Name of law a law amending the law on public offering of Securities Act Name of Bill a bill amending and supplementing the law on public offering of securities to the date of acceptance 19/05/2016 number/year Official Gazette Decree No 42/2016 160
On the grounds of art. 98, paragraph 4 of the Constitution of the Republic of Bulgaria
I DECLARE:
To be published in the Official Gazette the law amending the law on public offering of Securities Act, passed by the National Assembly of HLIIÌ May 19, 2016.
Issued in Sofia on 31 May 2016.
The President of the Republic: Rosen Plevneliev
Stamped with the State seal.
Minister of Justice: Catherine Dana
LAW
amending the law on public offering of Securities Act (promulgated, SG. 114 since 1999; amend., SG. 63 and 92 of 2000, issue 28, 61, 93 and 101 in 2002, no. 8, 31, 67 and 71 in 2003, 37/2004, no. 19, 31, 39, 103 and 105 by 2005, issue 30 , 33, 34, 59, 63, 80, 84, 86 and 105, 2006, issue. 25, 52, 53 and 109 from 2007, PCs. 67 and 69 by 2008, PCs. 23, 24, 42 and 93 from 2009, PCs. 43 and 101 of 2010, PC. 57 and 77 from 2011, issue. 21, 94 and 103 by 2012 PCs. 109 by 2013, PCs. 34, 61, 62, 95 and 102 of 2015 and St. 33 by 2016)
§ 1. In art. 77 w, al. 1 make the following amendments and additions:
1. In paragraph 5, the words "sending State" shall be replaced by ' the Member State of origin ".
2. In paragraph 6:
(a)) in the text before paragraph (a), the words "sending State" shall be replaced by "Member State";
(b)) in (c), the words "31 December 2003" shall be replaced by ' November 26, 2013 ", the words" sending State "shall be replaced by ' the Member State of origin" and add "or in accordance with art. 100 k, al. 2, paragraph 1 (c).
3. In paragraph 7, the words "sending State" shall be replaced by ' the Member State of origin ".
§ 2. In art. 91 everywhere the words "sending State" shall be replaced by "Member State".
§ 3. In art. 92 in, al. 1 the words "sending State" shall be replaced by "Member State".
§ 4. In art. 92 everywhere the words "sending State" shall be replaced by ' the Member State of origin ".
§ 5. In art. 92 (e) is hereby amended as follows:
1. In paragraph 8. 1, 2 and 3 the words "sending State" shall be replaced by ' the Member State of origin ".
2. in the Al. 4 the word "home" is replaced by "Member State of origin".
§ 6. In art. 92 is all the words "sending State" shall be replaced by ' the Member State of origin ".
§ 7. In art. 92 (g) is hereby amended as follows:
1. In paragraph 8. 2 the words "sending countries" shall be replaced by "Member State of origin".
2. in the Al. 3 the words "sending State" shall be replaced by ' the Member State of origin ", and the words" sending State "shall be replaced by" Member State ".
3. in the Al. 4, the words "sending State" shall be replaced by ' the Member State of origin ".
§ 8. In art. 100 g, para. 1, paragraph 1, after the words "reporting issuer" is added, and the notifications referred to in art. 100o1, where applicable.
§ 9. In art. 100 k make the following amendments and additions:
1. In paragraph 8. 1 the words "sending State" shall be replaced by "Member State".
2. in the Al. 2:
a) in paragraph 1:
AA) in the text before paragraph (a), the words "sending State" shall be replaced by "Member State";
BB) in subparagraph (a) "BB" shall be replaced by the following: "BB) for an issuer incorporated in a third country – the Member State chosen by the issuer between the Member States where its securities are admitted to trading on a regulated market; the choice of the Member State of origin shall be valid, unless the issuer has chosen a new Member State of origin in accordance with the letter "c" and revealed publicly that choice in accordance with para. 3; "
CC) (b) shall be replaced by the following:
"(b)) except in the cases referred to in (a) – the Member State in which the issuer's registered office is situated or in which its securities are admitted to trading on a regulated market, at the choice of the issuer; the issuer may choose only one Member State of origin, the choice is valid for a period of not less than three years, unless the securities are no longer admitted to trading on a regulated market in the Republic of Bulgaria or in another Member State or when within this three-year period the issuer shall fall within the scope of the letters "a" or "b"; "
yy) is created (c):
"in) to the issuer, whose securities are no longer admitted to trading on a regulated market in a Member State, designated in accordance with paragraph (a), subparagraph" BB "or letter" b ", but admitted to trade in one or more other Member States, the Member State in which the issuer's registered office is situated or in which its securities are admitted to trading on a regulated market , at the option of the issuer; "
b) in paragraph 2 the words "sending State" shall be replaced by ' the Member State of origin ".
3. Paragraph 3 is replaced by the following: "(3) the issuer shall disclose publicly its Member State of origin in accordance with para. 2, paragraph 1, letter "a" – "b" under the conditions and by the procedure of art. 100 t and 100 u. "
4. Al are created. 4 and 5:
"(4) the Emitent″t shall inform the Commission of its Member State of origin, where its registered office is in the territory of the Republic of Bulgaria, the competent authority of the Member State of origin and the competent authorities of each host Member State.
(5) where the issuer does not publicly disclose its Member State of origin determined under para. 2, paragraph 1, letter "a", "BB" or subparagraph (b), within three months from the date on which the issuer's securities were first admitted to trading on a regulated market, the Member State of origin, it is the Member State in which the issuer's securities are admitted to trading on a regulated market. When the issuer's securities are admitted to trading on regulated markets, located in or operating in more than one Member State, these Member States are Member States of origin of the issuer, the issuer chooses not until only one Member State of origin, in accordance with para. 2, paragraph 1, letter "a" – "b", and did not reveal this to the public. "
§ 10. In art. 100 m the following modifications are made:
1. In paragraph 8. 2 the words "disclosure" is replaced with "disclosure of notifications under art. and 100o1 ".
2. in the Al. 3, second sentence, the words ' data in ' shall be replaced by "data in notification and".
§ 11. In art. 100 n make the following amendments and additions:
1. In paragraph 8. 3 the figure "5" is replaced by "10".
2. in the Al. 4 item 3 shall be replaced by the following:
"3. a statement by the Auditor that has validated the annual financial report on the activities of the company issuer of securities, with an indication of his name and address for correspondence, to the effect that:
a) the financial statements drawn up in accordance with the applicable accounting standards, reflect a true and fair information on assets and liabilities, financial position and profit or loss of the issuer;
b) information relating to transactions with related parties is disclosed properly and disclosed in accordance with applicable accounting standards;
c) information relating to essential public company transactions for the reporting period was duly disclosed in the notes to the financial statements; ".
3. Paragraph 7 shall be amended as follows:
(7) the annual report must include in addition to the information in the accounting Act and:
1. statement of corporate governance;
2. other information determined by Ordinance. "
4. Al are created. 8, 9, 10, 11 and 12:
"(8) the Declaration on corporate governance an cation contains: 1. whether the issuer complied with as appropriate:
(a)) the corporate governance code, approved by the Deputy Chairman or
(b)) other corporate governance code;
c) information on the corporate governance practices applied by the issuer, in addition of the Code referred to in (a) or (b);
2. explanation on the part of the issuer which parts of the corporate governance code referred to in paragraph 1 (a) or (b) fails to comply with, and what are the reasons for this, according to where the issuer has decided not to rely on any of the rules of the corporate governance code – grounds for doing so;
3. Description of the main features of the internal control systems and risk management of the issuer in relation to the financial reporting process;
4. the information referred to in article 10, paragraph 1, letters "c", "d", "e", "h" and "and" of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids;
5. composition and functioning of the administrative, management and supervisory bodies and their committees, as well as
6. Description of the politics of diversity, applicable in respect of the administrative, management and supervisory bodies of the issuer in connection with aspects such as age, sex or education and professional experience, the objectives of this policy of diversity, the manner of its application and the results during the reporting period; When does not apply such a policy, the Declaration contains an explanation of the reasons for this.
(9) the code for corporate governance under para. 8, paragraph 1, subparagraph (a) shall be published on the Commission's website. Where the issuer has adopted to comply with the other code under para. 8, paragraph 1, point (b), in the corporate governance statement shall indicate where the relevant texts are available. In the cases referred to in para. 8, paragraph 1 (c) the issuer shall disclose publicly details of their corporate governance practices.
(10) Registered auditor who performs independent financial audit of the annual and consolidated financial statements, the audit report must express an opinion in al. 8, item 3 and 4 and verify that the information is presented in the Al. 8, items 1, 2, 5 and 6.
(11) the requirements of paragraphs 1 and 2. 8, items 1, 2, 5 and 6 shall not apply to only issuers which have issued securities other than shares admitted to trading on a regulated market, unless such issuers have issued shares which are traded on the multilateral trading system.
(12) the requirements of paragraphs 1 and 2. 8, item 6 shall not apply to small and medium-sized enterprises. "
§ 12. In art. 100 oh is hereby amended as follows:
1. Paragraphs 1 to 4 shall be amended as:
(1) the issuer is required to disclose to the public six-month financial report on its activities covering the first 6 months of the financial year, within 30 days of the end of the half-yearly.
(2) the issuer which shall draw up consolidated annual financial statement, is required to disclose to the public six-month consolidated financial statement on its activities covering the first 6 months of the financial year, within 60 days of the end of the half-yearly.
(3) the issuer is required to provide six-monthly financial report and six-month consolidated financial statement for the activity to remain available to the public for a period of not less than 10 years.
(4) the half-yearly financial report contains:
1. set of financial statements drawn up in accordance with the applicable accounting standards;
2. an interim report containing information about important events occurring during the half-yearly, and for their influence on the results in the financial report, as well as a description of the principal risks and uncertainties facing the issuer through the rest of the financial year; for issuers of shares, the report shall contain information on the large transactions between related persons, the minimum content shall be determined by an Ordinance;
3. declarations of the responsible persons within the issuer with mention of their names and functions, certifying that to the best of their knowledge:
a) set financial statements drawn up in accordance with the applicable accounting standards, reflect a true and fair information on assets and liabilities, financial position and profit or loss of the issuer or of the companies included in the consolidation;
b) mid-term activity report contains an authoritative review of the information referred to in paragraph 2;
4. other information determined by Ordinance. "
2. in the Al. 5 the word "three" is replaced by "6 months".
§ 13. Art is created. 100o1: "art. 100o1. (1) the issuer is required to disclose to the public notice of their financial condition, within 30 days of the end of the first, third and fourth quarter.
(2) the issuer which shall draw up consolidated annual financial statement, is required to disclose to the public notification of the consolidated financial condition within 60 days of the end of the first, third and fourth quarter.
(3) the issuer is required to ensure that the notifications referred to in para. 1 and 2 remain available to the public for a period of not less than 5 years.
(4) the notifications referred to in para. 1 and 2 shall contain:
1. reports on the pattern set by the Vice-President;
2. explanatory notes;
3. other information, determined by Decree.
(5) annotations under para. 4, item 2 shall at least contain information about important events occurring during the relevant quarter and cumulatively since the beginning of the financial year to the end of the quarter concerned, and their influence on the results in the reports referred to in paragraph 1, as well as a description of the principal risks and uncertainties facing the issuer through the rest of the financial year, with related transactions and/or stakeholders as well as information about new essential claims and/or obligations for the relevant reporting period.
(6) the notifications referred to in para. 1 and 2 shall be signed by the person representing the issuer.
(7) the requirements of paragraphs 1 and 2. 1 to 6 shall not apply in the event that the issuer discloses to the public quarterly financial reports on their activities, within 30 days of the end of the first, third and fourth quarter, with the content of art. 100o, al. 4 and in the application of art. 100o, al. 2, 5, 6 and 7. In this case, the issuer shall provide quarterly financial report and quarterly consolidated financial statement for the activity to remain available to the public for a period of not less than 5 years. "
§ 14. In art. 100 p the following endorsements are added:
1. In paragraph 8. 1, paragraph 1, after the words "the European Central Bank" is added "the European financial stability facility (efsf), established by the framework agreement for the EFSF and any other mechanism established to preserve the financial stability of the European Monetary Union by providing temporary financial assistance to Member States whose currency is the euro".
2. in the Al. 3 the end is added "while the debt on them not be repaid".
§ 15. In art. 100 with the following modifications are made:
1. Paragraph 2 is repealed.
2. in the Al. 3 the words "and (2)" are deleted.
§ 16. In art. 100 t, al. 2, first sentence, the words "sending State" shall be replaced by ' the Member State of origin ", and in the second sentence, after the word" Council "shall be inserted" of 15 December 2004 "and after the words" regulated market "shall be inserted.
§ 17. In art. 100 w., al. 1 the words "sending State" shall be replaced by "Member State".
§ 18. In art. 100 f are hereby amended as follows:
1. In paragraph 8. 1, 2 and 3 the words "sending State" shall be replaced by ' the Member State of origin ".
2. in the Al. 5, the words "the sending and host Member States ' shall be replaced by ' the Member State of origin and the host countries".
§ 19. In chapter six, "and" create section Iia with art. 100f3-100f1: "Section Iia
Disclosure of payments to the authorities of the Executive power in the Republic of Bulgaria, to national companies, Prince or local authority of a Member State or a third country, as well as to entities controlled by them
Art. 100f1. the obligation to disclose information on payments to the authorities of the Executive power in the Republic of Bulgaria, to national, regional or local authority of a Member State or a third State, or to other persons controlled by such bodies, refers to an issuer whose activity is:
1. associated with the study, search, detection, development of mineral deposits and the extraction of minerals, oil, natural gas and other raw materials falling within the scope of economic activities according to annex I, section c, positions 05-08 of Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification of economic activities NACE Rev 2 and amending Council Regulation (EEC) No 3037/90 the Council as well as certain EC regulations on specific statistical areas, hereinafter referred to as "Commission Regulation (EC) No 1893/2006";
2. logging in accordance with Annex I, section a, item 16, group 02.2 of Regulation (EC) No 1893/2006.
Art. 100f2. (1) the issuer under art. 100f1 is obliged to disclose in public the report prepared an annual report on payments within 150 days from the completion of the financial year.
(2) an issuer under art. 100f1 who draw up consolidated annual financial statement, is required to disclose to the public the report prepared annual consolidated report for payments within 180 days from the completion of the financial year.
(3) the issuer under art. 100f1 is obliged to provide annual report on payments and the annual consolidated report of payments to remain available to the public for a period of not less than 10 years.
Art. 100f3. Content and scope of the annual report on payments, as well as the relevant definitions are determined by the law on accounting. "
§ 20. In art. 100 c, para. 4, first sentence, the words "sending State" shall be replaced by "Member State".
§ 21. In art. 100 Yu, al. 1 item 8 is repealed.
§ 22. In art. 100 it is hereby amended as follows:
1. In paragraph 8. 3 the words "sending State" shall be replaced by ' the Member State of origin ".
2. in the Al. 4 everywhere the words "sending State" shall be replaced by ' the Member State of origin ".
3. in the Al. 5, the words "sending State" shall be replaced by "Member State".
§ 23. In art. 120 and everywhere the words "sending State" shall be replaced by "Member State".
§ 24. In art. 126 (b), para. 4 the word ' three ' is replaced by ' 6 months ', and after the word "activities" is added "and notification of financial status or quarterly financial report".
§ 25. In art. 145 following amendments and supplements shall be made:
1. In paragraph 8. 5:
(a)) in the text before paragraph 1, after the words "one hundred of the" added "a number of";
b) point 1 shall be amended as follows:
' 1. is licensed to carry on business as an investment firm pursuant to the law on markets in financial instruments, the law of another Member State and has a starting capital pursuant to art. 8, al. 1 of the law on markets in financial instruments directive; ".
2. Al are created. 6 and 7:
(6) paragraph 1 shall not apply to the voting rights or of the voting rights attaching to shares held in the trading book within the meaning of art. 102 of Regulation (EC) no 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, and amending Regulation (EC) No 648/2012 (OJ, L 176/1 of 27 June 2013) of a credit institution or investment firm, provided that:
1. the voting rights held in the trading book do not exceed 5 percent of the number of votes at the general meeting of the company, and 2. voting rights attaching to shares held in the trading book are not exercised or otherwise used to intervene in the management of the company.
(7) paragraph 1 shall not apply to the voting rights attaching to shares acquired for the purpose of stabilisation in accordance with Regulation (EC) no 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments, provided that the voting rights related to such shares are not exercised or otherwise used to intervene in the management of the company. "
§ 26. In art. 146 the following modifications are made:
1. In paragraph 8. 3:
and in the text) before item 1 the words "art. 3 of Directive 93/22/EEC on investment services in the securities field "are replaced by" the law on markets in financial instruments, or the law of another Member State ", and the word" individual "shall be deleted;
b) in paragraph 1 the word "individual" shall be deleted;
in) in paragraph 2 the words "individual portfolio" shall be replaced by the "wallet".
2. in the Al. 4 the word "individual" shall be deleted.
3. in the Al. 5, first sentence, the word "individual" shall be deleted and the words "paragraph 3 of section a of the annex to Directive 93/22/EEC on investment services in the securities field" shall be replaced by ' paragraph 4 of section a of annex I of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC ".
§ 27. In art. 148 and following amendments and supplements shall be made: 1. a paragraph 1 shall be amended as follows: ' (1) the obligation to notify under art. 145, para. 1 applies to persons who hold directly or indirectly:
1. financial instruments which, pursuant to a written contract awarded to persons who possess them at maturity, an unconditional right to acquire the shares or discretion as regards the right to acquire voting shares that are issued by the company, whose shares are admitted to trading on a regulated market;
2. financial instruments that are not included in item 1, but are related to those referred to in item 1 shares and have the economic effect similar to the effect of the financial instruments referred to in paragraph 1, whether you give a right for settlement by delivery of the underlying securities. "
2. Create a new para. 2 and al. 3, 4 and 5:
"(2) the notification under paragraph 1. 1 includes a breakdown by types of financial instruments referred to in paragraph 1. 1 distinguishing between financial instruments conferring the right to settlement by delivery of the underlying securities and financial instruments conferring the right to cash settlement.
(3) the voting rights shall be calculated on the basis of the nominal value of shares of the underlying financial instrument, except where a financial instrument ensure only cash settlement, in which the voting rights shall be calculated on the basis, adjusted to the Delta factor by multiplying the nominal value of the underlying shares at the Delta factor "of the instrument. For the purposes of notification under paragraph 1. 1 the persons holders of financial instruments, aggregated all financial instruments associated with the same company issuing the underlying stock. In the calculation of voting rights is taken into account only long positions. Long positions are not offset with short positions, related to the same company issuing the underlying stock.
(4) for financial instruments within the meaning of para. 1 if they meet any of the conditions are considered:
1. Securities;
2. options;
3. futures;
4. swaps;
5. forward interest-rate agreements;
6. contracts for difference;
7. other contracts or agreements with similar economic effect, which can be settled by delivery of the underlying securities or cash settlement;
8. other instruments laid down by the decision of the Vice President.
(5) the requirements of paragraphs 1 and 2. 1 to 4 shall not apply in the cases under art. 145, para. 4 – 6 and under art. 146, para. 2-4. "
3. The current paragraph. 2 it al. 6 and in her words "the types of financial instruments referred to in paragraph 1. 1, the order "shall be replaced by" Procedure ".
§ 28. In art. 148 in, al. 1 item 5 is repealed.
§ 29. In art. 148 d, para. 3 and 4 all over the words "sending State" shall be replaced by ' the Member State of origin ".
§ 30. In art. 148 e, para. 1 the words "sending State" shall be replaced by "Member State".
§ 31. New art. 148 (g):
"Art. 148. (1) the obligation to notify under art. 145, 146 and 147 shall apply to a person or trust company nepersonificiranoto, where voting rights held directly or indirectly by the company or by nepersonificiranoto the trust pursuant to art. 145 and 146, sums up with the voting rights associated with the financial instruments owned, directly or indirectly, in accordance with art. 148 Ah, reach, exceed or fall below the 5 percent or a number multiple of 5 per cent, by number of votes at the general meeting of the company in accordance with art. 145, para. 1.
(2) the notification under paragraph 1. 1 includes the breakdown of voting rights attaching to shares held in accordance with art. 145 and 146, and of the voting rights attaching to financial instruments under art. 148.
(3) voting rights attaching to financial tools that it has already notified under art. 148 Ah, a new notification shall be submitted, unless the person or trust company nepersonificiranoto has acquired the underlying shares and as a result of their acquisition, the total number of voting rights attaching to shares issued by the same company, reach or exceed 5 percent or a number multiple of 5 per cent, by number of votes at the general meeting of the company pursuant to article 145, para. 1. "
§ 32. The former art. (g) and (h) 148 148 become respectively art. 148 (h) and 148.
§ 33. In art. 152 al. 2 and 3 are amended: "(2) notifications and s″obŝavaniâta in al. 1 shall be carried out by the procedure of art. 61, para. 2 of the administrative code.
(3) where the notifications and s″obŝavaniâta in al. 1 not be adopted under the procedure laid down in para. 2, they are thought to be carried out by placing them on a special place in the premises of the Commission or through their publication on the Internet site of the Commission. The last two circumstances shall be certified by the Protocol drawn up by officials designated by order of the President of the Commission. "
§ 34. Create art. 212 and 212 (b):
"Art. 212. (1) where it finds that the issuer has not fulfilled its obligation to disclose publicly the legal withdrawal period information under art. 100 n, 100 o, art. 100 c, para. 1, art. 100f2 and art. 111A, the Vice-President may:
1. inform the public that the issuer does not comply with its obligations, as well as 2. oblige the issuer within a specified period of time to undertake concrete measures needed for the prevention and removal of distortions, the harmful consequences or of danger to the interests of investors.
(2) where it finds that a natural or legal person has not fulfilled its obligation in the statutory time limit for disclosure of share ownership under art. 145, 146, 148, 149 and 148 (g), the Vice-President may:
1. inform the public that the person does not comply with its obligations;
2. impose a temporary ban on the exercise of voting rights of those persons in the general meeting of the company to the public;
3. requiring the person, within a specified period of time to undertake concrete measures needed for the prevention and removal of distortions, the harmful consequences or of danger to the interests of investors.
(3) a coercive administrative measure under para. 1 2 may be applied, and of the management and supervisory bodies of a legal person or a person with management authority in nepersonificiranoto company.
(4) compulsory administrative measures referred to in paragraph 1. 2, item 2 and 3 can be applied to the management and supervisory bodies of a legal person.
(5) the Commission may disclose the compulsory administrative measure unless it would endanger seriously the stability of the financial markets or cause disproportionate damage to the persons to whom that information relates.
Art. 212 (b). In the application of administrative measures under art. 212A, al. 1, item 2 and al. 2, item 2 and 3 Vice President shall take into account all the circumstances that are relevant, including, where applicable, those referred to in art. 222. "
§ 35. In art. 213 make the following amendments and supplements: 1. Paragraphs 2 and 3 shall be amended like that:
(2) notifications and s″obŝavaniâta in al. 1 shall be carried out by the procedure of art. 61, para. 2 of the administrative code.
(3) where the notifications and s″obŝavaniâta in al. 1 not be adopted under the procedure laid down in para. 2, they are thought to be carried out by placing them on a special place in the premises of the Commission or through their publication on the Internet site of the Commission. The last two circumstances shall be certified by the Protocol drawn up by officials designated by order of the Deputy Chairman, and in the cases under art. 212, para. 1, item 5, 6 and 7 – by officials designated by order of the President of the Commission. "
2. in the Al. 4, after the words "8 and 9 ' shall be added" and art. 212.
§ 36. In art. 221 following amendments and supplements shall be made:
1. In paragraph 8. 1:
a) in paragraph 2, the words "article. 100 n, 100 g, art. 100 c and art. 111 a, para. 1 – 3 "shall be deleted;
b) in paragraph 3, after the words "art. 100 g, para. 1 and 2 "is added" art. 100o1 ' and the words ' art. 145, para. 1 and 3, art. 146, para. 1, art. 148, para. 1 – 4 and 6, art. 148, para. 1 ' shall be deleted.
2. in the Al. 6, after the words "6" and 8 "is added and article. 212A, al. 1, item 2 and al. 2, item 2 and 3 ".
§ 37. Art is created. 221 and:
"Art. 221. (1) an issuer – a natural person or a member of a management or controlling body of a legal person, issuer or person with management authority under the issuer-an unincorporated business that does not fulfill the obligation of art. 100 n, 100 o, art. 100 c, para. 1, art. 100f2 and art. 111 a, as well as an individual or as a member of the management or controlling body of a legal person or a person with management authority in an unincorporated business or trust, which does not fulfill the obligation of art. 145, 146, 148, 149 and 148 (g), shall be punished with fine in amount of 3000 to 30 000 EUR or up to twice the realized profit or loss izbegnatata as a result of the infringement when their size can be set by applying a greater value.
(2) for infringements under para. 1 a legal person shall receive financial penalties representing in size:
1. from 5000 to 50 000 EUR or up to 5 percent of total annual turnover, in accordance with the last prepared annual financial report, adopted by the governing body, or
2. up to twice the realized profit or loss izbegnatata as a result of the infringement when their size can be set by applying a greater value.
(3) in the cases referred to in para. 2, paragraph 1, where the legal person is a parent undertaking or a subsidiary of the parent undertaking, you need to prepare a consolidated financial statement in accordance with the applicable accounting standards, for respective total turnover total annual turnover is accepted or the corresponding type of income under the accounting directives drawn up according to the latest annual consolidated financial report, adopted by the governing body of the vital parent.
(4) the Commission may disclose the penalty imposed, unless it would endanger seriously the stability of the financial markets or cause disproportionate damage to the persons to whom the information relates. "
§ 38. In art. 222, para. 1, after the words "art. 221 "insert" and art. 221.
§ 39. In chapter twenty one create art. 222 and 223 (b):
"Art. 222. (1) in determining the type and amount of administrative penalties under art. 221 (a) the Vice-President shall take into account all the circumstances that are relevant, including, where applicable:
1. the gravity and duration of the infringement;
2. extent of liability of the natural person or legal person, or the nepersonificiranoto company;
3. the financial situation of the natural person or the legal entity, as determined according to the total financial turnover of Cotto ûridičes person or annual income of the individual;
4. the amount of the realized profit or loss izbegnatata from the natural or legal person, or by nepersonificiranoto company, as far as can be determined;
5. the amount of losses suffered by third parties as a result of the infringement, as far as can be determined;
6. the degree of cooperation that Cotto or legal person p or nepersonificiranoto company proves to be a Vice-President or the Commission;
7. previous violations of the natural or legal person or a company nepersonificiranoto.
(2) for the purposes of paragraphs 1 and 2. 1 Deputy Chairman has the right of access to tax and insurance information.
Art. 222 (b). a person who, within one month from the entry into force of the Penal Decree does not pay the imposed penalty, interest at the rate of statutory interest for the period from the date following the date of expiry of the one-month period, until the date of payment. "
§ 40. In the additional provisions the following amendments and additions:
1. In paragraph 1:
a) in item 1 (c), the words "which does not act as an investment firm ' shall be deleted;
(b) points 8 and 9) are hereby amended:
"8." Material transaction "means any transaction which:
a) results or may reasonably be assumed that will result in a favourable or unfavourable change in the amount of 5 per cent or more of the income or profits of the issuer, by other financial indicator, as well as the market price of the securities issued by the issuer, and/or
(b)) are likely to affect investors in making an investment decision or in exercising the right to vote on securities. "
9. "issuer" means the person or trust company nepersonificiranoto, required by the securities:
a) which issued or issued through initial public offering, including the formation of the company and/or
(b)) that are admitted to trading on a regulated market of securities.
In the case of depository receipts, admitted to trading on a regulated market, "issuer" means the person who has issued the underlying securities, whether or not such securities are admitted to trading on a regulated market. ";
in the 29) the words "securities of an issuer registered in another country" are replaced by "basic securities";
d) point 40 is deleted;
(e) in paragraph 41), after the words "section" II "is added to section Iia".
2. Insert a new § 1 in:
"§ 1 in. In the application of art. 145, 146 and 148 persons are required to comply with the adopted by the European Commission regulatory technical standards for the determination of:
1. the method of calculating the 5% threshold referred to in art. 145, para. 5 and 6, including group companies;
2. the method for calculating the number of voting rights as per art. 148, para. 1 in the case of financial instruments that are based on an index or a basket of shares;
3. the methods for determining the coefficient "Delta" under art. 148, para. 3 for the purpose of calculating the voting rights associated with financial instruments entitling solely the cash settlement. "
3. former § 1 in it § 1 (d) and in it:
a) in paragraph 6, the words ' the Council ' shall be replaced by ' and of the Council of 15 December 2004 "and the words" market and "are replaced by" market and ";
b) in point 7, the words "and of the Council on the proposed tender ' shall be replaced by ' and of the Council of 21 April 2004 on takeover bids";
in) are created 11 and 12:
"11. Directive 13/50/EC of the European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading, and Directive 2007/14/EC laying down detailed rules for the application of certain provisions of Directive 2004/109/EC (OB, L 294/13 of 6 November 2013);
12. Article 20 of Directive 2013/34/EC of the European Parliament and of the Council of 26 June 2013 on annual financial statements, consolidated financial statements and related reports of certain types of companies and amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182/19, of 29 June 2013). "
4. a paragraph 1 (e):
"§ 1 (e). (1) the provisions of chapter six "a" of disclosure also apply to persons whose activities are regulated under the Energy Act and the Act on the regulation of the water supply and sewerage services by the Commission for energy and water regulation, State-owned enterprises under art. 62, para. 3 of trade law and trade companies with more than 50 percent owned or municipal participation in the capital.
(2) paragraph 1 shall not apply to establishments that meet two of the following criteria: 1. average number of personnel for the year – up to 10 people;
2. the book value of the assets as at 31 December – up to 700 000 BGN.;
3. net sales revenue for the year – up to 300, 000. "
§ 41. In the transitional and final provisions in § 16 para. 2 item 5 is repealed.
Transitional and final provisions
§ 42. After 1 January 2020 issuer prepares annual financial report on the activities under art. 100 n in a unified electronic format of reporting, provided that the European Commission take regulatory technical standards on the definition.
§ 43. The Vice-President of the Commission for financial supervision managing management "of the investment activity Oversight" approved the corporate governance code within the meaning of art. 100 n, al. 8, paragraph 1, subparagraph (a) within one month from the entry into force of this law.
§ 44. In the Act on the financial supervision Commission (official SG. 8 of 2003; amend., no. 31, 67 and 112 since 2003, 85/2004, no. 39, 103 and 105 by 2005, issue 30, 56, 59 and 84 of 2006, 52/97 and 109 from the 2007 No. 67 of 2008, issue 24 and 42 by 2009. , PC. 43 and 97 from 2010, PC. 77 by 2011, issue. 21, 38, 60, 102 and 103 of the 2012 issue. 15 and 109 from 2013 and St. 34, 62 and 102 by 2015.) make the following changes and additions:
1. In art. 1, al. 2, paragraph 1, after the words "persons, alternative investment fund managers" is added "including individuals who manage funds for venture capital, funds for social entrepreneurship or funds for long-term investments."
2. In art. 12, al. 1:
create a new) item 10 and 11, 12 and 13:
10. "competent authority for the application of Regulation (EC) no 345/2013 of the European Parliament and of the Council of 17 April 2013 on a European venture capital funds (OJ, L 115/1 of 25 April 2013), hereinafter referred to as" Commission Regulation (EU) no 346/2013 ";
11. is the competent authority for the application of Regulation (EC) no 346/2013 of the European Parliament and of the Council of 17 April 2013 on European funds for social entrepreneurship (OJ, L 115/18 of 25 April 2013), hereinafter referred to as "Commission Regulation (EU) no 346/2013";
12. is the competent authority for the application of Regulation (EC) no 909/2014 of the European Parliament and of the Council of 23 July 2014, to improve the settlement of securities in the European Union and central depositaries of securities, as well as amending directives 98/26/EC and 2014/65/EC and Regulation (EC) no 236/2012 (OJ, L 257/1 of 28 August 2014.) , hereinafter referred to as "Commission Regulation (EC) no 909/2014";
13. the competent authority in application of Regulation (EC) 2015/760 of the European Parliament and of the Council of 29 April 2015 on European funds for long-term investments (OB, L 123/98 of 19 may 2015), hereinafter referred to as "Regulation (EC) No 2015/760". ";
(b) the current item 10) becomes p. 14.
3. In art. 13:
(a)) in the Al. 1 create new item 14, 15 and 16:
14. on the proposal of the responsible Vice-President shall exercise the powers conferred and shall take measures in connection with the application of Regulation (EC) no 345/2013 and Regulation (EC) no 346/2013;
15. on the proposal of the Vice-President responsible, refuses to issue and withdraw the measures provided for in Regulation (EC) 2015/760 permissions, as well as exercise other powers and take measures in connection with its application;
16. on the proposal of the Vice-President responsible, refuses to issue and withdraw the measures provided for in Regulation (EC) no 909/2014 licences and approvals and exercise the powers under art. 13, 14, 15 of Regulation (EC) no 909/2014; "
(b)) in the Al. 2 Add "Regulation (EC) no 345/2013, Regulation (EC) no 346/2013, Regulation (EC) no 909/2014 and Regulation (EC) No 2015/760;
in) in the Al. 7 the words "paragraph 3" shall be replaced by "paragraphs 1 and 3.
4. In art. 15, para. 1:
(a) in item 1) add "14-16";
b) in paragraph 2, the words "and the law on the activities of collective investment schemes and of other collective investment undertakings ' shall be replaced by the" law on the activities of collective investment schemes and other undertakings for collective investment and Regulation (EC) no 909/2014 ";
c) in point 6 and 7, after the words "Commission Regulation (EU) no" 575/2013 "is added to Regulation (EC) no 345/2013, Regulation (EC) no 346/2013, Regulation (EC) no 909/2014, Regulation (EC) No 2015/760;
d) a new item 12:12. examine and rule on the complaints under art. 33 (3), art. 49, paragraph 4, art. 52 (2) and art. 53 (3) of Regulation No 909/2014 within 30 days of their receipt by order, determined by the regulation of the Commission; "
e) current t. 12, 13 and 14 shall become item 13, 14 and 15;
is the current item 15) becomes recital 16 and after the words "Commission Regulation (EU) no" 236/2012 "is added to Regulation (EC) no 345/2013, Regulation (EC) no 346/2013, Regulation (EC) no 909/2014, Regulation (EC) No 2015/760.
5. In art. 18:
(a)) in the Al. 1, item 1 and 6, after the words "Commission Regulation (EU) no" 575/2013 "is added to Regulation (EC) no 345/2013, Regulation (EC) no 346/2013, Regulation (EC) no 909/2014, Regulation (EC) No 2015/760;
(b)) in the Al. 3, after the words "Commission Regulation (EU) no" 575/2013 "is added to Regulation (EC) no 345/2013, Regulation (EC) no 346/2013, Regulation (EC) no 909/2014, Regulation (EC) No 2015/760;
in) in the Al. 6 creates the second sentence: "in connection with the exercise of its powers by imposing administrative penalties, the Commission and its bodies have access to tax and insurance information, under the conditions and by the order of the tax-insurance procedure code."
6. In art. 19, para. 2, paragraph 1, after the words "Commission Regulation (EU) no" 236/2012 "is added to Regulation (EC) no 345/2013, Regulation (EC) no 346/2013, Regulation (EC) no 909/2014, Regulation (EC) No 2015/760.
7. In art. 25 Al is created. 11:
"(11) the Commission shall apply the requirements of para. 7 and in the performance of his duties under art. 3 (a) of the law on measures against money laundering and in art. 9 (a) of the Act on measures against financing of terrorism. "
8. In art. 27, al. 1:
a) in paragraph 1, after the words "the code of social security" is added "Regulation (EC) no 909/2014 and Regulation (EC) No 2015/760;
(b) in item 10) add "Regulation (EC) no 909/2014 and Regulation (EC) No 2015/760.
9. in art. 30, para. 1:
(a) in item 7) add "including individuals who manage funds for venture capital, funds for social entrepreneurship or funds for long-term investments";
(b)) section 15 is repealed.
§ 45. In the law on the activities of collective investment schemes and of other collective investment undertakings (official SG. 77 by 2011; amend., SG. 21 of 2012, from 2013, 109, no. 27 by 2014 and PCs. 22 and 34 by 2015) the following amendments and additions:
1. In art. 4, al. 4, second sentence, the words "shares or" shall be deleted.
2. an art. 32A:
"Art. 32. Not allowed enforcement and establishment of guarantees on bank accounts and the financial instruments of collective investment scheme for the obligations of the management company or the depositary. "
3. In art. 86, para. 3 the words "art. 24, para. 1 – 3, 7 and 8 "are replaced by" article. 24, para. 1 – 4, art. 24A, para. 1, art. 24 (b), art. 24. "
4. In art. 197 create al. 8, 9, 10, 11 and 12:
(8) persons who managed venture capital funds or funds for social entrepreneurship and wish to use the words EuVECA or EuSEF, respectively managed by them for alternative investment schemes, operate in compliance with the requirements of this Act and of Regulation (EC) no 345/2013 of the European Parliament and of the Council of 17april 13 on European venture capital funds (OJ , L 115/1 of 25 April 2013), hereinafter referred to as "Commission Regulation (EC) no 345/2013 and Regulation (EC) no 346/2013 of the European Parliament and of the Council of 17april 2013 on European funds for social entrepreneurship (OJ, L 115/18 of 25 April 2013), hereinafter referred to as" Commission Regulation (EU) no 346/2013 ".
(9) the persons referred to in para. 8 register by the Commission pursuant to art. 14 of Regulation (EC) no 345/2013, respectively art. 15 of Regulation (EC) no 346/2013.
(10) persons who manage funds for long-term investments, operate in compliance with the requirements of this Act and of the Regulation (EC) 2015/760 of the European Parliament and of the Council of 29 April 2015 on European funds for long-term investments (OB, L 123/98 of 19 may 2015), hereinafter referred to as "Regulation (EC) No 2015/760.
(11) the persons referred to in para. 10 receive authorised by the Commission in accordance with the requirements of art. 5 and 6 of Regulation (EC) 2015/760.
(12) entry of persons referred to in para. 8 and 10 in the register under art. 30, para. 1 of the Act on the financial supervision Commission is carried out by an order determined by the Ordinance. "
5. In art. 244, para. 1, after the words "Fund, established in another Member State ' shall be added" and to provide the services set out in art. 198, para. 5. "
6. In art. 264, para. 1 in the text before paragraph 1, after the words "of the instruments for its implementation," "be added to the applicable legislation of the European Union.
7. In art. 265 para. 2, 3 and 4 are hereby amended:
(2) notifications and s″obŝavaniâta in al. 1 shall be carried out by the procedure of art. 61, para. 2 of the administrative code.
(3) where the notifications and s″obŝavaniâta in al. 1 not be adopted under the procedure laid down in para. 2, they are thought to be carried out by placing them on a special place in the premises of the Commission or through their publication on the Internet site of the Commission. The last two circumstances shall be certified by the Protocol drawn up by officials designated by order of the Deputy Chairman, and in the cases under art. 264, para. 1, item 5 and 6 – defined by order of the President of the Commission.
(4) Compulsory administrative measures under art. 264, para. 1, item 1 – 4, 7 and 8 shall apply with a reasoned decision in writing to the Vice-President, enforcement measures under art. 264, para. 1, item 5 and 6 – with a written reasoned decision of the Commission, which shall be communicated to the person concerned within 7 days of its issuance in accordance with para. 2 and 3. "
8. In art. 273:
(a)) in the Al. 1 create item 4, 5 and 6:
4. Regulation (EC) no 345/2013 shall be punished with a fine of 10 000 to 20 000 BGN.;
5. Regulation (EC) no 346/2013 shall be punished with a fine of 10 000 to 20 000 BGN.;
6. Regulation (EC) 2015/760 shall be punished with a fine of 10 000 to 20 000 EUR ";
(b)) in the Al. 2 create item 4, 5 and 6:
"4. for the infringements referred to in paragraph 1. 1, item 4 – 20 000 to 40 000 $ from;
5. for violations under para. 1, item 5 – from 20 000 to 40 000 BGN.;
6. for the infringements referred to in paragraph 1. 1, item 6, from $20 000 to 40 000. ";
in) in the Al. 5 create item 4, 5 and 6:
"4. for the infringements referred to in paragraph 1. 1, item 4 – from 20 000 to 40 000 BGN, and for repeated infringement – from 40 000 to 100 000 BGN.;
5. for violations under para. 1, item 5 – from 20 000 to 40 000 BGN, and for repeated infringement – from 40 000 to 100 000 BGN.;
6. for the infringements referred to in paragraph 1. 1, item 6 of the 20 000 to 40 000 – BGN, and for repeated infringement – from 40 000 to 100 000 LEVs. "
9. an art. 274:
"Art. 274. A person who, within one month from the entry into force of the Penal Decree does not pay the imposed penalty, interest at the rate of statutory interest for the period from the date following the date of expiry of the one-month period, until the date of payment. "
10. in the additional provisions:
a) in paragraph 1:
AA) item 18 (c) subparagraph is created "GG":
"Gg) a Member State other than the Member State in which the person who manages alternative investment funds based Member State, provide the services set out in art. 198, para. 5. ";
BB) in paragraph 23 Add "within the meaning of item 1";
(b)) § 2A shall be inserted:
"§ 2A. The law provides for implementing measures to:
1. Regulation (EC) no 345/2013 of the European Parliament and of the Council of 17 April 2013 on a European venture capital funds;
2. Regulation (EC) no 346/2013 of the European Parliament and of the Council of 17 April 2013 on European funds for social entrepreneurship;
3. Regulation (EC) 2015/760 of the European Parliament and of the Council of 29 April 2015 on European funds for long-term investments. "
§ 46. In the law on markets in financial instruments (official SG. 52 of 2007; amend., SG. 109 (2007), no. 69 since 2008, issue 24, 93 and 95 of 2009, 43/2010/2011 77, no. 21, 38 and 103 from 2012, issue 70 and 109 in 2013, no. 22 and 53 by 2014 and no. 14 , 34, 62, and 94 by 2015.) make the following changes and additions:
1. In art. 34:
a) a new para. 7:
"(7) is not allowed enforcement and establishment of guarantees on bank accounts and the financial instruments of the customers for the obligations of the investment firm.";
(b)) the previous para. 7 and 8 shall become al. 8 and 9.
2. In art. Al 119. 2, 3 and 4 are hereby amended:
(2) notifications and s″obŝavaniâta in al. 1 shall be carried out by the procedure of art. 61, para. 2 of the administrative code.
(3) where the notifications and s″obŝavaniâta in al. 1 not be adopted under the procedure laid down in para. 2, they are thought to be carried out by placing them on a special place in the premises of the Commission or through their publication on the Internet site of the Commission. The last two circumstances shall be certified by the Protocol drawn up by officials designated by order of the Vice-President of the Commission, and in the cases under art. 118, para. 1, item 5, 6, 10, 15 and 16 – defined by order of the President of the Commission.
(4) Compulsory administrative measures under art. 118, para. 1, item 1-4, 7-9, 11-14, 17-22 and in art. 118 (a), para. 1 apply with a reasoned decision in writing to the Vice-President, enforcement measures under art. 118, para. 1, item 5, 6, 10, 15 and 16, with a written reasoned decision of the Commission, which shall be communicated to the person concerned within 7 days of its issuance in accordance with para. 2 and 3. "
3. In art. 127, Pará. 1, paragraph 3, the words "article. 34, para. 1, 2, 3, 5 and 7 ' shall be replaced by "art. 34, para. 1, 2, 3, 5 and 8.
4. an art. 128 (a):
"Art. 128. A person who, within one month from the entry into force of the Penal Decree does not pay the imposed penalty, interest at the rate of statutory interest for the period from the date following the date of expiry of the one-month period, until the date of payment. "
§ 47. In the Energy Act (promulgated, SG. 107 since 2003; amend., no. 18 of 2004, no. 18 and 95 by 2005, issue 30, 65 and 74 in 2006, 49, 55 and 59 since 2007, issue 36, 43 and 98 in 2008, issue 35, 41, 42, 82 and 103 of 2009, 54/97 and by 2010. , PC. 35 and 47 by 2011, issue. 38, 54 and 82 by 2012 PCs. 15, 20, 21, 59 and 66 by 2013, PCs. 98 by 2014, PC. 14, 17, 35, 48 and 56 by 2015.) in art. 221 following amendments and supplements shall be made:
1. a new paragraph. 2:
"(2) The energy undertaking which does not fulfil the obligation under art. 84, para. 6, item 2, penalty payment of 20 000 to 50 000 LV. "
2. The current paragraph. 2 it al. 3 and after the word "violation" is added "under para. 1 and 2 ", and added" and 2 ".
§ 48. In the tax-insurance procedure code (official SG. 105 by 2005; amend., SG. 30, 33, 34, 59, 63, 73, 80, 82, 86, 95 and 105 of 2006, issue 46, 52, 53, 57, 59, 108 and 109 in 2007, 36/69 and 98 in 2008, issue 12, 32, 41 and 93 from 2009, issue 15, 94, 98 , 100 and 101 of 2010, PC. 14, 31, 77 and 99 from 2011, issue. 26, 38, 40, 82, 94 and 99 by 2012 PCs. 52, 98, 106 and 109 in 2013, PCs. 1 by 2014; Decision No. 2 of the Constitutional Court by 2014 – PCs. 14 by 2014; amend., SG. 18, 40 and 53, 105 by 2014 and PCs. 12, 14, 60, 61 and 94 by 2015, PCs. 13 of 2016) in art. 74, para. 1, paragraph 3, after the words "the Court" insert "the financial supervision Commission and its bodies".
The law was passed by the National Assembly-43 on May 19, 2016 and is stamped with the official seal of the National Assembly.
President of the National Assembly Tsetska Tsacheva:
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