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Manage Asset Framework under MIFID (EU)

nascimento
Nov 29 2011 at 19:35
9 投稿
Firstly you should know that if you have a program accepting funds from third parties without being legally registered as a company then you are in an illegal and dangerous situation.

Every jurisdiction has his own rules and as I said above you need a financial license to be legally registered, and it’s very difficult to get this license from that Government.



Adis advises its clients on the full spectrum of equity-related transactions and financial products including syndicated lending, leveraged and acquisition finance, asset and asset management's project, derivative products, and financial services regulation on
Bulgaria territory. (MIFID)

https://ec.europa.eu/geninfo/legal_notices_en.htm


Why choose Bulgaria?

Guarranted legaly export services permitt to other EU countries.
The standard rate of tax for a Bulgarian corporate tax in 2011 is 10%.
There is no other contributions.
Attracting businesses low wage rates.
Absolutely minimal requirements accross the Europe.



The requirements for registration are governed by:
https://www.fsc.bg/Regulations-en-519

Guide to Forming Private Limited Liability (LTD) Company and regulation license in Bulgaria


Steps:
1. Organize of a Constituent Meeting of the Company
 - Founding protocol of a limited liability company
 - Retention of Company Name
2. Adoption of the association's contract of shareholders in the company.
 
3. Opening a bank account by the guidance's, which will be used for depositing the initial capital.

4. Depositing the capital of the company.

5. Obtain bank certificate of contributed equity.

6. Registration in the Commercial register.

7. Bulgarian National Bank Registration of the Financial Institution (License, Regulation)


Forms:


• Application for registration of the circumstances of the limited liability company (A4)

• Founding protocol of a limited liability company

• Declaration of art. 142 of the Trade Act of manager Ltd.
  
• Specimen of signature of the Manager of a limited liability company
 
• Contract establishing the limited liability company
  
• Application of preserving of the company (D1)
  

Enclosed to the application:


• memorandum of association;
  
• documents establishing the existence of a legal person – Partner, and certifyingthose who represent it in national law(for legal person – a parent that is not constituted under Bulgarian law or legal person - a partner who is not entered in the Commercial register);

 
• the decision of the authority of a legal person – member to participate in a limited liability company;

• the decision of the General Assembly, the sole shareholder, to appoint a manager;
  
• notarized consent and model of the handwritten signature of the manager;



All Costs for Company registration:
Koszty

Initial capital
                                                                                 (~26 000 Euro)

- Retention of Company Name (~26.00 euro)
- Notaries Fee (~36.00 euro)
- State tax (Opłata skarbowa za wpis do pkd) (~82.00 euro)
- Bank certificate of contributed equity (~21.00 euro)
- Translate and Legalize of all Documents
  about 20 pages (~260.00 euro)
- Attorney’s costs (~1020.00 euro)
- Accountant tax (Monthly) (~100-200 euro)
- Company Business Address (Monthly) (~154 euro)

All onetime cost about ( 1800 euro)

7. Bulgarian National Bank Registration of the Financial Institution ( License, Regulation ):


The application under paragraph 1 shall contain the name, registered office
and head office addresses of the applicant and the description of the activities to be
performed under Article 2, paragraph 2, items 2, 6–8, 10–12 and Article 3, paragraph 1, items 2 and 3 of the LCI. The following documents related to the applicant
shall be enclosed to the application:



7.1 Certified copy of the Articles of Association or Memorandum (Act) of Association;

7.2. documents evidencing that the required capital under Article 4 has been subscribed and paid-in in compliance with the activity which the applicant intends to
conduct as a financial institution;

7.3. a certificate of actual standing on record with the Commercial Register as a
joint-stock company, a limited liability company or a limited partnership with shares
and UIC of the applicant;

7.4 The list of the shareholders or partners;

7.5. a list of the persons holding direct or indirect qualified interest in the capital
of the applicant and documents certifying that these persons have required qualification, professional experience and reputation

7.6. a list of the persons who will manage and represent the applicant and documents certifying that these persons have required qualification, professional experience and reputation;

17.7 Document evidencing that the supervisory fee under Article 17 is paid;


7.8. a list of addresses of all the premises where the activity as a financial institution will be conducted.

8. For the persons managing and representing the applicant, the following data
and documents shall be enclosed to the application:

8.1. the name and personal data on identification, nationality, permanent and
present addresses;

8.2 Completed questionnaire: a declaration about qualification, professional experience and reputation as per a sample form of the Bulgarian National Bank;

8.3 a conviction status certificate or a similar document in case of a foreign person;4 Ordinance No. 26

8.4. a certified copy of the diploma of completed higher education;

8.5. a declaration that the circumstances under Article 5, paragraph 1, items 4–6
are met;


8.6. a certificate on the lack of tax and insurance obligations.


9. For any natural person holding directly or indirectly qualified interest in the
capital of the applicant, the following data and documents shall be enclosed to the
application:


9.1. data, documents and declarations under Article 3, items 1, 3, 5 and 6;

9.2. a completed questionnaire: a declaration about qualification, professional experience and reputation as per a sample form of the Bulgarian National Bank;

9.3. a declaration on the origin of the funds used to make contributions for acquiring subscribed shares, respectively against participations in the applicant’s capital.

10. For any legal person holding directly or indirectly qualified interest in the capitalisation
of the applicant, the following data and documents shall be enclosed to the application:

10.1. an actual certificate from a commercial register that the entity is registered therein;

10.2. a certified copy of the Articles of Association, Memorandum (Act) of Association or other documents evidencing establishment of the company;

10.3. financial statements: balance sheets, income statements, auditor’s reports
(where applicable) for the last two years of the legal person’s business;
;
10.4. a certificate on the lack of tax and insurance obligations;

10.5. a declaration on the origin of the funds used to make contributions for acquiring subscribed shares, respectively against participations in the applicant’s capital;

10.6. data, documents and declarations under Article 3, items 1, 3, 5 and 6 for the
persons managing and representing the legal person by law;

10.7. a completed questionnaire: a declaration under paragraph 4, item 2 with information about the legal person.

11. In the cases where the applicant intends to include in the scope of its core
operations performing activity in cash or non-cash manner under Article 2, paragraph 2, item 8, letter ‘b’ of the LCI, the following additional information and documents shall be enclosed to the application:

11.1. a list of the persons who will carry out foreign exchange transactions with
information and documents about these persons as follows:
a) the names and personal data on identification, nationality, permanent and
present addresses;
b) documents and declarations under Article 5, paragraph 1, items 3–6;
c) a diploma of completed education, a certificate for acquired additional qualification in relation to the transactions completed;


11.2. a certificate issued by the relevant internal affairs regional directorate,evidencing that the premises to the said business addresses meet the requirements of
Ordinance No. I-171 on Organization and Control over Ensuring Security of Banks Ordinance No. 26 5
and Non-bank Financial Institutions (Darjaven Vestnik, issue 70 of 2001; amended,
issue 68 of 2004).


The Bulgarian National Bank may require any additional documents necessary for certifying the requirements set out in the law and this Ordinance.


If the documents required are irregular or additional information is necessary,
the Bulgarian National Bank shall notify the applicant, setting a term for removal of
irregularities and/or submission of the additional information.


All Costs for Regulation License

Bulgarian National Bank fee : (~1 550 Euro)

Market Operator with multilevel trading system tax : (~ 2 600 Euro)
                                              
Asset Company national fee: (~ 1 800 Euro)
 
Attorney’s costs: (~1 530 euro)
Total Costs: (~7 000 Euro)

Unforeseen expenses: about 1 000 euro, from which will not be all necessarily utilized.
     


All costs for the mentioned procedures above, together with all fees and initial capital will cost about (about 9 000 to 10 000 Euro).

Notes:


Normally, this whole process takes about 30 working days for registration of the Company and another 30 days for registration in Bulgarian National Bank and FSC (Financial Supervision Commission).

 We will use our lawyers and consulting company, familiar with such issues, to register the new company with you. There are many paperwork involved and sometimes simple procedures could cause delays.
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