An investment firm in Bulgaria must be organised as a Joint Stock Company (АД — Акционерно дружество). A Limited Liability Company (ООД) cannot hold a MiFID II investment firm licence under Bulgarian law. The AD requires a minimum share capital of BGN 50,000 (~€25,000) as a company formation requirement — separate from and in addition to the minimum capital required for the investment firm licence itself.
Forex Licence in Bulgaria
MiFID II Investment Firm Authorisation — Your EU Licence for Forex, CFD & FX Trading Operations
FSC Regulated
MiFID II Compliant
EU Passporting
From €125,000 Capital
KEY FIGURES
€125K Minimum capital (limited authorisation)
€730K Minimum capital (full authorisation)
6–12 Months — typical application timeline
27 EU member states covered by passporting
Forex licence in Bulgaria — what it is and who needs it
A Forex licence in Bulgaria is formally known as an Investment Firm Authorisation under the Markets in Financial Instruments Directive II (MiFID II). It is issued by the Financial Supervision Commission (FSC — Комисия за финансов надзор) and authorises a Bulgarian company to provide investment services — including the execution of orders in currency pairs (Forex), contracts for difference (CFDs), and other financial instruments — to retail and professional clients.
A Bulgarian investment firm authorisation carries the same regulatory standing as an investment firm licence issued by any other EU member state regulator — because it is issued under the same EU legislative framework (MiFID II). This means a Bulgarian Forex licence holder can passport its services across all 27 EU member states without obtaining separate national licences in each country.
MiFID II IN BULGARIA: MiFID II (Directive 2014/65/EU) is implemented in Bulgarian law through the Markets in Financial Instruments Act (Закон за пазарите на финансови инструменти — ЗПФИ). The FSC supervises compliance with MiFID II obligations for all Bulgarian-authorised investment firms. Bulgarian investment firms are also subject to the Investment Firms Regulation (IFR) and Investment Firms Directive (IFD), which introduced the prudential framework for investment firms (replacing the CRR/CRD for most non-bank investment firms from June 2021).
Authorisation classes & capital requirements
MiFID II divides investment firms into three classes based on the nature and scope of services provided. The class determines the minimum capital requirement and the applicable prudential regime. Most Forex and CFD brokers fall into Class 1 or Class 2.
| Category | Description | Min. capital | Authorisation scope |
|---|---|---|---|
| Class 1 — Dealing on own account | Investment firms that deal on their own account (proprietary trading) or underwrite financial instruments. Highest capital requirement. | €730,000 | Full MiFID II authorisation with all passporting rights |
| Class 2 — Standard investment firm | Firms that hold client assets or money, execute orders on behalf of clients, or provide portfolio management. Includes most retail Forex and CFD brokers operating standard models. | €730,000 | Full MiFID II authorisation with all passporting rights |
| Class 3 — Limited authorisation | Firms that receive and transmit orders (RTO) or provide investment advice only — without holding client money or assets and without dealing on own account. | €125,000 | Limited MiFID II authorisation — some activity restrictions apply |
| Tied agent / introducer model | For companies that introduce clients to a fully authorised investment firm (the principal) without themselves executing transactions or holding client assets. No direct MiFID II authorisation required. | None | Tied agent registration — full liability rests with the principal firm |
Investment services and instruments covered
The Forex licence authorises the firm to provide specific investment services in relation to specific financial instruments. The application must specify exactly which services the firm intends to provide — the authorisation scope is specific and cannot be exceeded without a variation of licence. The table below lists all MiFID II investment services and the capital class applicable to each.
| Investment service | Description | Capital class |
|---|---|---|
| Reception and transmission of orders (RTO) | Receiving client orders and transmitting them to another investment firm for execution. The foundation of introducing broker models. | Class 3 (€125K) |
| Execution of orders on behalf of clients | Executing client orders in financial instruments directly on trading venues or via market makers. Core activity of a Forex/CFD broker. | Class 2 (€730K) |
| Dealing on own account | Trading financial instruments using the firm’s own capital — market making, B-book models, proprietary trading. | Class 1 (€730K) |
| Portfolio management | Managing portfolios of financial instruments on a discretionary basis on behalf of clients. | Class 2 (€730K) |
| Investment advice | Providing personalised recommendations to clients on specific financial instruments. | Class 3 (€125K) |
| Underwriting of financial instruments | Committing to acquire unsold instruments from an issuer — relevant for capital markets activities. | Class 1 (€730K) |
| Operation of a multilateral trading facility (MTF) | Operating an internal matching system or alternative trading venue. Relevant for firms running their own exchange-like infrastructure. | Class 1 (€730K) |
| Safekeeping and administration of financial instruments | Holding and administering client financial instruments — relevant for custodians and prime brokers. | Class 2 (€730K) |
FINANCIAL INSTRUMENTS SCOPE: A Bulgarian MiFID II investment firm can be authorised in relation to: transferable securities, money market instruments, units in collective investment undertakings, options and futures (including currency options and futures), swaps (including FX swaps), contracts for difference (CFDs), and foreign exchange instruments where connected to investment services. Pure spot FX transactions (settlement within T+2) are not financial instruments under MiFID II — they do not require MiFID II authorisation.
Application requirements — what the FSC needs
The investment firm licence application is one of the most document-intensive regulatory applications in the financial services sector. A complete application package typically runs to several hundred pages. The table below sets out all mandatory requirements.
- Registered Bulgarian company (AD) — A Bulgarian Joint Stock Company (АД — Акционерно дружество) is the required legal form for an FSC-authorised investment firm. An OOD (LLC) cannot hold a MiFID II investment firm licence in Bulgaria.
- Minimum share capital — Paid-up share capital meeting the applicable minimum — €125,000 for Class 3, €730,000 for Class 1 and 2. Capital must be paid up in full and held in a Bulgarian bank account at the time of application.
- Management body — fit & proper — Senior management (typically at least two approved persons) must satisfy the FSC’s fit and proper criteria — relevant professional experience (typically 5+ years in financial services), clean criminal record, absence of conflicts of interest, and sufficient time commitment.
- Compliance function — A designated compliance officer responsible for ensuring adherence to MiFID II obligations, EMIR, and Bulgarian investment business law. Must be approved by the FSC.
- Risk management function — An independent risk management function responsible for identifying, measuring, and managing the firm’s market, credit, operational, and liquidity risks.
- Internal audit function — An independent internal audit function assessing the adequacy and effectiveness of the firm’s systems and controls. May be outsourced for smaller firms with FSC approval.
- AML compliance programme — A fully documented AML/CFT programme compliant with the Bulgarian Measures Against Money Laundering Act and EU AML Directives. Required before licence issuance.
- IT systems & trading platform — Documented description of the firm’s IT infrastructure, trading platform, cybersecurity measures, order management system, and business continuity arrangements.
- Business plan & financial projections — A detailed 3-year business plan covering business model, target markets, revenue projections, capital adequacy projections, and strategy for meeting ongoing regulatory requirements.
- Client asset segregation procedures — For firms holding client money or assets — documented procedures for segregating client assets from firm assets, maintaining client money records, and reconciling client positions.
- Physical office in Bulgaria — A genuine operational presence in Bulgaria — physical office space, appropriate infrastructure, and at least the compliance function (and ideally senior management) based in Bulgaria.
COMPLETENESS IS CRITICAL: The FSC’s statutory 6-month review period only begins once the application is deemed complete. Incomplete applications — missing management CVs, inadequate business plans, or underdeveloped compliance policies — trigger supplementary questions that restart or pause the clock. Bulgaria for Business VCC prepares applications to FSC standards to avoid avoidable delays. We have experience of what the FSC expects and what it will challenge.
The application process — step by step
From the initial decision to pursue a Bulgarian Forex licence through to the first day of authorised operations, the process follows a defined sequence. Bulgaria for Business VCC manages every step on behalf of the applicant.
1
Regulatory assessment & feasibility
We assess your business model, intended services, target markets, and management background against FSC requirements. We confirm the applicable authorisation class, minimum capital, and key preparatory steps before application.
Free initial assessment — typically 1–2 business days
2
Company formation (AD)
Formation of the Bulgarian Joint Stock Company (АД) — Articles of Association, founding general meeting, management board appointment, and share capital deposit at a Bulgarian bank.
2–4 weeks — managed by our corporate team
3
Application documentation preparation
Preparation of the full application package: business plan, financial projections, organisational structure, management CVs (approved persons questionnaires), compliance manual, AML programme, IT assessment, client agreement templates, risk management policy, and all ancillary documents.
6–10 weeks — managed by our regulatory team
4
Internal review & quality check
The completed application package is reviewed internally against the FSC’s published requirements and our experience of FSC expectations — before submission. Any gaps are addressed before filing.
1–2 weeks internal review
5
Application submission to FSC
The complete application is submitted to the FSC electronically and in hard copy as required. The official application fee is paid. The FSC issues an acknowledgement of receipt and begins the formal review.
Submission within 1 week of final package completion
6
FSC review & supplementary questions
The FSC reviews the application over a 6-month period. During this period, the FSC typically issues one or more rounds of supplementary questions. We prepare and submit timely, well-framed responses on your behalf.
6–12 months from submission — we manage all FSC correspondence
7
Licence issuance
Upon approval, the FSC issues the investment firm authorisation and publishes the firm in the public register of authorised investment firms. The firm may begin operating from the date of authorisation.
Authorisation published in the FSC public register
8
Post-licence setup — systems & passporting
Following authorisation: trading platform setup and FSC notification, client onboarding system launch, passporting notifications to target EU member states, and transition to ongoing compliance regime.
1–3 months post-authorisation — we manage the full setup
Ongoing obligations after licence issuance
A Bulgarian investment firm licence is not a one-time achievement — it carries substantial ongoing compliance obligations. Failure to maintain these obligations can result in regulatory sanctions, restriction of activities, or licence revocation. Bulgaria for Business VCC provides ongoing compliance support for all regulated investment firm clients.
| Ongoing obligation | Details |
|---|---|
| Capital adequacy monitoring | Ongoing maintenance of minimum capital requirements. Monthly capital adequacy calculations and reporting. Immediate notification to FSC if capital falls below threshold. |
| Prudential reporting to FSC | Quarterly and annual prudential reports (own funds, exposures, leverage) submitted to the FSC in accordance with IFR/IFD (Investment Firms Regulation/Directive). |
| Transaction reporting (EMIR/MiFIR) | Trade reporting obligations for OTC derivative transactions under EMIR and transaction reporting under MiFIR for all executed orders in financial instruments. |
| Best execution policy & monitoring | Documented best execution policy and regular review of execution quality across trading venues and liquidity providers. Annual public disclosure of top five venues. |
| Client suitability & appropriateness | Assessment of retail client suitability (portfolio management, investment advice) and appropriateness (complex instruments) before executing transactions. Documented records. |
| Product governance | Compliance with MiFID II product governance requirements — target market definition, product approval process, and ongoing monitoring of products offered to clients. |
| AML ongoing compliance | Annual AML risk assessment review, ongoing customer due diligence, suspicious transaction monitoring, and filing of suspicious activity reports with DANS. |
| Annual statutory audit | Annual audit by a licensed Bulgarian auditor — audited financial statements submitted to the FSC. The auditor also reviews the adequacy of internal controls. |
| Regulatory change management | Ongoing monitoring of MiFID II, EMIR, ESMA guidance, and FSC regulatory developments — implementing required changes to policies, systems, and procedures. |
Cost overview
The costs associated with a Bulgarian Forex licence fall into three categories: one-off application costs (preparation, company formation, official fees), capital commitment (the minimum capital requirement — a balance sheet item, not a fee), and ongoing annual compliance costs. The table below provides an overview of all cost components.
| Item | Description | Cost (excl. VAT) |
|---|---|---|
| Company formation (AD — Joint Stock Company) | Formation of the Bulgarian AD required for investment firm authorisation — Articles of Association, management board, share capital deposit. | From €500 |
| FSC application fee (state fee) | Official application fee payable to the Financial Supervision Commission upon submission of the investment firm licence application. | ~BGN 2,000–5,000 (~€1,000–2,500) |
| Bulgaria for Business VCC — application preparation | Full application package preparation: business plan, organisational policies, compliance manual, AML programme, management CVs, IT assessment, and all supporting documentation. | From €5,000 |
| Bulgaria for Business VCC — FSC liaison & management | Managing all FSC correspondence, responding to supplementary questions, and shepherding the application through the review process to approval. | From €150/hr (included in package) |
| Legal address & physical office setup | Genuine physical office arrangement in Bulgaria — legal address, office space advisory, and operational setup assistance. | From €400/yr (legal address) |
| AML compliance programme | Design and implementation of the AML/CFT programme required for the licence application. | From €1,500 |
| Minimum share capital (Class 3) | Paid-up capital to be deposited in a Bulgarian bank account — not a fee, but a capital commitment. | €125,000 |
| Minimum share capital (Class 1 & 2) | Paid-up capital to be deposited in a Bulgarian bank account — not a fee, but a capital commitment. | €730,000 |
| Ongoing compliance support (annual retainer) | Post-licence ongoing compliance: regulatory reporting, capital monitoring, AML review, policy updates, and regulatory change management. | From €2,000/mo |
| Annual statutory audit | Annual audit of the investment firm’s financial statements by a licensed Bulgarian auditor. | From €3,000/yr |
All professional fees exclude Bulgarian VAT (20%). The minimum share capital is not a fee — it is a regulatory capital requirement that must be maintained on the company’s balance sheet. Official FSC fees are paid directly to the FSC and are not included in Bulgaria for Business VCC service fees. A full cost and capital plan is provided at the regulatory assessment stage.
Frequently asked questions — Forex licence
Key questions answered for foreign entrepreneurs considering a Bulgarian Forex licence.
Yes. A Bulgarian MiFID II investment firm can passport its services across all 27 EU member states under the freedom of services or through the establishment of a branch. The passporting process involves notifying the FSC, which then notifies the host state regulator. Under freedom of services, the firm can typically begin providing services in the host state within 2 months of the passporting notification, subject to no objection from the host regulator.
An A-book model involves the broker passing all client trades through to a liquidity provider or interbank market — executing orders on behalf of clients. A B-book model involves the broker taking the opposite side of client trades — dealing on own account. The B-book model requires a Class 1 authorisation (€730,000 capital) rather than Class 2, as it involves dealing on own account. Many brokers operate a hybrid (STP/hybrid) model — the licence application must accurately describe the intended execution model.
The FSC has a statutory review period of 6 months from receipt of a complete application. In practice, the FSC frequently issues rounds of supplementary questions during the review period, which pause the statutory clock — meaning the total calendar time from application submission to licence issuance typically ranges from 6 to 12 months for well-prepared applications. Applications with material deficiencies or incomplete substance can take significantly longer.
MiFID II client protection requirements include: client classification (retail, professional, eligible counterparty); suitability and appropriateness assessments; best execution obligations; product governance; cost and charges disclosure (PRIIPs KID for retail clients); leverage limits for retail clients (ESMA guidelines implemented in Bulgaria); negative balance protection for retail clients; and prohibition on certain inducements. Bulgaria implements all ESMA product intervention measures — including leverage limits — as they apply in other EU member states.
Yes. Bulgaria, as an EU member state, applies ESMA’s product intervention measures on CFDs, which restrict leverage for retail clients: 30:1 for major currency pairs, 20:1 for non-major currency pairs, gold, and major indices, 10:1 for commodities other than gold and non-major equity indices, 5:1 for individual equities and other reference values, and 2:1 for cryptocurrencies. These are the maximum retail leverage limits. Professional clients are not subject to these leverage caps.
Not directly — the FSC requires that the management of an investment firm (at minimum two approved persons in management roles) demonstrate relevant professional experience in financial services. There is no strict numerical threshold specified in the law, but the FSC expects senior management to have meaningful hands-on experience in the investment services sector. Founders without this background can appoint experienced financial services professionals as management — who then satisfy the FSC’s fit and proper criteria alongside the founders.
The firm must immediately notify the FSC and submit a capital recovery plan. If capital is not restored to the minimum within the timeframe agreed with the FSC, the regulator may impose conditions, restrict the firm’s activities, or ultimately revoke the licence. Bulgaria for Business VCC monitors capital adequacy on an ongoing basis for all regulated clients and provides early warning of any capital adequacy concerns.
Start your Forex licence application in Bulgaria
Free regulatory assessment — we confirm the right authorisation class for your business model, outline the full requirements, and provide a fixed-fee proposal for the application process.
Class 3 from €125,000 capital
Class 1 & 2 from €730,000 capital
Application support from €5,000
Class 1 & 2 from €730,000 capital
Application support from €5,000
Bulgaria for Business VCC — Your Trusted Partner for Business Expansion into Bulgaria and the European Union. Regulatory requirements, capital thresholds, and licensing timelines are correct as of 2024–2025 and are subject to legislative and regulatory change. This document is for general information only and does not constitute legal or regulatory advice. Seek specific professional advice before submitting a regulatory application.