Regulatory Approvals in M&A

Merger control — CPC

The Commission for Protection of Competition (CPC) is the principal authority for merger control in Bulgaria. Any transaction involving the acquisition of control or decisive influence over another undertaking is subject to mandatory notification if certain thresholds are met.

Notification thresholds

Mandatory notification to the CPC is required when:

• The combined aggregate turnover of the parties to the concentration on the territory of Bulgaria exceeds BGN 25 million (approximately EUR 12.8 million) for the preceding financial year, AND
• The turnover of each of at least two of the participants on the territory of Bulgaria exceeds BGN 3 million (approximately EUR 1.5 million)

The thresholds relate to turnover on the territory of the Republic of Bulgaria. For groups of undertakings, the consolidated turnover of the entire group is included.

Phase I — preliminary review (up to 25 working days)

Upon filing a complete notification, the CPC has 25 working days to issue a decision. If the concentration does not raise serious doubts regarding competition concerns, the CPC approves it unconditionally. In practice, most transactions are approved in Phase I — within 4-5 weeks of filing.

Phase II — in-depth investigation (90 working days)

If the CPC identifies serious doubts, it opens Phase II — an in-depth investigation lasting up to 90 working days (with the possibility of extension). At this stage, the CPC may request detailed market information, conduct market testing and impose conditions (commitments) for clearing the concentration — structural (divestiture of assets/business) or behavioural (obligations regarding specific market conduct).

Fees

• Notification fee — BGN 1,000 (upon filing)
• Clearance fee — 0.1% of the combined turnover of the participants on the territory of Bulgaria, but no more than BGN 60,000 (approximately EUR 30,600)

Standstill obligation and gun-jumping

The concentration may not be implemented before obtaining clearance from the CPC (standstill obligation). Completing the transaction before clearance (gun-jumping) is a serious infringement, subject to a fine of up to 10% of the total annual turnover of the infringer for the preceding financial year. Gun-jumping includes not only the formal closing of the transaction, but also any de facto exercise of control or coordinated conduct between the parties before clearance.

November 2025 amendments

The amendments to the Protection of Competition Act, which entered into force in November 2025, introduced significant new mechanisms:

Voluntary pre-notification

Parties to a concentration may voluntarily notify the CPC even when the mandatory notification thresholds are not met. This is useful for transactions that could potentially raise competition concerns (e.g. in highly concentrated markets or so-called "killer acquisitions" in the technology sector).

Call-in powers (ex officio proceedings)

The CPC was granted the power to require ex officio notification of concentrations that do not reach the mandatory thresholds but meet the following conditions:

• The combined turnover of the participants on the territory of Bulgaria exceeds BGN 25 million
• The call-in deadline is 6 months from the implementation of the concentration
• The CPC has broad discretion in assessing whether the concentration may affect competition — the power covers all sectors, without limitation

These amendments follow the European trend of tightening control over below-threshold transactions, inspired by the European Commission's practice under Art. 22 of Regulation (EC) No 139/2004 (Illumina/GRAIL decision).

Foreign Direct Investment screening (FDI)

Since January 2025, the Foreign Investment Screening Act has been in force, transposing Regulation (EU) 2019/452. The regime introduces mandatory screening for investments from third countries (outside the EU/EEA) in critical sectors.

Scope and triggers

Screening applies when acquiring 10% or more of the capital or votes, or when an investment of EUR 2 million or more is made in undertakings operating in:

• Critical infrastructure — energy, transport, water supply, telecommunications, media, data storage, space and defence facilities
• Critical technologies — artificial intelligence, robotics, semiconductors, cybersecurity, space technologies, nuclear energy, nanotechnologies, biotechnologies
• Critical raw materials and resources — supply of strategic materials, food security
• Access to sensitive information — personal data, media freedom, electoral infrastructure

Procedure

Notification is mandatory before the investment is implemented. The Inter-ministerial Screening Council (chaired by the Ministry of Innovation and Growth) conducts a preliminary review and may approve the investment, approve it with conditions, or prohibit it. The decision deadline is 45 calendar days (extendable to 90 days for in-depth review).

Sanctions

Implementing an investment without notification or in breach of conditions is subject to a fine of 5% of the investment value, but not less than BGN 50,000. The transaction may be declared null and void.

Sector regulators

In addition to the CPC and FDI screening, certain sectors require approval from specialised regulatory authorities:

Bulgarian National Bank (BNB)

The acquisition of a qualifying holding (10%, 20%, 33% or 50%) in a credit institution requires prior approval from the BNB under the Credit Institutions Act and Regulation (EU) No 575/2013. The BNB assesses the financial stability of the applicant, the origin of funds and the impact on the banking system. The decision period is up to 60 working days.

Financial Supervision Commission (FSC)

The FSC oversees transactions in the insurance and pension sector (acquisition of qualifying holdings under the Insurance Code), management companies and investment firms, as well as public companies. For public companies, the FSC approves mandatory and voluntary tender offers.

Energy and Water Regulatory Commission (EWRC)

A change of ownership or control over a licensee under the Energy Act requires notification to and approval from the EWRC. This includes electricity distribution companies, district heating companies, gas distribution companies and licensed electricity producers.

Communications Regulation Commission (CRC)

A change of ownership or control over an undertaking providing electronic communications services requires notification to the CRC under the Electronic Communications Act.

Tender offers for public companies

The acquisition of shares in a public company is regulated by the Public Offering of Securities Act (POSA) and is subject to specific rules:

Mandatory tender offer

The obligation to make a tender offer arises upon reaching the following thresholds:

• 1/3 of the votes — directly or indirectly (including through related parties and concerted action)
• 50% of the votes — when increased by more than 3% within 1 year
• 2/3 of the votes — when increased by more than 3% within 1 year

Price requirements

The price in the tender offer may not be lower than the higher of: (i) the volume-weighted average market price for the past 3 months and (ii) the highest price paid by the offeror or related parties in the past 12 months. In the absence of sufficient liquidity, an independent valuation is carried out.

Procedure

• Filing the tender offer with the FSC for approval
• FSC review — 20 working days
• Publication and acceptance period — 28 to 70 days
• Opinion of the target company's management body
• Completion and settlement through the Central Depository

Squeeze-out and sell-out

Upon reaching 95% of the votes, the majority shareholder may make a squeeze-out offer under Art. 157a of the POSA — compulsory acquisition of the remaining shares. Correspondingly, minority shareholders have the right to demand that their shares be bought out (sell-out) at the same threshold.

Challenging decisions

CPC decisions are subject to appeal before the Supreme Administrative Court (SAC) within 14 days of notification. The appeal does not suspend the effect of the decision unless the SAC orders otherwise. FSC decisions are appealed before the SAC under the Administrative Procedure Code. FDI screening decisions are subject to judicial review under the general procedure.

When appealing a prohibition of a concentration or conditions imposed by the CPC, it is important to strategically assess whether the appeal is advisable, considering the duration of court proceedings (12-18 months) and the business consequences of the delay.

Frequently asked questions