BULGARIA Law and Practice Contributed by: Nikolay Zisov, Svetlina Kortenska, Deyan Terziev and Teodora Peycheva, BOYANOV & Co
old, a tender offer for the purchase or exchange of all the remaining shares. The review of the mandatory tender offer docu- mentation usually takes around 80 days for the FSC to complete, but in practice the approval procedure may last longer. After the approval of the tender offer the specific offer period starts to run. It cannot be shorter than 28 days or longer than 70 days. The exact length of the offer peri- od is specified in the MTO disclosure document. The payment and delivery of shares is usually completed within one week after the publication of the final results of the tender offer. Start-ups in Bulgaria are set up by registration in the Commercial Register and Register of Non- Profit Legal Entities. The incorporation process typically includes: • preparing the documents (resolutions, articles of association, declarations, etc); • opening a bank account in Bulgaria and transferring the share capital to it; • registering the new company in the Commer- cial Register; and • registering the ultimate beneficial owner in the Commercial Register within seven days (where relevant). It is possible simultaneously with the incorpora- tion of the new company to also have it regis- tered for VAT purposes as the simplest and fast- est way to get a VAT registration. 7. Overview of Regulatory Requirements 7.1 Regulations Applicable to a Technology Company
The entire process for the establishment of a company in practice can take between one and two months to complete, where the most time-consuming step is usually the opening of a bank account due to the very strict KYC/AML procedures and requirements applied by Bulgar- ian banks. Additional legal requirements may arise for enti- ties that will operate in highly regulated sectors such as banking, gambling or electronic com- munications. Depending on the relevant indus- try, the regulator, the legal procedure and the applicable deadlines will vary. The applicability of the respective regulatory requirements should be analysed on a case-by-case basis. 7.2 Primary Securities Market Regulators The primary securities market regulator in Bul- garia is the Financial Supervision Commission. 7.3 Restrictions on Foreign Investments In March 2024, Bulgaria introduced a general approval regime of foreign investments in line with the requirements under Regulation (EU) 2019/452 of the European Parliament and of the Council of 19 March 2019 establishing a frame- work for the screening of foreign direct invest- ments into the Union (“FDI Regulation”). By vir- tue of amendments in the Investment Promotion Act, the regime requires prior review and approv- al on national security grounds for foreign direct investments (FDIs) in certain key areas of inter- est for national security purposes. The approv- al regime should have come fully into force in September 2024. However, as of 1 November 2024, the secondary regulation required had not yet been adopted. Consequently, the approval regime is still not operational, and the notifica- tion and suspension obligations do not currently apply to foreign investors.
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