BULGARIA Law and Practice Contributed by: Yordan Naydenov, Mihail Vishanin and Hristian Gueorguiev, Boyanov & Co.
2. Overview of Regulatory Field 2.1 Acquiring a Company
There are strong indications that the IT sector, which had been facing difficulties towards the end of 2023 and to some extent throughout 2024, is already “wak - ing up”, and it is expected to return to the level of activity known from previous years in terms of number of deals. In terms of the magnitude of the expected acquisitions, the expectations are more moderate. The role of local private equity funds is also becoming more and more noticeable, with some of them already daring to turn their eyes towards neighbouring mar - kets such as Croatia, Serbia and North Macedonia. More and more private companies and angel investors are also showing interest in investing in companies situated in regions far from the Balkan region. That said, the Baltics and Central Europe are emerging regions of interest. The war in Ukraine will continue to be a huge destabi - lising factor across the entire region, negatively affect - ing normal political and business life in the country, yet certain efforts to put an end to the conflict are already visible at the time of writing (February 2026). On the other hand, the efforts of Bulgaria to become a full member of the Schengen Area were success - ful, and on 1 January 2025, the land border barriers with the neighbouring EU member states (“Member States”) were effectively lifted. As of 1 January 2026, Bulgaria was admitted to the eurozone; thus, the last remaining obstacle to Bulgaria’s full EU integration was removed. This adds further optimism regard - ing the business future of the country, M&A activity included. 1.3 Key Industries The most active sectors in the past 12 months include energy (renewables in particular), IT and fin - tech, healthcare and business real estate (large office centres and mid-sized commercial malls). There was one deal in the banking sector (announced in 2025, closed in early 2026) which due to its size made this business sector not just visible but leading in terms of M&A activity.
The typical legal means of acquiring a company is through acquisition of shares in its capital. Acquisition of the entirety or a part of a company’s going concern is also common. 2.2 Primary Regulators In principle, no state authority regulates M&A activity in Bulgaria. However, depending on the sector in which the target operates, an approval may be required, for example from the European Central Bank (including through the Bulgarian National Bank) if the target is a banking institution, from the Financial Supervision Commission if the target is an insurance company, etc. In the case of a concentration of business activ - ity, an antitrust clearance from the Bulgarian Commis - sion on the Protection of Competition (CPC) may be required, provided certain rather low thresholds are exceeded. 2.3 Restrictions on Foreign Investments Foreign nationals or non-resident legal persons may acquire a right to ownership of land in Bulgaria under the terms arising from the accession of the Republic of Bulgaria to the EU, or by virtue of an international treaty which has been ratified by, has been promul - gated in, and has entered into force for the Republic of Bulgaria, as well as through legal succession. Addi - tional special restrictions and rules apply with respect to the acquisition of agricultural lands. There are restrictions on certain foreign investments coming from so-called “offshore” zones – compa - nies registered in such zones or their subsidiaries are prohibited from owning shares in banks, insur - ance companies and some other regulated entities, and from participation in public procurement proce - dures, tender procedures for the sale of state-owned or municipality-owned properties, etc. These restric - tions could be overcome subject to proper disclosure of specific data about the company registered in the offshore zone and its ultimate beneficiary owner. The most up-to-date list of the offshore zones contains the names of just five jurisdictions (initially there were more than 30), namely Christmas Island (Australia),
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