Fintech vs. Traditional Banks: The Legal Sandbox of Bulgarian Company Incorporation

Incorporating a limited liability company in Bulgaria is relatively straightforward. Yet one seemingly simple requirement raises an interesting legal question.

Under Bulgarian law, the share capital must be paid up before registration, and evidence of the capital contribution must be submitted to the Commercial Register.

The applicable regulations expressly refer to capital deposited with a bank.

But what happens when the funds are held with a licensed European payment institution or electronic money institution instead?

The distinction becomes particularly interesting when comparing different financial service providers:
▪ Wise, a licensed payment institution, requires a business registration number as part of its standard verification process.
▪ Revolut Bank UAB, a licensed credit institution, generally requires companies to be fully incorporated before opening a Revolut Business account.
▪ Paysera, operating under an electronic money institution licence, expressly offers capital contribution accounts for Bulgarian companies prior to incorporation.

This creates an interesting paradox: a non-bank financial institution offers a service specifically designed for company incorporation, while a licensed bank does not provide the same functionality through its standard business account opening process.

At the same time, certain Bulgarian banks already offer fully remote opening of capital contribution accounts, subject to specific eligibility requirements.

The legal question, however, goes beyond the availability of these services.

Under EU law, payment institutions and electronic money institutions are authorised to provide payment services across the internal market. Yet Bulgarian company registration regulations continue to refer specifically to capital deposited with a bank.

Should evidence of a capital contribution issued by a licensed European non-bank payment services provider be treated differently from equivalent documentation issued by a credit institution?

The issue is not entirely settled, even though modern payment technologies provide the exact same level of reliability and verifiability as traditional banking services.

As financial services continue to evolve, should company incorporation rules focus primarily on the regulatory status of the account provider, or on the reliability and verifiability of the capital contribution itself?