BULGARIA Law and Practice Contributed by: Nikolay Zisov, Svetlina Kortenska, Deyan Terziev and Teodora Peycheva, BOYANOV & Co.
In exceptional cases, the authority also has ex post screening powers to review other FDIs on national security grounds, irrespective of their value and field of activity. In addition to the general approval regime, certain sector-specific restrictions apply to foreign invest- ments of offshore companies from tax havens, as well as FDIs in the gambling industry and in the acquisition of farmland, but they are rather limited in scope and effect. 7.4 National Security Review/Export Control Other than the FDI screening process outlined in 7.3 Restrictions on Foreign Investments , there are no additional rules on national security review. Export control rules in Bulgaria are in line with the EU export control legal framework. Export/import control exists with respect to the following groups of items: • defence-related products listed in a special list approved by the Bulgarian Council of Ministers and published in the State Gazette in accordance with the Bulgarian Defence-Related Products and Dual- Use Items and Technologies Export Control Act; • dual-use items subject to control of export, bro- kering, technical assistance and transit are listed under Annex I of Regulation (EU) 2021/821; • dual-use items subject to control of transfer are listed under Annex IV of Regulation (EU) 2021/821; and • defence-related products as well as dual-use items and technology subject to import control are listed under Regulation 208/07.06.2024 of the Bulgarian Council of Ministers. 7.5 Antitrust Regulations The local merger control rules are triggered where a transaction constitutes a “concentration” within the meaning of the Bulgarian Protection of Competition Act and the relevant domestic turnover thresholds are met. As a rule, concentrations are notifiable to the Commis- sion for the Protection of Competition (CPC), if they are not within the competence of the European Com-
mission. “Concentration” is in place in case of change of control on a lasting basis and specifically: • in the case of the merger or amalgamation of two or more previously independent undertakings; or • where one or more persons, already controlling at least one undertaking, acquires control, directly or indirectly, in respect of other undertakings or parts of them, via acquisition of shares or property, by contract or by any other means. Joint ventures performing on a lasting basis all the functions of an economically autonomous entity would also constitute a concentration. A change of control assessment would require con- sideration of both the law and facts. Generally, the substantive test is whether the transaction will result in the ability to exercise decisive influence over an inde- pendent undertaking by means of the right of veto on one or more of the strategic decisions of the company (eg, approval of the budget and business plans, and appointment of senior management). In Bulgaria, there is currently no market-share notifi- cation threshold. The quantitative criterion is based on domestic turnover thresholds and a transaction is subject to mandatory prior notification and clearance by the CPC where: • the combined aggregate annual turnover of all the undertakings participating in the concentration in the territory of Bulgaria during the preceding finan- cial year exceeds BGN25 million; and • either the total annual turnover of each of at least two of the undertakings participating in the con- centration in the territory of Bulgaria during the pre- ceding financial year exceeds BGN3 million; or • the total annual turnover in the territory of Bulgaria during the preceding financial year of the entity subject to acquisition (the target) exceeds BGN3 million. The undertakings are obliged to notify the CPC of the concentration after the contract is concluded, after the tender bid is publicly announced, or after control is gained, but before any real actions are undertaken to implement the transaction. Any further factual or
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