BULGARIA Law and Practice Contributed by: Yordan Naydenov, Mihail Vishanin and Hristian Gueorguiev, Boyanov & Co.
2.6 National Security Review In March 2024, Bulgaria introduced a general approval regime for foreign investments in accordance with the requirements of Regulation (EU) 2019/452 of the Euro - pean Parliament and of the Council of 19 March 2019 establishing a framework for the screening of foreign direct investments into the Union (“FDI Screening Regulation”). In summary, FDI by a foreign investor (a non-EU investor, or an EU entity controlled by a non-EU entity or entities) in the sensitive sectors listed in Article 4 (1) of the FDI Screening Regulation (eg, energy, transport, data, media, defence, critical tech - nologies, oil and gas, food security, etc) that exceeds the threshold of EUR2 million or targets at least 10% of the share capital of a company operating in the country must be notified and approved in advance by a special Interdepartmental Council on FDI Screening. The secondary legislation was adopted in July 2025 and supplemented in September 2025, making the regime fully operational at the present moment. The screening regime is already a rather serious factor to be accounted for in the planning of M&A transactions in Bulgaria. All investments from Russian or Belarusian investors, regardless of size or sector, are subject to mandatory vetting. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Many changes introduced in connection with the COVID-19 pandemic have become permanent. For example, the temporarily extended deadlines for filing annual financial statements with the tax authorities and for their announcement by Bulgarian companies (respectively, 30 June and 30 September of the follow - ing accounting year) have become the regular dead - lines. Public companies continue to have the right to conduct their general meetings without the physical presence of the shareholders, including online par - ticipation. Some of the amendments to the Public Offering of Securities Act (POSA) in the past three years aim at transposition of the Shareholder Rights Directive II into the Bulgarian legislation. Such amendments include regulation of proxy advisers, General Meet -
Guam (USA), Pitcairn (UK), the Republic of Palau and the US Virgin Islands. 2.4 Antitrust Regulations The Bulgarian antitrust legislation is harmonised with the relevant EU regulations, which are also directly applicable in Bulgaria. A concentration of a business activity resulting in a change of control is subject to notification to the CPC, if the combined turnover of the undertakings concerned in Bulgaria exceeds EUR12,782,297 and each of at least two of the under - takings concerned had a turnover in Bulgaria exceed - ing EUR1,533,875 in the year preceding the transac - tion, or the target company had a turnover in Bulgaria exceeding EUR1,533,875 in the year preceding the transaction. In October 2025, Bulgaria implemented significant amendments to its merger control regime by introduc - ing an ex-post call-in mechanism. This mechanism empowers the CPC to require notification of transac - tions that were not initially notifiable, within six months of their completion. The call-in applies where the par - ties’ combined turnover in Bulgaria exceeds BGN25 million and the transaction may significantly impede effective competition, including in cases of so-called “killer acquisitions”. As a result, the traditional “safe harbour” for small-scale or technology-driven acquisi - tions was effectively eliminated, while the regulatory risk of post-closing scrutiny by the CPC increased, even in transactions for which no filing obligation ini - tially existed. However, the same legislative amend - ments also introduced a voluntary notification frame - work aimed at enhancing legal certainty, as well as expanding the grounds for initiating Phase II merger investigations. 2.5 Labour Law Regulations The labour law regulations are provided in the Bul - garian Labour Code and other applicable legislation, depending on the type of transaction. Executions of share deals do not require prior notification to the employees. Transfers of the entirety or a part of a company’s going concern, as well as mergers and spin-offs, require a notification two months in advance and negotiations with the affected employees. The TUPE rules for protection of employees are applicable to such transactions.
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