BULGARIA Law and Practice Contributed by: George Chisuse, Ivelin Vassilev, Stephany Valcheva and Daniel Kolev, VC Law
7. Tokenisation and Real-World Assets 7.1 Treatment Tokenised assets and RWA crypto are not regulated more lightly simply because they are placed on block- chain. The regulatory treatment depends on what the token represents and what rights it gives to the holder. If the token represents a financial instrument, such as a share, bond or fund unit, the traditional financial- services framework will apply. If it represents another type of real-world asset or contractual right, MiCA may be applicable, but the legal rules governing the underlying asset will still need to be respected. The practical consequence is that tokenisation usu- ally adds a regulatory layer rather than replacing the existing one. For example, a token linked to real estate does not itself transfer ownership of the real estate unless the formal requirements under Bulgarian prop- erty law are met. A token linked to receivables will not automatically perfect an assignment or security interest unless the ordinary civil-law requirements are satisfied. For RWA projects in Bulgaria, the issuer should iden- tify the underlying asset, the rights attached to the token, how those rights are created and enforced, who holds the underlying asset, whether the token is transferable, whether investors receive economic exposure or actual ownership, and whether any regu- lated service is being provided around the token. The blockchain record can be useful for transparency and transferability, but it does not replace the legal mechanics needed to create, transfer or enforce rights in the underlying asset.
A particularly important restriction is the prohibition on interest. Issuers of ARTs and EMTs must not grant interest or any other benefit linked to the length of time for which a holder holds the token. This prevents stablecoins from being marketed as interest-bearing deposits or investment products. MiCA treats any remuneration or benefit linked to the holding period as interest. 6.2.4 Special Considerations Yes, ARTs and EMTs that reach a certain scale or importance may be classified as significant. This is the EU mechanism for dealing with stablecoins that may raise systemic, monetary policy, financial stability or user-protection concerns. The assessment takes into account factors such as the number of holders, market value, transaction volumes, cross-border activity, use as a means of exchange, interconnectedness with the financial system and the size of the reserve. If a stablecoin is classified as sig- nificant, it becomes subject to more intensive supervi- sion, with the EBA taking a central role. Significant ARTs and EMTs are subject to stricter requirements than ordinary stablecoins. These may include enhanced own funds, liquidity management, stress testing, governance, reporting, recovery and redemption planning, and closer scrutiny of reserve assets. Supervisory colleges may also be established where the token has cross-border importance. In Bulgaria, there is no separate systemic-stablecoin regime. The MiCA framework applies directly. A Bul- garian issuer or a stablecoin offered into Bulgaria would therefore need to monitor whether the token could meet the significance criteria, especially if it is used at scale for payments, settlement, client bal- ances or cross-border transfers.
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