Bulgarian merger control now includes mandatory filing thresholds, voluntary notification below the thresholds and a six-month call-in mechanism. This guide explains the CPC procedure and transaction-planning issues.
Vassilev & Chisuse Law Firm · 2026-10-12 · Legal review: 12 October 2026
Bulgarian merger control changed materially from late 2025. Transactions meeting the statutory turnover thresholds remain subject to mandatory prior notification to the Commission for Protection of Competition, but the law now also allows voluntary prior notification below the mandatory thresholds and gives the Commission a limited power to call in certain completed transactions.
For M&A planning, the result is that a threshold check is no longer the end of the analysis. Parties should assess both the mandatory filing thresholds and whether a below-threshold transaction could raise competition concerns that make voluntary notification or later review relevant.
A concentration must be notified in advance where the combined turnover in Bulgaria of all undertakings participating in the concentration exceeded the statutory BGN 25 million threshold in the preceding financial year and one of two additional tests is met: either the Bulgarian turnover of each of at least two participating undertakings exceeded the statutory BGN 3 million threshold, or the Bulgarian turnover of the target undertaking exceeded that threshold. Following the introduction of the euro on 1 January 2026, these legacy lev amounts are converted under the Euro Introduction Act at the official rate of EUR 1 = BGN 1.95583, corresponding to approximately EUR 12.78 million and EUR 1.53 million respectively.
The thresholds are cumulative in the way prescribed by Article 24 of the Protection of Competition Act. The combined BGN 25 million threshold must therefore be met together with one of the alternative BGN 3 million tests.
Turnover calculations are not always the same as the headline revenue shown in standalone accounts. The rules identify the undertakings concerned and attribute turnover within groups according to the statutory methodology. Transaction teams should calculate jurisdictional turnover early, especially in acquisitions involving several group companies or financial-sector undertakings.
Merger control applies to transactions resulting in a lasting change of control or structure within the meaning of the Protection of Competition Act. This includes mergers of previously independent undertakings, acquisitions of direct or indirect control over all or parts of one or more undertakings and the creation of certain full-function joint ventures.
Control can arise from rights, contracts or other means that confer the possibility of exercising decisive influence. The acquisition of a minority shareholding can therefore amount to a concentration where the accompanying governance rights confer decisive influence.
A concentration subject to mandatory notification must be filed before implementation. The parties may notify after the conclusion of an agreement, the announcement of a public bid or the acquisition of a controlling interest, but the transaction must not be implemented before the Commission has issued the applicable clearance decision.
Signing and closing should therefore be separated where merger clearance is required. Transaction documents usually need a condition precedent covering competition approval, cooperation obligations, information rights and an appropriate long-stop date.
The 2025 amendments introduced the possibility for parties to notify a planned concentration voluntarily even where the mandatory turnover thresholds are not met. This gives parties a route to obtain legal certainty for a transaction that may nevertheless raise material competition issues.
Voluntary notification is not automatically necessary for every below-threshold transaction. Its usefulness depends on factors such as market concentration, the parties' competitive proximity, strategic assets, innovation, barriers to entry and whether the transaction could remove an emerging competitor.
The Commission may, by reasoned decision, require notification of a completed concentration within six months after its implementation where the statutory conditions for the call-in mechanism are met. The mechanism is designed for transactions that fall below the ordinary mandatory thresholds but may still materially impede effective competition.
An important objective condition is that the combined Bulgarian turnover of all undertakings participating in the concentration exceeded the statutory BGN 25 million threshold in the preceding financial year, corresponding to approximately EUR 12.78 million under the euro conversion rules. The Commission must also have grounds for concern that the transaction may significantly impede effective competition in the relevant market, in particular through the creation or strengthening of a dominant position.
This six-month period means that closing a below-threshold transaction does not always eliminate Bulgarian merger-control risk. A competition assessment is therefore advisable where the transaction is strategically important despite a low target turnover.
Once the Commission has the notification and the information necessary to open proceedings, the initial accelerated review is conducted within 25 working days. The Commission may clear the transaction, clear it subject to commitments where the legal conditions are met, or open an in-depth investigation if serious competition concerns remain.
The Commission's current public guidance states that an in-depth investigation is conducted within four months after publication of the decision opening that phase. In factually or legally complex cases the period may be extended by up to 25 working days, with a further possible extension of 15 working days where the parties propose commitments directly related to the concentration and necessary to preserve effective competition.
These are regulatory periods rather than guaranteed transaction dates. Information requests, remedies and coordination with foreign authorities can affect the practical timetable.
Where prior notification is mandatory, the concentration must not be implemented before clearance. The standstill obligation covers not only formal transfer of title but also steps that amount to actual implementation of the concentration.
Pre-closing covenants should protect the buyer's legitimate interest without allowing it to exercise decisive influence over the target before clearance. Commercial integration, transfer of competitively sensitive information and early implementation of governance rights should be managed carefully.
The notification must allow the Commission to assess the parties, transaction, relevant markets, competitive conditions and expected effects. The Commission publishes the applicable notification form and instructions, and since 1 October 2026 electronic merger-control forms are used in accordance with the Commission's current administrative arrangements.
Good preparation starts before signing. Market data, internal transaction rationale, customer and competitor information, group turnover and transaction documents should be reviewed for consistency because the Commission may test the filing against other evidence.
Yes. In 2026 the Commission published rules for pre-notification contacts in merger cases. Pre-notification can be useful for transactions involving difficult jurisdictional questions, complex market definitions, extensive data or uncertainty about the scope of information required in the filing.
Pre-notification does not replace the formal procedure or guarantee clearance. Its purpose is to identify procedural and substantive issues early and improve the quality of the notification.
Merger control and foreign direct investment screening are separate regimes. Merger control protects effective competition, while foreign investment screening addresses security and public order. A single acquisition can therefore require both Commission for Protection of Competition clearance and approval under Bulgaria's foreign investment screening mechanism.
The conditions precedent and regulatory timetable should be coordinated across both regimes. For foreign investment issues, see our guide to FDI screening in Bulgaria. VC Law also advises through its Mergers and Acquisitions and Competition Law practices.
The parties should determine whether the transaction is a concentration, identify the undertakings concerned, calculate Bulgarian turnover under the statutory methodology and assess the mandatory thresholds. If the thresholds are not met, they should still consider whether the transaction raises material competition concerns and whether voluntary notification would provide useful legal certainty.
Where a filing is required or advisable, the transaction agreement should allocate responsibility for the filing, information exchange, commitments, regulatory risk and the consequences of delay or prohibition. The merger-control analysis should also be coordinated with foreign investment screening and any sector-specific approvals.
Vassilev & Chisuse Law Firm advises on Bulgarian and EU merger-control issues, including jurisdictional assessments, turnover calculations, transaction-document provisions, notifications to the Commission for Protection of Competition, pre-notification contacts and coordination with foreign investment and sector-specific approvals.
This article reflects the Bulgarian merger-control framework reviewed as of 12 October 2026 and is provided for general information only. It does not constitute individual legal advice. Jurisdiction, turnover and control must be assessed against the specific transaction structure and the legislation and guidance applicable at the time of filing.