ORDINANCE NO. 15 OF MAY 5, 2004 FOR KEEPING AND STORING OF THE REGISTERS BY THE FINANCIAL SUPERVISION COMMISSION AND THE CIRCUMSTANCES, SUBJECT TO ENTRY
Adopted by Resolution No. 21-N of 5 May, 2004 of the FINANCIAL SUPERVISION COMMISSION, Prom. SG. 54/23 June 2004; Effective from October 1st , 2004; Am. SG 15/15 Feb., 2005, Effective from January 1st, 2005; Am. and suppl. SG 12/7 Feb.,2006; SG 53/30 June, 2006; SG 22/13 March, 2007; SG 63/15 July, 2008; SG 68/1 August, 2008; SG 13/17 February, 2009.
Chapter One.
GENERAL PROVISIONS
Art. 1. The ordinance shall determine the order for keeping and storing of the registers underArt. 30, para 1 of the Financial Supervision Commission Act (FSCA) by the Financial Supervision Commission, called hereinafter “the Commission” as well as the circumstances, subject to entry.
Art. 2. The Commission shall keep registers for:
1. (Am. – SG, iss. 63 in 2008) the regulated markets;
2. the investment intermediaries;
3. the public companies and other issuers of securities;
4. the investment companies;
5. (Suppl. – SG, iss. 12 in 2006) the management companies and the contractual funds managed by them;
6. the natural persons who under a contract directly provide investment adviceand transactions in securities;
7. (Suppl. – SG, iss. 53 in 2006) the insurers and reinsurers;
8. the health insurance companies;
9. (Suppl. – SG, iss. 53 in 2006) the insurance brokers and insurance agents;
10. the supplementary social insurance companies and the funds, managed by them;
11. (New – SG, iss. 22 in 2007) the professional schemes under supplementary pension insurance;
12. (Prev. item 11 – SG, iss. 22 in 2007) the insurance intermediaries of the supplementary social insurance companies.
13. (New – SG, iss. 53 in 2006, prev. item 12, iss. 22 in 2007) the persons who have recognized legal capacity of a responsible actuary.
Art. 3. (1) The registers shall be based on a single electronic data base and cardindex of the registered persons.
(2) Only the information about the circumstances, determined in the ordinance, and the changes in them shall be subject to entry.
(3) Any entry in the register shall have no other effect than making public the information, contained in it.
Chapter Two.
KEEPING OF THE REGISTERS
Art. 4. (1) The entry procedure shall start upon application by a person underArt. 2 or on initiative of the deputy chairpersons in charge of the three basic divisions of the Commission, called hereinafter “the deputy chairpersons of the Commission”.
(2) The persons under Art. 2 shall be obliged to file an applicationto enter in the registers of the Commission the information about the circumstances, determined in the ordinance, and the changes in them.
(3) The obligation under para 2 shall be fulfilled within a term of 5 businessdays after taking the decision or becoming aware of the respective circumstance, and when it is subject to entry in the trade register – within a term of 5 business days after becoming aware of the entry but not later than 5 business days after the ruling of the entry, unless another procedure has been provided for in a regulatory act.
Art. 5. (1) (Suppl. – SG, iss. 63 in 2008) Any entry in the registers shall be made upon order by the deputy chairpersons of the Commission, or duly authorized by them officials, unless another procedure has been provided for in a regulatory act.
(2) The orders for entry shall be decreed on the basis of documents, containing the information, subject to entry, presented by the applicants or collected officially or issued by the Commission and its bodies.
(3) Copies of the original documents shall be presented in the Commission, certified by the person, having signed the application, unless other certification is required by a regulatory act. Upon request the originals of the documents shall be also presented.
(4) The deputy chairpersons of the Commission may establish obligatory forms on paper and electronic registration forms, in which the applicants to fill in the information, subject to entry, in the indicated model and format.
(5) The electronic registration forms under para 4 shall be electronic documents within the meaning of Art. 3, para 1 of the Act on the Electronic Document and the Electronic Signature, worked out in compliance with the standards, the procedures and the rules underArt. 6, para 8.
Art. 6. (1) For each person, subject to registration, a file shall be opened in the electronic data base with a unique index, in which the entries provided for in the ordinance shall be made.
(2) Each file shall consist of records, corresponding to the information, subject to entry. Each type of record shall have unique index and structure, which are the same for all files.
(3) Each record shall contain the following columns:
1. the number and the date of the order of the respective deputy chairperson of the Commission, with which the entryhas been ruled;
2. the date of the entry;
3. the type of the entry;
4. the name of the official who made the entry.
(4) Any subsequent entries shall be made so that no information, contained in previous entries is affected.
(5) Where an entry is deleted,it shall be noted in the relevant record that the entryhas been deleted. The deletion may not lead to any loss or damage of the information about the entry, which has been deleted.
(6) Any errors, made at the time of entry, shall be corrected by virtue of an order by the respective deputy chairperson of the Commission, and such correction shall be marked in the relevant record. The correction may not lead to any loss or damage of the entered information, which has been corrected.
(7) The Commission shall establish and maintain automated information system for review and dissemination in electronic way of the information, contained in the registers underArt. 2.
(8) The standards, the procedures and the rules for organization and functioning of the automated information system shall be determined by the Commission.
Art. 7. (1) A dossier shall be opened in the cardindex for each person, subject to registration, arranging in chronological manner in the order of submission all orders for entry, related to such person as well as the information, subject to entry, documented on paper.
(2) Each dossier shall have a unique index, coinciding with the index of the file of the registered person.
(3) All documents, arranged in the dossier, shall be accompanied by a description list, specifying the date of submission of the documents listed. The description list shall be certified by the official who is keeping the cardindex of the registered persons.
Art. 8. (1) The entry of the information in the file of the registered persons and the arrangement of documents in the dossier of such persons shall be made by officials, determined with an order by the Chairman of the Commission, in compliance with rules set out in regulatory acts or established by the Commission.
(2) The entries in the registers shall be made till the end of the first businessday at latest, following the ruling of the order for entry, unless other term has been specified in a regulatory act.
Art. 9. (1) Any person shall be entitled to a free access to the information, contained in the registers under Art. 2.
(2) The access for review of the information, contained in the electronic data base, shall be ensured by automated information system at a place in the building of the Commission, specified with an order by the Chairman of the Commission, as well as on the web site of the Commission in the Internet.
(3) The access for review of the information, contained in the cardindex of the registered persons, shall be ensured at a place in the building of the Commission, specified with order by the Chairman of the Commission.
Art. 10. (1) Any person mayrequestthe issuance of a reference with regard to the information, entered in the registers underArt. 2, on paper or on electronic medium.
(2) The requests for review of the information, entered in the registers underArt. 2, as well as for the issuance of a reference under para 1, shall be submitted to an official, determined with an order by the Chairman of the Commission.
Chapter Three.
STORING OF THEREGISTERS
Art. 11. Any activities related to the storing of the registers shall be carried out by the officials, who keep the registers, or under their guidance and supervision, in compliance with rules set out in regulatory acts or established by the Commission.
Art. 12. (1) The electronic data base shall be stored in a way, which ensures the integrity of the information and controlled access for making entries and review in compliance with the requirements of the ordinance.
(2) Copying of information from the date base on electronic medium and from the cardindex of the registered persons on paper outside of the cases under Art. 10 shall be implemented only subject to permission by the Chairman of the Commission.
(3) An archive copy of the electronic data base shall be made on a daily basis at the end of the business day.
(4) The electronic data base shall be copied on a separate electronic medium at least once weekly at the end of the last business day of the week.
Art. 13. (1) The cardindex shall be stored in a way, which ensures its physical integrity.
(2) Dossiers from the card-index can be taken out of the premises, in which they are stored, or submitted for examination only in accordance with a procedureset up by the Commission.
Chapter Four.
CIRCUMSTANCES SUBJECT TO ENTRY
Section I.
Circumstances Subject to Entry, Common for All Registers
Art. 14. (1) In the file of each legal person, regardless of the register, in which it is kept, shall be entered:
1. the trade name, as well as data about changes in the trade namewhere such changes have occurred after the incorporation of the legal person;
2. Unique Identification Code (UIC);
3. the legal and organizational form;
4. the seat;
5. the registered office, the address for correspondence, telephone (fax), electronic address (e-mail) and electronic site in the Internet (web-site);
6. the seats and the addresses of the branches, if any;
7. the date and the manner of incorporation;
8. the objects of activity;
9. the term, for which the legal person is established, if any;
10.the amount of the capital;
11. the number and the nominal value of the shares of stock, respectively of the interests;
12. the type, the classes of shares of stock and the rights related thereto, including any special rights and privileges, if such have been provided;
13. the procedure for transfer of the shares of stock, respectively the interests;
14. the way of representation;
15. the management and supervisory bodies;
16. the names (Christian name, middle name and surname) of the members of the management and supervisory bodies; for legal persons respectively the trade name, UIC, the seat and registered office shall be entered;
17. the names (Christian name, middle name and surname) of the natural persons, who represent the legal persons – members of the management and supervisory bodies, in the discharge of their obligations in the board;
18. the names (Christian name, middle name and surname) of the persons, vested with representative powers;
19. the names (Christian name, middle name and surname) of all other persons, authorized to represent and to manage;
20. the reorganization of the legal person, including merger, consolidation, split and spin-off, the transformation of one type of commercial company into another one;
21. the Articles of Association, respectively the Articles of Incorporation;
22. the register or the registers, where the person is entered;
23. the administrative coercive measures imposed by the Commission, respectively by deputy chairperson of the Commission, as well as their revoking, the legal provisions that have been violated, number and date of the decision;
24. the pecuniary sanctions imposed by the Chairman of the Commission, respectively by a deputy chairperson of the Commission, having entered into force, the legal provisions, that have been violated, number and date of the penal warrant;
25. the fines imposed on the persons, who are authorized to manage and to represent the company, by the Chairman of the Commission, respectively by a deputy chairperson of the Commission, having entered into force, the legal provisions that have been violated, number and date of the penal warrant;
26. number and date of the decision for the initiation of a winding up procedure;
27. number and date of the decision for the initiation of a bankruptcy procedure;
28. number and date of the decision for the deletion of the legal person.
(2) In the cases when some of the data under para 1 are not applicable for a specific person, they shall be substituted by the respective information.
Section II.
Circumstances Subject to Entry in the Register of Regulated Markets
(Title am. – SG, iss. 63 in 2008)
Art. 15. (Am. – SG, iss. 12 in 2006; iss. 63 in 2008) (1) In the register of the regulated markets shall be entered:
1. the decision of the Commission granting a license to carry out activity as a regulated market;
2. the trade name, UIC, seat and registered office of the market operator;
3. the amount of the market operator’s capital;
4. the names (Christian name, middle name and surname) of the natural persons possessing qualifying holding in the market operator as well as the amount of that holding;
5. the trade name, UIC, seat and registered office of the legal entities possessing a qualifying holding in the market operator as well as the amount of that holding;
6. the names (Christian name, middle name and surname) of the natural persons, elected as members of the Board of Directors, of the management and supervisory board of the market operator;
7. the trade name, UIC, seat and registered office of the legal entities elected as members of the Board of Directors, of the management and supervisory board of the market operator;
8. the names (Christian name, middle name and surname) of the natural persons who represent the legal entities, members of the Board of Directors, of the management and supervisory board of the market operator;
9. the names (Christian name, middle name and surname) of all other persons empowered to manage and represent the market operator;
10. the data about the qualification and professional experience of the persons under item 6, 7, 8 and 9;
11. the Rules of the regulated market’s operation;
12. the names (Christian name, middle name and surname) of the natural persons and the trade name, UIC, seat and registered office, the subject of activity of the legal entities – members and participants in the regulated market;
13. the annual and the 6-months report under Art. 85 para 6 of the Markets in Financial Instruments Act (MFIA);
14. the approval of the Minister of Finance and the Governor of the Bulgarian National Bank (BNB) under Art. 74 para 1 of the MFIA;
15. the approval under Art. 100 para 2 item 2 MFIA for completion of the transactions settlement through a system, other than that which the regulated market applies;
16. the approval under Art. 101 para 2 MFIA for making clearing and/ or settlement of transactions concluded on the regulated market through a central counterparty, clearing house and settlement system in other MemberState;
17. the Commission’s decision for withdrawal of a license to pursue the activity of a regulated market;
18. (Christian name, middle name and surname) of the appointed quaestors;
(2) Where the regulated market and the market operator are separate legal persons, besides the data and documents of para 1, under the file of the regulated market shall be entered:
1. the Articles of Association, the Article of Incorporation and the other constituent acts of the regulated market;
2. the documents evidencing the allocation of the duties between the regulated market and the market operator in relation to the regulated market’s operation.
(3) For the regulated market which has notified the Commission that it intends to conclude agreements for facilitation of the access to its trading systemon the territory of other Member State, shall be entered the following circumstances:
1. the host MemberState;
2. information about the agreements which the regulated market intends to conclude;
3. date from which the regulated market can commence to pursue activity on the territory of the relevant MemberState.
(4) In the register under para 1, for regulated market which has been granted an authorization to carry out activity by a competent authority of other Member State, of which the Commission has been notified by the competent authority of the relevant Member State according Art. 95 para 1 MFIA, shall be entered the following circumstances:
1. the home MemberState;
2. seat and registered office of the market operator;
3. the information on the agreements which the regulated market intends to conclude for facilitation of the access to its trading system;
4. the date from which the regulated market can commence to pursue activity on the territory of the Republic of Bulgaria;
5. the competent authority from the relevant MemberState, exercising supervision over the operation of the regulated market.
(5) In the cases when a market operator organizes also a multilateral trading facility MTF), in the register according para 1 under the file of the regulated market, organized by the market operator, about the MTF shall be entered:
1. the decision of the Commission whereby a license is issued for organization of MTF;
2. the rules of trading, including also the criteria for compliance with the provisions of Art. 51 para 1 LPOS;