# Investment Firm in Bulgaria: FSC Licence under MiFID II

> Bulgarian MiFID II investment firm: FSC licence, €75 000–750 000 capital, IFR own funds, decision in 3–6 months, €20 000 investor cover, EU passport.

Author: Gordey Bolotko — Partner, Corporate & Commercial (https://wiki.private.law/en/authors/bolotko)
Last modified: 2026-09-24T00:00:00.000Z
Canonical: https://wiki.private.law/en/bulgaria-investment-firm
Publisher: wiki.private.law (https://wiki.private.law)
Version: 4204a46aaeaf5704a4c982b44cfac5b71ec05c66d60ae21913e38e4246ca19ff
Cite as: Investment Firm in Bulgaria: FSC Licence under MiFID II. wiki.private.law. https://wiki.private.law/en/bulgaria-investment-firm. Version 4204a46aaeaf5704a4c982b44cfac5b71ec05c66d60ae21913e38e4246ca19ff.
Topics: banking
Jurisdictions: bulgaria, eu
Functional tags: license
Product tags: investment, compliance, custody, company
Semantic tags: license, investment, compliance, custody, company

---

## Concept

A Bulgarian investment intermediary (инвестиционен посредник) is the national form of the MiFID II investment firm: a company that, on a professional basis, provides investment services to clients or performs investment activities ([art. 6(1) of the Markets in Financial Instruments Act](https://www.fsc.bg/wp-content/uploads/2026/08/zpfi_dv_71_2026.pdf), ZPFI). The licensing and supervisory authority is the [Financial Supervision Commission](https://www.fsc.bg/wp-content/uploads/2024/03/ZKFN-01.01.2024.pdf) (FSC), not the central bank; how the FSC's remit sits beside that of the Bulgarian National Bank is mapped in [financial licences in Bulgaria](https://wiki.private.law/en/bulgaria-financial-licenses).

The status exists because investment services are a reserved activity. Only a joint-stock company (AD) or a limited liability company (OOD) with its seat and head office in Bulgaria and an FSC licence may provide them professionally, unless a law or regulation provides otherwise (art. 7(1) ZPFI, mirroring art. 5(4) MiFID II). The main exceptions are banks, which provide investment services under a Bulgarian National Bank licence and are entered in the FSC register (arts 8(1) and 17(1) ZPFI), and firms from other member states under the passport. The licence holder is therefore a local company with local management that serves as an EU-wide platform for brokerage, portfolio management, investment advice, underwriting and trading venues.

### What the model enables

The licence turns a Bulgarian company into a regulated counterparty for clients across the EU. Three features shape how founders use it.

**Capital follows the business model**

An adviser that never holds client assets needs €75 000 of initial capital; a broker holding client money needs €150 000; a firm dealing on own account needs €750 000. The same statute covers all three.

**One licence, EU reach**

A notice to the FSC opens other member states: one month for cross-border services, three months for a branch. Crypto-asset services equivalent to the licensed services follow by notification under MiCA.

**Protection with a ceiling**

Client money and instruments are segregated from the firm's estate. When segregation fails, the Investor Compensation Fund covers 90% of a claim up to €20 000 per client.

Several other features are specific to Bulgaria. The FSC's one-off licence fee runs from €4 090.34 to €10 225.84 depending on the licence type. Within the six-month outer limit that MiFID II sets (art. 7(3)), ZPFI adds shorter deadlines: three months from confirmed completeness, or one month after requested additional information. Since [1 January 2026 Bulgaria has used the euro](https://www.consilium.europa.eu/en/press/press-releases/2025/07/08/bulgaria-ready-to-use-the-euro-from-1-january-2026-council-takes-final-steps/) at a conversion rate of 1.95583 lev, so capital, fees and the compensation ceiling are all denominated in euro.

The regime also has built-in limits. The firm must be managed jointly by at least two people, which excludes a one-person operation. The market is small and contracting: the [FSC annual report](https://www.fsc.bg/wp-content/uploads/2026/05/godishen-otchet-na-kfn-2025-.pdf) counted 53 investment intermediaries at the end of 2025 against 56 in 2021. Passporting runs mostly one way: Bulgarian intermediaries held 318 outbound notifications, while 2 016 investment firms from other member states were entitled to operate in Bulgaria. And retail derivatives are constrained by the FSC's own product-intervention measures.

> 🍓 Within the Bulgarian regime, the choice of services sets most of the regulatory weight. The same Bulgarian licence ranges from €75 000 of capital with no client assets and no K-factor calculation, to €750 000 for a dealing firm that falls outside the small-firm class, computes K-factors and carries segregation duties over client money and instruments. Scope is the first design decision; capital, fees and internal controls follow from it.

The parameters below are fixed by ZPFI, IFR or the FSC tariff and, since 2026, are all denominated in euro.

- Law and regulator · ZPFI (State Gazette 15/2018), last amended State Gazette 71/2026; FSC
- Legal form · AD or OOD with seat and head office in Bulgaria
- Initial capital · €75 000, €150 000 or €750 000 by business model (art. 10 ZPFI)
- Ongoing own funds · Highest of fixed overheads, permanent minimum and K-factor requirement (art. 11 IFR)
- FSC licence fee · €4 090.34 – €10 225.84
- Decision deadline · Three months from confirmed completeness, or one month after additional information; six months at most
- Investor compensation · 90% of the claim, up to €20 000 per client, since 1 January 2026
- Status at date · 53 intermediaries at 31 December 2025: 19 banks, 34 FSC-licensed firms. FSC list at 2 September 2026: 57, including 4 branches of EU firms

## What the Licence Covers

The licence is granted for named services, and the list mirrors Annex I of MiFID II. Article 6(2) ZPFI sets out nine investment services and activities, and the capital rules refer to them by number, so each service carries its own lowest capital tier.

| No. | Service or activity | Lowest initial capital |
| --- | --- | --- |
| 1 | Reception and transmission of orders | €75 000; €150 000 if client assets are held |
| 2 | Execution of orders on behalf of clients | €75 000; €150 000 if client assets are held |
| 3 | Dealing on own account | €750 000 |
| 4 | Portfolio management | €75 000; €150 000 if client assets are held |
| 5 | Investment advice | €75 000; €150 000 if client assets are held |
| 6 | Underwriting or placing on a firm-commitment basis | €750 000 |
| 7 | Placing without a firm commitment | €75 000; €150 000 if client assets are held |
| 8 | Operating a multilateral trading facility (MTF) | €150 000 |
| 9 | Operating an organised trading facility (OTF) | €150 000 |

Services 3 and 6 put the balance sheet at risk and carry the full €750 000; the others are priced by whether the firm touches client assets. Article 6(3) adds seven ancillary services, among them safekeeping and administration of instruments for clients, loans to investors, foreign exchange connected with investment services and investment research. An ancillary service is never a licence of its own: it can be provided only together with a core investment service.

### Capital tiers by business model

Bulgarian law sets initial capital by the firm's activities. The four tiers below come from [art. 10 ZPFI](https://www.fsc.bg/wp-content/uploads/2026/08/zpfi_dv_71_2026.pdf), with the matching FSC licence fees from the [FSC tariff](https://www.fsc.bg/investitsionna-deynost/taksi-investiczionna-dejnost/) under Ordinance No. 76/2025.

| Business model | Scope | Initial capital | FSC licence fee |
| --- | --- | --- | --- |
| Adviser or order transmitter | No client money or instruments held; none of services 3, 6, 8, 9 (art. 10(3)) | €75 000 | €4 090.34 |
| Agency broker or portfolio manager | Holds client assets; services 1, 2, 4, 5 or 7; no dealing or underwriting (art. 10(2)) | €150 000 | €6 135.50 |
| Trading-venue operator | Operates an MTF or OTF without dealing on own account (art. 10(7)) | €150 000 | €10 225.84 |
| Full licence | Dealing on own account or firm-commitment underwriting (art. 10(1)) | €750 000 | €10 225.84 |

Holding client assets is the dividing line between the two lower tiers, and dealing on own account is the line above them. Of the 53 intermediaries at the end of 2025, 39 held a full licence and 14 a partial licence under art. 10(2). Article 10(7), covering trading-venue operators, was reintroduced by the amendments in State Gazette 99/2025.

### Crypto-assets and retail derivatives

Two neighbouring regimes change what the licence means in practice. An investment intermediary may provide crypto-asset services equivalent to its licensed investment services once it has notified the FSC under art. 60(3) of MiCA, at least 40 working days before it first provides them; from then on MiCA and the Bulgarian Markets in Crypto-Assets Act also apply. Under that [act (State Gazette 54/2025, in force 8 July 2025)](https://dv.parliament.bg/DVWeb/showMaterialDV.jsp?idMat=235621) the FSC is the general MiCA authority, except for matters expressly assigned to the Bulgarian National Bank; Bulgarian licensing and notification practice is covered in [crypto-asset service provider licence in Bulgaria](https://wiki.private.law/en/bulgaria-casp-license), and the EU-wide route in the [MiCA CASP licence guide](https://wiki.private.law/en/casp-license-guide). A firm that adds crypto-asset services also falls under the sanctions rule on owners and board members described in the sanctions section below.

On the retail side, [FSC Decision 918-ИП of 30 July 2019](https://www.fsc.bg/wp-content/uploads/2021/files/26532_file.pdf), in force since 2 August 2019, restricts the marketing of contracts for difference to retail clients (art. 42 MiFIR): leverage limits through initial margin, margin close-out, negative balance protection, a ban on incentives and a mandatory risk warning. [Decision 841-ИП](https://www.fsc.bg/wp-content/uploads/2025/10/26305_file.pdf) of 2 July 2019 prohibits marketing, distributing or selling binary options to retail clients in or from Bulgaria.

## Capital: Initial Capital and IFR Own Funds

Initial capital is the entry threshold; the continuing requirement comes from the EU Investment Firms Regulation (IFR), directly applicable since 26 June 2021, and the Investment Firms Directive, transposed into ZPFI by State Gazette 25/2022 with effect from 29 March 2022. Under [art. 11 IFR](https://eur-lex.europa.eu/eli/reg/2019/2033/oj) own funds must at all times equal the highest of three amounts:

- the fixed overheads requirement — at least one quarter of the preceding year's fixed overheads, or of the first-year projections filed with the application for a new firm (art. 13);
- the permanent minimum capital requirement — at least the initial capital of the licence tier (art. 14);
- the K-factor requirement — the sum of risk-to-client, risk-to-market and risk-to-firm factors (arts 15, 16, 21 and 24).
Because a new firm applies the fixed overheads requirement to its projections (art. 13(3) IFR), the own funds needed at licensing are the higher of the art. 10 tier and a quarter of the projected first-year fixed overheads. Once fixed overheads exceed four times the initial capital, the overheads quarter overtakes the permanent minimum, and for a Class 3 firm it becomes the binding figure. IFR also requires liquid assets of at least one third of the fixed overheads requirement (art. 43). In a running firm, which of the three amounts binds depends on its overheads, its IFR class and its K-factors. How the same three bases are built and compared across licence types is set out in [regulatory capital](https://wiki.private.law/en/regulatory-capital).

### Three classes of investment firm

The IFR sorts firms by size and risk, and the class decides which of the three amounts is calculated at all.

| Class | Who falls in | Own funds regime |
| --- | --- | --- |
| Class 1 | Dealing or underwriting firms with consolidated assets of €15 billion or more, or €5 billion or more by FSC decision (art. 1(2) IFR; art. 9b ZPFI) | CRR applies; from €30 billion, authorisation as a credit institution (art. 4(1)(1)(b) CRR) |
| Class 2 | Firms below the Class 1 threshold that fail at least one small and non-interconnected condition | Highest of overheads, permanent minimum and K-factors |
| Class 3 | Small and non-interconnected firms meeting all nine conditions of art. 12(1) | Highest of overheads and permanent minimum; no K-factors |

An adviser without client assets can qualify for Class 3, where the regime is lightest. The status is lost as soon as any single condition is failed.

### The nine Class 3 conditions

Article 12(1) IFR requires all of the following at once:

| Measure | Limit |
| --- | --- |
| Assets under management (K-AUM) | below €1.2 billion |
| Client orders handled (K-COH) | below €100 million a day for cash trades or €1 billion a day for derivatives |
| Assets safeguarded and administered (K-ASA) | zero |
| Client money held (K-CMH) | zero |
| Daily trading flow (K-DTF) | zero |
| Net position risk or clearing margin (K-NPR / K-CMG) | zero |
| Trading counterparty default (K-TCD) | zero |
| Balance-sheet total | below €100 million |
| Total annual gross revenue | below €30 million |

A firm that holds any client money or safeguards any client instrument fails the K-CMH or K-ASA test and moves to Class 2, whatever its size.

The prudential framework itself is under review at the advisory stage: the [EBA and ESMA published technical advice on 15 October 2025](https://www.esma.europa.eu/press-news/esma-news/eba-and-esma-recommend-targeted-revisions-investment-firms-prudential), and no Commission proposal to amend the IFR or the IFD had been published by 24 September 2026.

## The FSC Procedure

The licensing procedure is fixed by arts 17–19 ZPFI, and its time limits bind the regulator as well as the applicant. It runs in five stages:

1. Filing, with at least 25% of the initial capital paid in (art. 17(4)).
2. Completeness review: the FSC deputy chair rules within 15 working days; missing documents are supplied within a non-extendable period of 20 to 30 working days.
3. Assessment: within three months of confirmed completeness the FSC may request additional information, which the applicant supplies within one to two months, non-extendable. The FSC decides within three months of confirmed completeness if it requests nothing, otherwise within one month of the answer, and never later than six months from a complete application (art. 18(6), (9)).
4. Notice of intended grant: within 14 days the applicant proves that the capital is fully paid and the initial contribution to the Investor Compensation Fund is made; the licence is not issued without both (arts 17(4), 18(10)).
5. Licence: issued within 14 days of that proof (art. 19(1)) and entered in the FSC public register of investment intermediaries (art. 30(1)(2) of the FSC Act).
Actual processing times are not published. At the end of 2025 two new applications were pending, and during the year the FSC granted one extension of an existing licence.

### Management and internal functions

The firm is managed and represented jointly by at least two persons who meet the requirements of arts 13–14 ZPFI, and they may not hand overall management to one of them (art. 12). The four-eyes requirement excludes a firm run by a single director, whatever its size.

Below the board, [Delegated Regulation (EU) 2017/565](https://eur-lex.europa.eu/eli/reg_del/2017/565/oj) requires a permanent, effective and independent compliance function (art. 22), and a risk management function and an independent internal audit function where appropriate and proportionate (arts 23 and 24). The national detail is in [FSC Ordinance No. 38 of 21 May 2020](https://www.fsc.bg/wp-content/uploads/2024/10/n_38_dv_90_2024.pdf) on the requirements for investment intermediaries' activities, last amended by State Gazette 90/2024. What these roles look like as an operating stack is covered in the [compliance stack for a licensed operator](https://wiki.private.law/en/compliance-stack). A licensed investment firm is also an obliged entity under the Measures Against Money Laundering Act (ZMIP Art. 4 item 8) and must set up a specialised AML service within four months of the licence (Art. 106); that regime is set out in [AML in Bulgaria](https://wiki.private.law/en/bulgaria-aml-framework).

### Owners: the qualifying-holding regime

A qualifying holding is a direct or indirect holding of 10% or more of the capital or votes, or any holding that allows significant influence over management (§1 item 23 of the Supplementary Provisions of ZPFI). Acquiring a qualifying holding requires prior written notification to the FSC, as does reaching or crossing 20%, 30% or 50% or making the firm a subsidiary; the acquisition may not be completed before the FSC's assessment, and the same thresholds apply on the way down (arts 53 and 54).

The FSC assesses a proposed acquisition within 60 working days of its written acknowledgement of the notification (arts 55(1) and 56(1)). The clock may be suspended once, for up to 20 working days, or up to 30 where the acquirer is based or regulated outside the EU or is not supervised under MiFID II, UCITS, Solvency II or CRD (art. 56(2)–(4)). Article 57 limits the assessment to five criteria:

- the reputation of the proposed acquirer;
- the reputation and experience of the persons who will direct the business;
- the acquirer's financial soundness;
- the firm's continuing ability to meet prudential requirements;
- the risk of money laundering or terrorist financing.
The FSC may not weigh the economic needs of the market. These five criteria are the Bulgarian form of a test common to every EU financial licence, described in [qualifying holdings and fit and proper](https://wiki.private.law/en/qualifying-holding-fit-proper); the purchase of an already licensed firm is set out in [change of control and buying a licensed company](https://wiki.private.law/en/license-change-of-control).

## Client Assets and Investor Compensation

The licence protects clients in two layers: segregation keeps their assets out of the firm's estate, and the Investor Compensation Fund pays when segregation fails. The first layer is in arts 92–95 ZPFI, and it shapes how the firm's balance sheet is built.

```mermaid
flowchart TD
    C["Client"] --> F["Investment intermediary"]
    F -->|client money| B["Client money account"]
    F -->|client instruments| D["Depositary"]
    F -->|contributions| I["Investor Compensation Fund"]
    I -.->|90% up to €20 000| C
```

Client money and instruments are kept separate from the firm's own and do not answer for its debts (art. 92). Client money is held at a central bank, a credit institution or a qualifying money market fund (art. 93); client instruments are held with a depositary (art. 94). Title-transfer collateral arrangements with non-professional clients are prohibited (art. 95), following [art. 16(10) MiFID II](https://www.esma.europa.eu/publications-and-data/interactive-single-rulebook/mifid-ii/article-16-organisational-requirements).

### The Investor Compensation Fund

The Fund is governed by arts 77a–77sh of the [Public Offering of Securities Act](https://www.fsc.bg/wp-content/uploads/2026/08/zppck_dv_71_2026.pdf) and implements Directive 97/9/EC. Intermediaries pay contributions to it (art. 77n), and proof of the initial contribution is a precondition of the licence (art. 18(10) ZPFI). Since 1 January 2026 the Fund pays each client 90% of the claim, up to €20 000 ([art. 77g(1)](https://www.fsc.bg/wp-content/uploads/2026/08/zppck_dv_71_2026.pdf), as amended by State Gazette 70/2024); from 2010 to 2025 the ceiling was BGN 40 000.

The Fund excludes connected persons — managers, holders of 5% or more and group entities — as well as other financial institutions, the state, other guarantee funds, investors who contributed to the firm's difficulties and professional clients (art. 77g(2)).

> ⚠️ Investor compensation is not deposit insurance. It pays only when the firm cannot return client money or instruments, covers 90% of the claim to a ceiling of €20 000, and excludes professional clients altogether. An institutional or high-value client therefore relies on segregation and the choice of depositary.

One precedent is Matador Prime OOD. By [Decision 954-ИП of 11 October 2018](https://www.fsc.bg/administrativni-dokumenti/resheniya/2018-2/oktomvri/) the FSC revoked its licence and appointed a quaestor (a temporary administrator), and the Fund later published announcements on compensating its clients, on 17 September 2019 and 15 January 2020. Cross-scheme comparisons are in the [client asset protection map](https://wiki.private.law/en/client-asset-protection-map), and the wind-down mechanics in [licence withdrawal and wind-down](https://wiki.private.law/en/license-wind-down).

## The EU Passport

A Bulgarian licence reaches other member states [by notification](https://wiki.private.law/en/eu-passporting). There are two routes, and they differ in speed and in how much of the firm moves abroad.

| Route | FSC forwards | Activity starts |
| --- | --- | --- |
| Cross-border services (art. 43 ZPFI; art. 34 MiFID II) | Within one month of the notice | Once the firm is informed of the transmission |
| Branch, or tied agent established in another state (art. 42 ZPFI; art. 35 MiFID II) | Within three months, with information on the compensation scheme | On the host authority's communication, or after two months at the latest |

The branch route takes longer because the host state receives a permanent establishment and information on the Bulgarian compensation scheme. Ancillary services travel only alongside core services, as at home.

A tied agent is the lighter distribution tool. It acts for remuneration in the name and under the full and unconditional responsibility of a single investment intermediary — soliciting clients, receiving and transmitting orders, placing instruments and advising on the intermediary's services (arts 33–34 ZPFI). Tied agents appear in the FSC public register (art. 30(1)(17) of the FSC Act). How businesses operate under another firm's authorisation more generally is covered in [licence for rent](https://wiki.private.law/en/license-for-rent).

The passport statistics show the balance of the market. At 31 December 2025 Bulgarian intermediaries held 318 notifications for other member states, down from 347 a year earlier: 29 were terminated and none was added in 2025; these notifications are counted per host state. At the same date 2 016 investment firms from other member states were entitled to operate in Bulgaria, and four of them had branches on the FSC list at 2 September 2026.

## Bulgaria and Cyprus

Cyprus is the usual point of comparison for a MiFID II licence in a smaller member state. The service list, the passport and the IFR capital regime are common EU rules in both; the difference lies in the national layer.

| Parameter | Bulgaria | Cyprus |
| --- | --- | --- |
| Statute and regulator | ZPFI; FSC | [Law 87(I)/2017](https://www.cylaw.org/nomoi/enop/non-ind/2017_1_87/full.html); CySEC |
| One-off regulator fee | Licence fee €4 090.34 – €10 225.84 | [Application fee](https://www.cysec.gov.cy/CMSPages/GetFile.aspx?guid=6a48c562-5e91-4717-a8ce-1c111c1d9591) €7 000, or €25 000 with dealing on own account or underwriting; €500 per ancillary service |
| Investor compensation | 90% of the claim, up to €20 000 | [Lower of 90% and €20 000](https://www.cysec.gov.cy/en-GB/investor-protection/tae/information/) |
| Corporate income tax | 10% flat | 15% from 2026 (see [Cyprus holding](https://wiki.private.law/en/company-cyprus)) |

The fees are not strictly like for like — Bulgaria charges on issue of the licence, Cyprus on application — and ongoing supervisory charges come on top in both. Investor protection is effectively the same. The difference that remains is tax: Bulgaria's corporate tax is a flat 10% (art. 20 of the Corporate Income Tax Act), and dividends paid to foreign legal entities bear 5% withholding tax, subject to exemptions (arts 194 and 200); the tax side is covered in [company in Bulgaria](https://wiki.private.law/en/company-bulgaria). The wider map of regimes is in [financial licences by jurisdiction](https://wiki.private.law/en/fintech-license-map).

## EU Sanctions Perimeter (Regulation 833/2014)

Nationality is not an eligibility test under ZPFI: an acquirer from any jurisdiction is assessed on the same five criteria of art. 57, including reputation, financial soundness and money-laundering risk. EU sanctions law narrows the business in two ways. Most provisions of Regulation 833/2014 restrict services to Russian persons; art. 5b(2a) also restricts who may own, control or manage a firm that provides crypto-asset services. Four provisions reach an investment firm's model directly.

| Provision | What is prohibited | Addressees |
| --- | --- | --- |
| [Art. 5f](https://finance.ec.europa.eu/system/files/2023-06/faqs-sanctions-russia-investment-funds_en.pdf) | Selling EU-currency securities issued after 12 April 2022 (other currencies after 6 August 2023), or fund units exposed to them | Russian nationals and residents, Russia-established entities |
| [Art. 5b(2)](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02014R0833-20260724) | Crypto-asset services under MiCA; issuing payment instruments, acquiring, payment initiation; issuing e-money (current scope since 24 October 2025) | The same persons |
| [Art. 5b(2a)](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02014R0833-20260724) | Owning, controlling or managing an EU crypto-asset service provider: wallet and custody providers since 18 January 2024, all providers from 25 August 2026 | Russian nationals and natural persons residing in Russia |
| [Art. 5n](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02014R0833-20260724) | Legal advisory, accounting, audit, tax and management consulting, PR, IT consultancy and other listed business services | The Russian Government and Russia-established legal persons |

Art. 5f matters most for a broker, because it covers new euro securities and fund units. Arts 5b(2) and 5b(2a) matter once the firm adds crypto-asset services under MiCA: from 25 August 2026 a firm that provides any crypto-asset service may not have a Russian national or resident of Russia as owner, controller or board member. The exemptions in arts 5b(3) and 5f(2) cover nationals of EU/EEA states or Switzerland and natural persons holding a temporary or permanent residence permit there; they do not extend to legal persons. The full sanctions architecture is in the [sanctions map](https://wiki.private.law/en/sanctions-map).

## Risks and Limits

The core of the regime is stable; the risks sit in changes of scope, product restrictions and continuing legislative change.

The first is scope drift. A firm licensed as an adviser that starts holding client money, or a broker that starts dealing on own account, moves into a higher capital tier and often a different IFR class; the licence and the capital must be adjusted before the new activity starts.

> ⚠️ A business plan built on retail CFD volumes is viable only within the FSC's product-intervention measures described above, which the FSC sets and enforces itself.

The FSC revoked no investment-intermediary licence in 2025; one application for voluntary surrender filed that year was still pending at year-end. In 2021 one licence was surrendered voluntarily and one issued.

ZPFI was amended by State Gazette 99 of 21 November 2025 to transpose Directive (EU) 2024/790 and align with Regulation (EU) 2024/791, and last amended by State Gazette 71/2026, in force since 7 August 2026. The EU [Retail Investment Strategy](https://www.consilium.europa.eu/en/press/press-releases/2025/12/18/retail-investment-strategy-council-and-parliament-agree-on-package-to-empower-consumers-while-boosting-markets/), provisionally agreed on 18 December 2025, had not been published in the Official Journal or entered into force as of 24 September 2026.

## Q/A

### Licence and capital

### What is the minimum capital for a Bulgarian investment firm?

It depends on the services. A firm that holds no client assets and does not deal on own account, underwrite or run a trading venue needs €75 000; a firm holding client assets for brokerage, portfolio management, advice or placing needs €150 000, as does an MTF or OTF operator that does not deal on own account; a firm dealing on own account or underwriting on a firm commitment needs €750 000 (art. 10 ZPFI).

### Is the initial capital the only capital requirement?

No. IFR requires own funds equal to the highest of one quarter of fixed overheads, the permanent minimum (the initial capital) and, outside Class 3, the K-factor requirement. A new firm calculates the overheads quarter on the first-year projections in its application, so the capital needed at licensing can exceed the art. 10 tier. Liquid assets of at least one third of the overheads requirement are required on top.

### Can a Bulgarian investment firm offer crypto-asset services?

Yes, for crypto-asset services equivalent to its licensed investment services, after notifying the FSC under art. 60(3) MiCA at least 40 working days before it first provides them. From then on MiCA and the Bulgarian Markets in Crypto-Assets Act also apply to that business. From 25 August 2026 such a firm may not be owned, controlled or managed by Russian nationals or residents of Russia unless they hold EU, EEA or Swiss nationality or a residence permit there (art. 5b(2a) and (3) of Regulation 833/2014).

### Procedure and owners

### How long does licensing take?

The FSC has 15 working days to check completeness. It then decides within three months of confirming completeness, or within one month after requested additional information, and in any case within six months of a complete application. The capital balance and the compensation-fund contribution are proved within 14 days of the notice of intended grant, and the licence follows within 14 days of that proof.

### Can one person run the firm?

No. The firm is managed and represented jointly by at least two persons meeting the statutory requirements, and they may not delegate overall management to one of them (art. 12 ZPFI).

### Does the FSC assess an owner's nationality?

Not as such. ZPFI contains no nationality criterion, and every acquirer is assessed on the same five statutory criteria: reputation, the suitability of future management, financial soundness, the firm's continuing prudential position and money-laundering risk. The assessment takes 60 working days from the FSC's acknowledgement, plus a possible suspension of up to 20 working days, or 30 for acquirers outside the EU or outside EU financial supervision. Sanctions add one ownership rule: from 25 August 2026 a firm providing any crypto-asset service may not be owned, controlled or managed by Russian nationals or residents of Russia without EU, EEA or Swiss nationality or a residence permit there (art. 5b(2a) and (3) of Regulation 833/2014).

### Passport and client protection

### How does a Bulgarian firm passport into other member states?

By notice to the FSC. For cross-border services the FSC forwards the notice to the host authority within one month; for a branch or a tied agent established in another member state, within three months, and the branch may start on the host authority's communication or after two months at the latest.

### What happens to client assets if the firm fails?

Segregated client money and instruments do not answer for the firm's debts: they sit with a bank, a money market fund or a depositary, outside the firm's estate. If the firm cannot return them, the Investor Compensation Fund pays 90% of the claim, up to €20 000 per eligible client.

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## Factual claims

- The parameters below are fixed by ZPFI, IFR or the FSC tariff and, since 2026, are all denominated in euro.
- Services 3 and 6 put the balance sheet at risk and carry the full €750 000; the others are priced by whether the firm touches client assets.
- Bulgarian law sets initial capital by the firm's activities.
- Because a new firm applies the fixed overheads requirement to its projections (art. 13(3) IFR), the own funds needed at licensing are the higher of the art. 10 tier and a quarter of the projected first-year fixed overheads.
- An adviser without client assets can qualify for Class 3, where the regime is lightest.
- The prudential framework itself is under review at the advisory stage: the EBA and ESMA published technical advice on 15 October 2025, and no Commission proposal to amend the IFR or the IFD had been published by 24 September 2026.
- The licensing procedure is fixed by arts 17–19 ZPFI, and its time limits bind the regulator as well as the applicant.
- The firm is managed and represented jointly by at least two persons who meet the requirements of arts 13–14 ZPFI, and they may not hand overall management to one of them (art. 12).

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