A Bulgarian company that lends its own funds, carries out financial leasing, issues guarantees, or performs certain factoring activities may need entry in the Bulgarian National Bank (BNB) register before it starts business. That entry is a regulatory registration under Article 3a of the Credit Institutions Act—not a banking licence and not a universal authorisation for every fintech product.

The distinction matters. Taking deposits, providing payment services, issuing electronic money, offering investment services, servicing regulated credit portfolios, crowdfunding, and crypto-asset services may fall under separate regimes. A founder should classify the actual product, money flow, customer, and funding model before incorporating around the label “financial institution.”

Financial regulation and BNB forms can change. This guide reflects official sources available on 1 August 2026, provides general information, and does not replace legal advice or a pre-filing discussion with the competent authority.

Financial Institution Registration at a Glance

Registration Is Not a Banking Licence

The Credit Institutions Act reserves the taking of deposits or other repayable funds from the public to licensed banks and qualifying EEA banks. An Article 3a company therefore cannot fund its lending book by taking deposits from the public.

Nor does register entry allow the company to describe itself as a bank. It confirms that the entity satisfies the requirements for the particular non-bank financial activities covered by Article 3a and brings it within BNB registration, reporting, and control.

The BNB describes this expressly as a registration rather than licensing regime on its financial institutions register page. The register is public, so counterparties can verify whether an entity is entered and which activities appear in its record.

Which Activities Require Article 3a Entry?

Registration is required before a Bulgarian entity carries out one or more of the following activities by occupation and on a significant basis:

• lending with funds that have not been raised through deposits or other repayable funds from the public
• financial leasing
• guarantee transactions
• acquiring claims under loans or other financing, including relevant factoring and forfaiting, except where the activity falls within the separate Credit Servicers and Credit Purchasers Act
• acquiring holdings in credit institutions or financial institutions

Article 3 of the Act contains a broader definition of “financial institution,” but that broader list should not be mistaken for the narrower set that triggers Article 3a registration. For example, a product may instead require a payment, investment, insurance, or another sector-specific authorisation.

The 30% Significance Test

Under BNB Ordinance No. 26, an activity is significant where at least one of these ratios is 30% or more:

1. net revenue from the Article 3a activities divided by the entity's total net revenue; or
2. the carrying amount of assets connected with those activities divided by total assets.

For a new entity, the calculation is made after its first two quarterly reporting periods following registration. The Ordinance also contains limited exceptions, including specified financing activities conducted only with related persons and a possible written BNB exemption for activities funded for targeted EU projects or programmes. These are fact-specific exceptions, not a general way to avoid registration.

Entity, Capital, Management, and Ownership Requirements

A Bulgarian applicant must be commercially registered as an EOOD or OOD limited-liability company, an AD/EAD joint-stock company, or a KDA partnership limited by shares. Its stated object must expressly include the Article 3a activity it will conduct, and its principal business activity must be carried on in Bulgaria.

Any shares issued by an AD/EAD or KDA for this purpose must be registered shares.

Our company registration guide explains the incorporation process. Incorporation alone does not authorise regulated financial activity; the business should not begin the covered activity until BNB entry is complete.

Capital and Own Funds

Ordinance No. 26 sets a minimum paid-in capital of BGN 1,000,000. Following Bulgaria's euro adoption on 1 January 2026, that statutory amount converts to EUR 511,291.88 at the irrevocable rate of EUR 1 = BGN 1.95583 established by Council Regulation (EC) No. 2866/98.

Contributions up to the minimum must be monetary, made with the contributor's own funds, and supported by evidence of a clear and lawful source. An existing company must demonstrate both paid-in capital and own funds at or above the threshold. The institution must maintain the required own funds after registration; capital is not merely an entry-ticket figure.

Managers and Representatives

Managers, executive representatives, and authorised representatives are assessed for education, relevant experience, and reputation. Ordinance No. 26 requires higher education and at least three years' professional experience in economics, law, finance, or informatics. Criminal-history, insolvency-management, disqualification, tax and social-security, and sanctions-related checks also form part of the file.

The BNB separately assesses direct and indirect qualifying holders and ultimate beneficial owners. Individuals must show integrity, reliability, financial stability, and the source of investment funds. Legal-entity owners must submit corporate status, representatives, financial statements, and funding evidence. Opaque ownership chains, nominee arrangements, or unexplained shareholder loans are likely to delay or undermine an application.

Documents for BNB Registration

The current BNB registration forms page publishes the application, registration form, owner and manager questionnaires, declarations, and technical user forms. A typical file includes:

• the signed application and BNB registration form
• certified articles of association or another founding document
• evidence of paid-in capital, own funds, and their lawful source
• direct shareholder/member list, indirect qualifying-holding information, and ultimate beneficial-owner details
• manager, representative, and authorised-representative questionnaires and supporting records
• identity, criminal-record, education, experience, tax, and social-security documents, as applicable
• financial statements and audit reports for the previous two years where the applicant already exists
• planned operating addresses
• proof of the registration fee
• powers of attorney and system-access documents where relevant

Some prescribed information is submitted both on paper and electronically with a qualified electronic signature. BNB may request additional evidence. Foreign official documents generally require a Bulgarian translation and, where applicable, apostille or legalisation.

Is a Three-Year Business Plan or AML Manual an Initial Attachment?

Article 6 of Ordinance No. 26 does not list a three-year business plan, a pre-approved anti-money-laundering manual, or complete internal operating rules among the standard initial attachments. That does not make operational planning optional. It means applicants should not confuse a practical readiness file with the Ordinance's prescribed application list.

A credible forecast, funding plan, customer journey, credit policy, governance map, and technology/control design remain essential for testing the model and answering any further BNB questions. After entry, the institution must adopt written management rules covering organisation, responsibilities, procedures, internal control, and accounting, and submit them within the period prescribed by the Ordinance. Applicable anti-money-laundering, counter-terrorist-financing, sanctions, customer-due-diligence, and data-protection controls must be implemented before customers are onboarded.

Registration Process, Timing, and Fees

1. Classify the product. Map the contractual service, customer funds, funding source, settlement flow, and any third-party portfolio servicing. Confirm whether Article 3a or another regime applies.
2. Build the legal and ownership structure. Select an eligible company form, put the exact regulated activity in its object, document every qualifying holder, and establish the Bulgarian operating substance.
3. Capitalise the company. Pay the required capital from traceable own funds and assemble bank, accounting, tax, and source-of-funds evidence.
4. Appoint eligible leadership. Verify education, experience, reputation, criminal-record, and financial-standing evidence before filing questionnaires.
5. Complete the BNB forms. Reconcile names, percentages, dates, ownership diagrams, financial statements, and declarations across the paper and electronic package.
6. File and answer questions. BNB may require further material where evidence is missing, inconsistent, or insufficient.

The statutory period is 30 days from receipt of the application and all necessary documents, not necessarily 30 days from the first submission. Missing, incomplete, contradictory, or inaccurate information can lead to refusal.

Ordinance No. 26 states a registration fee of BGN 3,000, equivalent to EUR 1,533.88 at the fixed rate. Because the published Ordinance retains lev wording, confirm the current account, euro amount, payment reference, and instructions with BNB immediately before transfer.

Foreign Financial Institutions

Do not assume either automatic EU passporting or a blanket prohibition on cross-border entry. Articles 24 and 27 of the Credit Institutions Act contain notification routes for qualifying financial institutions from another Member State in defined circumstances. Entry may depend on BNB receiving a certificate or notification from the home competent authority, and sector-specific passport rules may apply instead.

The route therefore depends on the foreign institution's permissions, ownership and consolidated-supervision position, exact activity, and home-state authority. A foreign provider that does not meet a statutory notification route may need a Bulgarian entity and local registration or a different licence. Foreign founders considering local establishment can also review our guide to business in Bulgaria for foreigners.

Ongoing Reporting, Changes, and BNB Control

Registration creates continuing obligations. In particular, an institution should plan for:

• notice to BNB generally within 15 days when a registered fact, activity, owner, manager, address, or filed document changes, using the current change forms
• quarterly and annual financial returns, generally due by the 20th day of the following month, using BNB's current financial-institution reporting forms
• continued compliance with the capital, own-funds, management, ownership, internal-control, AML, and recordkeeping requirements
• retention of accounting records, activity information, and contracts for at least five years from the end of the relevant relationship
• cooperation with BNB document requests, off-site reviews, and on-site inspections

BNB may delete an institution on its request or on statutory grounds. These include failure to start within six months, stopping activity for more than six months, loss of registration requirements, false filing information, serious reporting or Central Credit Register failures, AML breaches, failure to restore own funds, or refusal to cooperate. After deletion, the company must stop the Article 3a activity; Ordinance No. 26 generally prevents a fresh application for six months.

If the activity ceases to be significant for more than one year, the Ordinance provides for deletion. A material pivot should therefore be analysed and reported rather than left to emerge from annual accounts.

The Fintech Boundary

A mobile app, automated scoring, or use of blockchain does not determine the licence. Regulators look at the legal and economic service being provided.

Common Mistakes and a Pre-Filing Checklist

Common failures include using the broad Article 3 definition as the registration checklist, treating register entry as a fintech licence, relying on borrowed or poorly evidenced capital, appointing managers without the prescribed experience, and submitting ownership percentages that do not reconcile. Starting lending before registration or overlooking later change notices creates additional enforcement risk.

Before filing, confirm that:

• the product classification and significance calculation are documented
• the company form, object, and Bulgarian principal activity satisfy Article 3a
• capital and own funds meet the threshold and have a traceable lawful source
• all direct, indirect, and beneficial owners are mapped
• every manager and representative meets the qualification and reputation tests
• paper and electronic forms contain identical, current information
• foreign documents are translated and authenticated correctly
• the operating model includes accounting, reporting, AML, complaints, data, and internal-control readiness
• no part of the model requires a separate BNB, FSC, or other authorisation

Lion Consult can help classify the proposed model, structure the Bulgarian company, coordinate the Article 3a registration file, and align ownership and operating documents with the BNB requirements. Contact our team before launch for a scope-based review.

This article is an informational overview, not legal, regulatory, tax, accounting, or investment advice. Obtain advice for the specific product, funding structure, customers, ownership, and cross-border footprint, and confirm current forms and payment instructions with BNB before filing.

Frequently Asked Questions

Is BNB financial institution registration the same as a banking licence?

No. Article 3a establishes a registration regime for specified non-bank financial activities. It does not authorise deposit-taking, use of the term bank, or activities requiring a separate payment, electronic-money, investment, credit-servicing, crowdfunding, or crypto-asset authorisation.

Which activities require Article 3a registration in Bulgaria?

The covered categories are own-funds lending, financial leasing, guarantee transactions, specified acquisition of financing claims including relevant factoring and forfaiting, and acquisition of holdings in credit or financial institutions, when conducted by occupation and on a significant basis.

What is the minimum capital for registration?

BNB Ordinance No. 26 sets minimum paid-in capital and continuing own funds of BGN 1,000,000, equivalent to EUR 511,291.88 at Bulgaria's fixed euro conversion rate. Contributions up to the minimum must be monetary, from the contributor's own funds, and supported by lawful source-of-funds evidence.

What qualifications must managers of a Bulgarian financial institution have?

Managers and representatives must have higher education, at least three years of relevant experience in economics, law, finance, or informatics, and satisfy the Ordinance's criminal-history, insolvency, disqualification, sanctions, qualification, experience, and reputation tests.

Is a three-year business plan or AML manual required with the initial application?

Neither document appears in the standard initial attachment list under Article 6 of Ordinance No. 26, although BNB may request further evidence. Operational planning and applicable AML controls remain essential, and prescribed internal management rules must be adopted and submitted after registration.

How long does registration take and what is the fee?

BNB has 30 days after receiving the application and all necessary documents. Ordinance No. 26 states a BGN 3,000 fee, equivalent to EUR 1,533.88; applicants should confirm the current euro amount, account, reference, and payment instructions before filing.

What obligations continue after registration?

The institution must maintain capital and eligibility requirements, notify relevant changes generally within 15 days, submit quarterly and annual BNB returns, maintain internal and AML controls, preserve records, and cooperate with BNB reviews and inspections.