BULGARIA Law and Practice Contributed by: Marin Sarafov, Petya Norova, Iva Georgieva and Eduard Milchev, G&P Law
• goods from Russia and Belarus – to mitigate the EU’s economic dependency on these states; • agricultural products – as part of the protection rules for the agricultural sector; and • the import of steel and aluminium from China, Rus - sia and Brazil – as anti-dumping measures.
Since November 2025, the CPA has also permitted voluntary notification in respect of concentrations that fall below the mandatory thresholds. In addition, the 2025 amendments introduced a call-in power enabling the CPC to require notification of a below-threshold transaction within six months of its completion, where the combined Bulgarian turnover of all participants exceeds EUR12.78 million (BGN25 million) and the transaction raises concerns that effective competi - tion may be significantly impeded, in particular as a result of the creation or strengthening of a dominant position. The CPA imposes a standstill obligation on notifiable concentrations. Transactions requiring notification may not be implemented before the CPC grants clear - ance. Failure to notify, or implementation of a trans - action prior to clearance (gun-jumping), may result in fines of up to 10% of the aggregate group turnover of the acquiring undertakings for the preceding financial year. 6.2 Merger Control Procedure Notification Merger control proceedings are conducted before the CPC. A notification must generally be submitted after the transaction documents have been executed, a public tender offer has been announced, or control has been acquired, but before any steps are taken to implement the transaction. Exceptionally, upon request of the parties, the CPC may assess a concen - tration prior to signing where the parties can demon - strate a genuine intention to conclude the transaction or have publicly announced an intention to make a tender offer. In cases of a merger or the acquisition of joint control, the notification must be filed jointly by the parties. In cases of sole control, the obligation falls on the acquirer alone. The notification must be submitted in the standard form approved by the CPC and include comprehen - sive information regarding the parties and their corpo - rate groups, the ownership and control structure, the nature and legal basis of the transaction, the relevant markets, etc.
6. Competition Law 6.1 Merger Control Notification
Merger control in Bulgaria is governed by the Bulgar - ian Competition Protection Act (CPA) and adminis - tered by the Bulgarian Commission for Protection of Competition (CPC). Concentrations meeting the statu - tory jurisdictional thresholds are subject to mandatory prior notification and may not be implemented before A concentration arises where a transaction results in a lasting change of control over an undertaking. This includes mergers between previously independent undertakings, acquisitions of direct or indirect sole or joint control over one or more undertakings or parts thereof, and the establishment of a full-function joint venture performing, on a lasting basis, all the func - tions of an autonomous economic entity. The acqui - sition of a minority shareholding does not, in itself, constitute a notifiable concentration. When is Notification Required? Bulgarian merger control applies not only to domes - tic transactions but also to foreign-to-foreign transac - tions, provided that the statutory thresholds are met. Notification is mandatory where the aggregate Bulgar - ian turnover of all undertakings concerned exceeds EUR12.78 million (BGN25 million) during the preced - ing financial year and either: • the Bulgarian turnover of each of at least two undertakings concerned exceeds EUR1.53 million (BGN3 million); or • the Bulgarian turnover of the target undertaking exceeds EUR1.53 million (BGN3 million). Turnover is assessed at group level in accordance with the CPA. obtaining clearance from the CPC. What Constitutes a Concentration?
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