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Authorized electronic money institution in Bulgaria

If you  want to become an authorized Electronic Money Institution in Bulgaria, we will explain how to do it in just a few steps!

The legal form must be either a joint-stock company or a limited liability company.

Below are the phases, procedures, and required documents in the event that the legal form chosen is an LLC (Limited Liability Company).

Phases for the Incorporation of a Limited Liability Company (LLC) and Obtaining a License as an Electronic Money Institution (EMI)

  1. Registration of a Limited Liability Company (LLC)

Phase 1: Incorporation of the Company

  • Drafting of the Deed of Incorporation and Articles of Association (for an LLC)
  • Definition of:
    • Company name
    • Registered office and operational address (must reflect the actual place of business; initially a temporary address will be used and updated later)
    • Scope of business activities (clearly defined – “issuance of electronic money” and “provision of payment services”) – to be finalized together with you
    • Share capital – minimum BGN 700,000, as required under Article 38 of the PSPSA (Payment Services and Payment Systems Act)
    • Sole manager or board of directors
  • Preparation of incorporation documents:
    • Deed of Incorporation / Articles of Association
    • Minutes of the founding meeting
    • Declarations of the manager (Article 141(8) of the Bulgarian Commercial Act)
    • Specimen signature

Phase 2: Opening a Capital Bank Account

  • With a Bulgarian commercial bank for the deposit of the share capital.

Phase 3: Deposit of the Capital

  • The capital must be fully paid in.
  • The bank certificate must be attached to the registration documents.

Phase 4: Preparation of Documents for the Commercial Register

  • Deed of Incorporation / Articles of Association
  • Minutes of the founding meeting
  • Manager’s declarations
  • Specimen signature
  • Proof of capital payment
  • Form A4 for LLC registration
  • Declarations under AML, tax, and other applicable regulations

Phase 5: Registration with the Commercial Register

  • Payment of the state fee
  • Upon registration, the UIC (Unique Identification Code) will be issued.
  1. EMI License Application – Procedure before the Bulgarian National Bank (BNB)

Phase 6: Preparation of the Application under Article 22 of Regulation No. 16

This includes:

  • Company name, UIC, address, website, and email
  • Contact person
  • Detailed description of the planned activities
  • Notification regarding the possible provision of additional payment services under Article 42 of the PSPSA – to be discussed with you

III. Attachments to the Application to the BNB

(Grouped below – the most important documents are highlighted in bold)

  1. Incorporation and Identification Documents
  • Deed of Incorporation / Articles of Association
  • UIC code
  • Minutes of the founding meeting
  1. Capital and Source of Funds
  • Proof of payment of the capital (minimum BGN 700,000)
  • Declarations and supporting documents regarding the source of funds from the shareholders
  1. Business Descriptions and Operational Programs
  • Operational Program – flow of funds, settlement processes, contracts, operational offices, distribution and redemption plan
  • Declarations regarding:
    • Acquisition of control
    • Cross-border activities
    • Granting of credit
  • Draft client agreements
  1. Business Plan and Financial Forecast (3-year horizon)
  • Marketing strategy
  • Market analysis
  • Target customers
  • Financial statements or summaries (if a newly established company)
  • Forecast budgets, scenarios, and P&L projections
  1. Governance, Risk, and Security
  • Organizational structure
  • Internal policies regarding:
    • Anti-money laundering (AML/CTF)
    • Data security
    • Complaint and incident management
    • Business continuity planning (BCP)
  • Rules for safeguarding client funds
  1. Fitness and Reputation Requirements
  • Documents required under Articles 25–27 of Regulation No. 16:
    • For managers, shareholders, and supervisory board members
    • For persons holding qualifying participations
  • Reputation assessment
  • Related parties (close links within the meaning of Regulation (EU) 575/2013)
  1. Additional Requirements
  • Agreement and details of the audit firm
  • Professional indemnity insurance policy (if services under Article 4, points 7 and 8 of the PSPSA are offered)
  • Proof of payment of the BNB fee under Article 70 of Regulation No. 16
  1. Submission of Documentation to the BNB
  • The documents must be submitted both in hard copy and electronically (in accordance with BNB requirements)
  • Language: Bulgarian (with certified translations for foreign documents)
  • The BNB may request additional information or documents
  1. Examination of the Application by the BNB
  • Statutory review period: 3 months from submission of the complete application package (Article 13 PSPSA)
  • If approved: issuance of the license
  • In case of refusal: right to appeal

Final Notes

  • The initial capital (minimum BGN 700,000) must be fully paid and evidenced.
  • All managers, shareholders, and qualifying participants must pass a fit and proper assessment.
  • All internal rules and policies must comply with the EBA Guidelines (EBA/GL/2017/09, EBA/GL/2017/08, EBA/GL/2019/02).

Estimated Timeline

  • Incorporation of the LLC: 3 working days after submission to the Commercial Register
  • Preparation of the licensing package: 6–8 weeks
  • Submission to the BNB: 1–2 days
  • Examination by the BNB: Up to 3 months (statutory deadline)
  • Total estimated duration: 3.5–5 months

License as an Electronic Money Institution (EMI)