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Insights June 2024

The new EU AML framework and its far-reaching implications  

The Council of the European Union has recently adopted a new set of Anti-Money Laundering (AML) rules, nearly three years after the European Commission unveiled its package of legislative proposals. The legislative package introduces significant changes to the EU’s AML and Countering the Financing of Terrorism (CFT) landscape, including: A more detailed and synchronised approach as to implementing parts of the AML/CFT regulations such as in respect of client due diligence, internal policies and identification of beneficial owners; A requirement for each obliged entity to have a compliance manager (member of the management body/senior management); Extending the list of obliged entities to include (amongst

Insights June 2024

Navigating the Regulatory Landscape: An Overview of Banking as a Service

In an era defined by digital transformation and the ever-evolving landscape of financial services, the concept of banking as a service (“BaaS”) has emerged as a key force reshaping the industry. By enabling non-bank entities to offer financial services through partnerships with licensed banks or financial institutions, BaaS has opened up a new realm of possibilities, facilitating innovation, enhancing customer experience and promoting financial inclusion. However, realising these opportunities is closely linked to navigating the complex regulatory framework that governs BaaS operations. BaaS can take various forms, allowing non-licensed entities to provide financial products such as banking, payment, e-money

Insights June 2024

Update on the ESG reporting obligations in Bulgaria, Croatia, the Czech Republic, Hungary, Romania and Slovakia

CSRD implementation uneven a month before deadline June 2024 – With less than a month to go before the 6 July 2024 deadline for transposing the EU Corporate Sustainability Reporting Directive (EU) 2022/2464 (the "CSRD", the “Directive”), countries in Central and Eastern Europe (“CEE”) are still at different stages of implementation. While Romania and Slovakia have completed their legislative processes, Bulgaria and Croatia are still in the legislative pipeline. The Czech Republic and Hungary have completed, at least partially, their transposition, with additional legislation still to be implemented, albeit within uncertain timeframes. For a more comprehensive overview of each stage of the progress on CSRD transposition

Insights May 2024

Kinstellar Sofia authors the Bulgarian chapter of the GAR Commercial Arbitration

Kinstellar’s team in Sofia authored the Bulgarian chapter on Commercial Arbitration 2024, published by the Global Arbitration Review (GAR), the leading resource on international arbitration news and community intelligence. Our Bulgarian experts contributed with answers to a total of 51 questions across a variety of topics such as the infrastructure for international arbitration in Bulgaria, requirements for an arbitration agreement, the arbitral procedure, and enforcement. The publication was put together by Boryana Boteva (Senior Counsel), thanks to her significant experience in advising and representing clients in international and domestic arbitration proceedings on commercial and investment disputes, and in litigations

Insights May 2024

Major changes in Bulgarian gambling regulation

In a recent legislative update in the Bulgarian Gambling Act, major changes to regulations governing organisers of gambling games and activities and gambling advertisements have been introduced. Most of the amendments enter into force on 18 May 2024. These amendments entail substantial alterations to the activities of gambling organisers, bans on advertisements (including an updated definition of gambling advertisement), and measures affecting service providers connected with the gambling industry and can be divided into the following sample groups: Advertisements ban For example: gambling advertisements on, among others, television, radio, newspapers and online media (including websites) have been totally

Insights May 2024

Investing in a variable capital company in Bulgaria

In less than two months, businesses will have the opportunity to start using a new corporate vehicle available in Bulgaria – the variable capital company (“VCC”). The VCC structure has been designed to give more flexibility to founders and start-ups while reducing initial incorporation costs. But does this flexibility also benefit investors? Below are some considerations that investors should keep in mind before investing in a VCC: Increased importance of a thorough corporate due diligence – To date, entrepreneurs in Bulgaria have tended to use limited liability companies to start their businesses. Investors can quickly and easily verify the title over shares and the capital and shareholding structure

Insights April 2024

Update on the ESG reporting obligations in Bulgaria, Croatia, the Czech Republic, Hungary, Romania and Slovakia

CSRD implementation: regional progress uneven as deadline draws near As the 6 July 2024 deadline for implementation of the EU Corporate Sustainability Reporting Directive (EU) 2022/2464 (the "CSRD") approaches, a new landscape of reporting standards is beginning to take shape across Central and Eastern Europe ("CEE"). Three of the six countries in CEE (the Czech Republic, Hungary and Romania) adopted legislative acts in the beginning of 2024 that, at least partially, implement the CSRD into national legislation. The progress in Slovakia, Bulgaria and Croatia however has been slower. Our third status update on the CSRD implementation in Bulgaria, Croatia, the Czech Republic, Hungary, Romania and Slovakia is available here. For

Insights April 2024

Amendments to the Bulgarian Labour Code

Strengthening the home-office regime and enhancing remote workplace safety As workplaces evolve and remote work remains prevalent, amendments to the Bulgarian Labour Code have been recently adopted to reshape the regulations governing home-office arrangements and remote workplace safety standards. The amendments further address the impact of digitalisation and new technologies on work and aim to improve the work-life balance of employees. Mandatory specification of remote workplace An important change is the explicit requirement to define the exact address of the remote workplace. This is already the case in practice, also in line with the authorities’ guidelines. Better clarity in the law will further help to ensure compliance

Deals April 2024

Kinstellar advises UEG on the acquisition of a solar project in Bulgaria with a forecasted capacity of 250 MW

April 2023 – Kinstellar has supported United Energy Group (UEG)’s internal legal team, Leslie Zhang, Yu Zheng, Yao Liu and other UEG in-house counsels, on the acquisition of Green Profit EOOD, a developer of a photovoltaic (PV) project under construction. The Simeonovgrad-Polyanovo PV project, located in southern Bulgaria, has a forecasted capacity of 250 MW. Kinstellar led and negotiated the entire transaction, including the share purchase agreement and other transaction documents. UEG is a Hong Kong-based producer of traditional and renewable energy that has recently expanded its presence in the European energy market. The multi-disciplinary team that advised UEG was led by Nina Tsifudina (Partner) and Atanas Mihaylov (Counsel)

Insights March 2024

Get ready for the new foreign direct investment screening regime in Bulgaria

A foreign direct investment screening mechanism entered into force in Bulgaria on 12 March 2024. The mechanism applies Regulation (EU) 2019/452, establishing a framework for the screening of foreign direct investment (“FDI“) into the Union. This is a significant development in the regulatory landscape governing foreign investments in Bulgaria, although some uncertainty remains as to its impact. Due to certain lack of clarity in the final text of the legislation, each investment should be carefully analysed on a case-by-case basis, especially during the transition period. Investments requiring an FDI approval According to the bill amending the Investment Promotion Act (“IPA”), an investment in Bulgaria is

Insights February 2024

Update: ESG reporting obligations in Bulgaria, Croatia, the Czech Republic, Hungary, Romania and Slovakia

With the 6 July 2024 deadline for the implementation of the EU Corporate Sustainability Reporting Directive (EU) 2022/2464 (the "CSRD”) looming, Member States across the EU have been moving at different speeds to adopt their respective local implementing legislation. Our second status update on the CSRD implementation in Bulgaria, Croatia, the Czech Republic, Hungary, Romania and Slovakia is available here. At the time of writing, three of the six countries in Central and Eastern Europe that we have been following – the Czech Republic, Hungary and Romania – have already adopted legislative acts that, at least partially, implement the CSRD into national legislation. Slovakia has brought a draft act to parliament

News January 2024

Kinstellar’s Sofia office welcomes Boryana Boteva as Head of Projects & Infrastructure

Kinstellar Sofia expands its Projects & Infrastructure service line with the addition of Boryana Boteva who joins the firm as a Senior Counsel and Head of Projects & Infrastructure in Sofia. With over 25 years of experience in public procurement, public-private partnerships and project finance, Boryana is a prominent legal expert in the field. Her practice also focuses on corporate, M&A, international arbitration, commercial litigation and international taxation. Boryana has acted as an advisor to Bulgarian public institutions on flagship projects in the infrastructure and energy sectors. In addition, she has advised on a wide range of financings of business activities or specific projects in Bulgaria