BOSNIA & HERZEGOVINA Law and Practice Contributed by: Bojana Bošnjak-London and Ezmana Turković, Marić & Co
2.3 Restrictions on Foreign Investments Bosnia and Herzegovina generally has a liber - al foreign direct investment regime, but some restrictions exist in specific sectors, notably the defence and military industry, and public media and broadcasting. Foreign ownership in compa - nies belonging to the above sectors is limited to 49%, unless a special approval is obtained from the authorities. 2.4 Antitrust Regulations In Bosnia and Herzegovina, antitrust regulations are governed by the Competition Law (Official Gazette of BiH, No 48/05, 76/07, and 80/09). This law sets the framework for fair business practices and ensures that mergers and acqui - sitions do not negatively impact the market of Bosnia and Herzegovina. A transaction/acquisition must be notified to the Competition Council if the following conditions are met: • combined worldwide turnover of the under - takings concerned amounts to BAM100 mil - lion (approximately EUR51 million); and • turnover in Bosnia and Herzegovina of each of at least two undertakings concerned amounts to at least BAM8 million (approxi - mately EUR4.1 million) OR if the combined market share on the relevant market of Bosnia and Herzegovina exceeds 40%. It is prohibited to implement the transaction prior to the approval of the transaction by the local antitrust authority. 2.5 Labour Law Regulations In Bosnia and Herzegovina, separate laws apply to the Federation of Bosnia and Herzegovina (BiH), Republika Srpska, and Brčko District as follows:
• Labour Law of the Federation of BiH (Official Gazette of FBiH, No 26/16, 89/18, and 44/22); • Labour Law of Republika Srpska (Official Gazette of RS, No 1/16 and 66/18); and • Labour Law of Brčko District (Official Gazette of BD, No 19/06, 19/07, and 25/08). According to these laws, an acquirer has cer - tain responsibilities to protect the rights of the employees. The acquirer must consult with the employees or their representatives about the transfer of the business. Additionally, employees are required to give their consent to the transfer of their employment to the new employer. Fur - thermore, any collective agreements that were in place with the previous employer automatically transfer to the acquirer. These agreements can - not be unilaterally terminated. 2.6 National Security Review Bosnia and Herzegovina does not conduct national security review of acquisitions. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments Over the past three years, Bosnia and Herzego - vina has not witnessed any landmark court deci - sions or legal developments specifically related to mergers and acquisitions. Of interest is the ruling of the Constitutional Court of BiH in 2024 that certain state-owned properties, including agricultural land, rivers, forests, and forest land, are under the ownership of the state of Bosnia and Herzegovina. This ruling emphasised that the disposal of such properties should be man - aged at the state level, rather than by entities or local authorities as had previously been the case. This has created issues for entities to
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