system of the foreign country does not provide for the issuance of such, which is certified by an official document issued by the relevant competent authorities of that country. (7) The Bulgarian National Bank may require the submission of additional documents and information in order to establish the circumstances necessary to assess whether the conditions for issuing a license are met. (8) (supplemented – State Gazette, No. 47 of 2023) The applicant is obliged to immediately inform the BNB in writing of any changes in the information contained in the application and in the documents and information attached to it, occurring after the submission of the application, including when previously provided information is not accurate, complete or reliable. The applicant should identify the relevant information, its location in the initial application, the reason for the changes in the information, the updated information and confirmation that the remaining information in the application remains unchanged. (9) Within three months after receiving the license, the payment institution provides the BNB with rules and general conditions accepted by the management body, which it applies in carrying out its activity.

Requirements for qualification, professional experience and good reputation

Article 4. (1) The persons managing and representing the applicant and the members of its management and supervisory bodies may be natural persons who:

1. have higher education;
2. (amended and supplemented – State Gazette, No. 38 of 2020, amended – State Gazette, No. 83 of 2022; supplemented – State Gazette, No. 47 of 2023; amended – State Gazette, No. 47 of 2024) have at least 5 years of professional experience, of which at least 3 years in a managerial position in an enterprise from the banking or financial sector, including in a payment institution, e-money institution or provider of account information services, in institutions comparable to a bank or companies comparable to a bank within the meaning of § 1, items 2 – 5 of the additional provisions of Ordinance No. 20 of the BNB of 2019 on the requirements for members of the management and supervisory bodies of a credit institution, as well as on the assessment of their suitability and of the persons occupying key positions or meeting one of the conditions under Article 3, paragraph 1, items 3 and 4 of the said Ordinance; as professional experience of the members of the management and supervisory bodies of the applicant, who are not representing and managing, any activity directly related to the provision of payment services or the issuance of e-money from a payment services provider licensed in a Member State shall also be considered;
3. have not been convicted of an intentional crime of a general nature, unless they have been rehabilitated;
4. have not been, during the last two years, a member of a management and supervisory body or an unlimited partner in a company, when it was terminated due to insolvency, if creditors remained unsatisfied;
5. are not deprived of the right to hold a position of material responsibility;
6. (amended – State Gazette, No. 47 of 2024; amended – State Gazette, No. 88 of 2025) are not included in the list under Article 4b, item 3 of the Law on Measures against the Financing of Terrorism and the Proliferation of Weapons of Mass Destruction;
7. (amended – State Gazette, No. 47 of 2024) do not give rise to doubt regarding their good reputation based on the data collected about them from the questionnaire-declaration under Article 5, paragraph 1, item 2 and other documents; and
8. (new – State Gazette, No. 47 of 2024) do not give rise to doubt regarding their good reputation based on the data collected about them from the declaration under Article 5, paragraph 1, item 11 and other documents.
   (2) (Amended - State Gazette, No. 47 of 2024) The requirements under paragraph 1, items 3 – 8 shall also apply to the natural persons who directly or indirectly hold a qualifying holding in the capital of the applicant, and the requirements under paragraph 1, items 3–7 shall apply to the persons who legally represent the legal entities holding a directly or indirectly qualifying holding in the capital of the applicant. (3) The requirements under paragraph 1, items 3–7 shall also apply to the persons managing and representing the branches and representatives of the applicant. (4) (Amended – State Gazette, No. 23 of 2021) In the event of a change in the persons under paragraphs 1, 2 and 3, all requirements of this Article shall be observed, whereby the payment institution informs the BNB and submits the corresponding documents and information for the persons under paragraphs 1 and 2 before carrying out the change, and for the persons under paragraph 3 no later than within 14 days from the occurrence of the change.

Data on the persons managing and representing the applicant and on the members of its management and supervisory bodies

Article 5. (1) For the persons managing and representing the applicant, for the members of its management and supervisory bodies, the following documents and information shall be submitted:

1. names and personal data by identity document, citizenship (current and previous), permanent and current address;
2. ...