BULGARIA Law and Practice Contributed by: Yordan Naydenov, Mihail Vishanin and Hristian Gueorguiev, Boyanov & Co.
fintech and business real estate (large office cen - tres and mid-sized commercial malls).
lic procurement procedures, tender procedures for the sale of state-owned or municipality- owned properties, etc. These restrictions could be overcome subject to proper disclosure of specific data about the company registered in the offshore zone and its ultimate beneficiary owner. 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 Bulgarian Commission on the Protection of Competition, if the combined turnover of the undertakings concerned in Bulgaria exceeds EUR12,782,297 and each of at least two of the undertakings concerned had a turnover in Bulgaria exceeding EUR1,533,875 in the year preceding the trans - action, or the target company had a turnover in Bulgaria exceeding EUR1,533,875 in the year preceding the transaction. 2.5 Labour Law Regulations The labour law regulations are provided in the Bulgarian Labour Code and other applicable leg - islation, 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 noti - fication two months in advance and negotiations with the affected employees. The TUPE rules for protection of employees are applicable to such transactions. 2.6 National Security Review In March 2024, Bulgaria introduced a gener - al approval regime for foreign investments in accordance with the requirements of Regula - tion (EU) 2019/452 of the European Parliament
2. Overview of Regulatory Field 2.1 Acquiring a Company The typical legal means of acquiring a company is through acquisition of shares in its capital. Acquisition of the entirety or a part of a com - pany’s going concern is also common. 2.2 Primary Regulators In principle, no state authority regulates M&A activity in Bulgaria. However, depending on the sector in which the target operates, an approval may be required, for example from the Bulgar - ian National Bank if the target is a credit insti - tution, the Financial Supervision Commission if the target is an insurance company, etc. In the case of a concentration of business activity, an antitrust clearance from the Bulgarian Commis - sion on the Protection of Competition may be required, provided certain rather low thresholds are exceeded. 2.3 Restrictions on Foreign Investments Foreign nationals or non-resident legal persons may acquire a right to ownership of land in Bul - garia under the terms arising from the accession of the Republic of Bulgaria to the EU, or by virtue of an international treaty which has been ratified by, has been promulgated in, and has entered into force for the Republic of Bulgaria, as well as through legal succession. There are restrictions on certain foreign invest - ments coming from so-called “offshore” zones – companies registered in such zones or their subsidiaries are prohibited from owning shares in banks, insurance companies and some other regulated entities, and from participation in pub -
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