BULGARIA Law and Practice Contributed by: Nikolay Cvetanov, Boris Lazarov, Asen Apostolov and Patrizia Foffo, Penkov, Markov & Partners
3. Changes in Control 3.1 Requirements for Acquiring or Increasing Control Over a Bank In the event of a change of control over a bank, consisting of the acquisition of shares or vot - ing rights related to shares by an individual or legal entity as well as persons acting in con - cert, whereby as a result of the acquisition their shareholding becomes qualifying (10% or more of the shares) or if this shareholding would reach or exceed the thresholds of 20%, 33% or 50% of the shares or the voting rights related to the shares, or if the bank would become a subsidi - ary, a prior written approval of the BNB is man - datory as a condition precedent for completion of the acquisition. If such an acquisition occurs as a result of objec - tive circumstances beyond the person’s con - trol, the acquirers shall nevertheless obtain an approval from the BNB. Otherwise, the voting rights attached to the shares so acquired shall be suspended and such shares shall not be counted against the quorum of the general meeting of the shareholders of the bank. In case the acquirer is a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm or a managing company authorised in another mem - ber state, a parent undertaking of such or a per - son exercising control over such, the BNB shall hold preliminary consultations and co-operate with the competent supervising authority of the home member state. The application shall specify whether the planned acquisition is a primary acquisition or an increase of the holding in the share capital, direct or indirect, if the applicant is acquiring on their own or with other persons acting in concert, as well as information about the bank shares owned by the applicant, the number of
within the territory of the Republic of Bulgaria. The exclusive banking activities include taking deposits or other repayable funds from the pub - lic, accepting valuables on deposit and acting as depositary or trustee institution. The non-exclusive banking activities may be carried out by a bank, if they are included in its licence, as well as by other legal entities – eg, financial institutions, payment service provid - ers under the PSPSA, investment intermediar - ies under the Financial Instruments Market Act, electronic money companies under the PSPSA, etc, and include provision of payment services, issue and administration of other means of pay - ment (travellers’ cheques and letters of credit), financial leasing, guarantee transactions, trading for own account or for account of customers in foreign exchange and precious metals, money broking, acquisition of accounts receivable on loans and other types of financing, issuing of electronic money and any other activities, speci - fied by the CIA or an ordinance of the BNB. Obtaining a European Passport If a bank is licensed in an EU-state, it may carry on directly or through a branch within the ter - ritory of the Republic of Bulgaria the activities, which are included in its domestic licence, after BNB has been notified by the competent author - ity which has granted the licence. If a bank is licensed in the Republic of Bulgaria, it may carry on bank activities within the territory of another EU state after it has notified BNB, in written form, of its intention to establish a branch within the territory of another EU state.
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