BULGARIA Law and Practice Contributed by: Nikolay Zisov, Svetlina Kortenska, Deyan Terziev and Teodora Peycheva, BOYANOV & Co.
legal actions related to the intended concentration are forbidden until the CRC issues a permission. 7.6 Labour Law Regulations Labour relationships are regulated by the Bulgarian Labour Code and other relevant pieces of legislation, collective labour agreements, and internal rules, poli- cies and orders of the employers. The Labour Code sets minimum standards and most of its provisions are mandatory and may not be waived by the employee. Overall, Bulgarian labour law rules are consistent with the EU legal framework and provide for wide protec- tion of employees. With respect to M&A transactions, it should be noted that there are cases where employment relationships are transferred automatically to the acquirer on the same contractual terms and conditions: • merger of enterprises by the formation of a new enterprise; • merger by acquisition of one enterprise by another; • distribution of the operations of one enterprise among two or more enterprises; • passing of a self-contained part of one enterprise to another; • change of the legal form of business organisation; • change of the ownership of the enterprise or of a self-contained part thereof; and • transfer of business from one enterprise to another, including transfer of tangible assets. These cases require the observance of an information and consultation procedure with the trade unions and employees’ representatives under the Labour Code, typically by the transferor (old employer). Such con- sultations must start at least two months before the transfer. If there are no trade unions or employees’ representatives, the procedure shall be conducted with the transferring employees. The employer shall duly inform them about the following: • the transfer and its timeline; • the rationale behind the transfer; • the possible legal, economic and social implica- tions of the change for the employees; and • the measures envisaged in relation to the employ- ees.
If the transfer affects existing employees of the trans- feree – eg, some are about to be terminated – the transferee shall also conduct an information and con- sultation procedure. The procedure is rather formalistic and is usually com- pleted with one or two meetings. It cannot hinder the transfer in any way, as no party to the consultations has the right to veto the transfer. Non-abidance by the consultation procedure rules does not render the transfer invalid but creates an exposure for each employer to an administrative sanction amounting to up to EUR2,500. 7.7 Currency Control/Central Bank Approval No currency control and local law requirements or central bank approvals apply for an M&A transaction. Under the Currency Act there are statistical reporting requirements for opening and maintaining accounts abroad, for direct investments abroad and for finance transactions between local and foreign residents. Sta- tistical declarations and reporting requirements apply as well for cross-border transfers and payments. However, such declaration and reporting requirements serve only the purposes of the statistics of the national payment balance and of the international investment position of Bulgaria. 8. Recent Legal Developments 8.1 Significant Court Decisions or Legal Developments Recent legal developments include full application of the FDI regime, as described in 7.3 Restrictions on Foreign Investments , as a result of adoption of the necessary secondary legislation by the Council of Ministers in July 2025. Furthermore, by Council Decision (EU) 2025/1407 of 8 July 2025 on the adoption by Bulgaria of the euro on 1 January 2026, the Council of the European Union resolved that Bulgaria fulfils the necessary conditions for the adoption of the euro and therefore will become a member of the euro area and apply the euro cur- rency as of 1 January 2026.
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