Merger control in Bulgaria: when a deal needs clearance from the Commission for the Protection of Competition, thresholds, timing and fines

Iva Petkova, attorney · Published 2 November 2026 · 6 min

Acquiring a company, a business or joint control may require clearance from the Bulgarian Commission for the Protection of Competition before the deal is implemented. A missed filing can cost up to 10 per cent of turnover. We explain when a filing is required, how the review runs, and what changed in November 2025.

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Merger control is the most frequently overlooked regulatory requirement in Bulgarian deals. A transaction may be entirely lawful and raise no competition concerns, but if the thresholds are met and clearance has not been obtained, implementing it is prohibited, and the fine is calculated as a percentage of turnover. The check should therefore be made when the deal is structured, before signing.

What a concentration is

A concentration between undertakings arises on a lasting change of control (Art. 22(1) of the Protection of Competition Act) where:

• two or more independent undertakings merge;
• one or more persons already controlling at least one undertaking acquire direct or indirect control over other undertakings or parts of them, by buying shares or assets, by contract or otherwise;
• a joint venture is created that performs on a lasting basis all the functions of an autonomous economic entity (Art. 22(2)).

Control is the possibility of exercising decisive influence over an undertaking, through ownership or use of its assets or through rights giving decisive influence over the composition, voting or decisions of its bodies (Art. 22(3)). So even a minority stake can be a concentration if it carries a veto over strategic decisions, and buying a business or part of one, such as a chain of outlets, may also qualify.

The mandatory filing thresholds

A concentration must be notified in advance if the combined turnover of all parties in Bulgaria in the previous financial year exceeds BGN 25 million and the Bulgarian turnover of each of at least two parties, or of the target, exceeds BGN 3 million (Art. 24(1)). The Act still states the thresholds in leva; at the fixed rate they are EUR 12,782,297.03 and EUR 1,533,875.64. Where the parties' turnover exceeds the thresholds of Regulation (EC) No 139/2004, the deal is notified to the European Commission instead.

Turnover is net sales in the previous financial year after discounts and VAT, excluding sales within the same economic group, but it is counted for the whole group: the party, the undertakings it controls and those controlling it, and their subsidiaries (Art. 25(1) and (4)). Where part of an undertaking is acquired, only that part's turnover counts (Art. 25(2)). This is where mistakes are most common: seller and buyer look only at their own turnover, not the group's.

What changed on 7 November 2025

The amendment to the Act in State Gazette No. 95 of 2025 introduced two important changes:

• a voluntary notification may be filed even when the thresholds are not met (Art. 24(2));
• the Commission may, by a reasoned order, require a notification within 6 months after a deal is completed if the parties' combined Bulgarian turnover exceeds BGN 25 million and the deal raises concerns that it will significantly impede effective competition, in particular by creating or strengthening a dominant position (Art. 24(4) and (5)).

The consequences of a call-in can be serious: after an in-depth investigation the Commission may impose behavioural or structural remedies to restore competition, including ordering the separation of the combined capital, shares or assets or ending the common control (Art. 88(1)(3)).

In practice, deals between parties with large Bulgarian turnover but a target below the BGN 3 million threshold are no longer safe by default. In markets with few players, a voluntary notification may be the safer route.

When to file, and the standstill obligation

The parties notify the Commission after concluding the contract, announcing a public bid or acquiring control, but before taking any actual steps to implement the deal; at the parties' request the Commission may assess the concentration before signing if they show their intention (Art. 24(3)). Until the Commission decides, any factual or legal step connected with the concentration is prohibited, with limited exceptions for public bids and purchases of securities on a regulated market (Art. 82(5)). The contract should therefore make clearance a condition of closing, with a reasonable long-stop date.

How the review runs

The first phase is an expedited review of up to 25 working days, running from the working day after proceedings are opened and suspended while the notifying parties provide further information (Art. 81(1) to (3)). Any interested third party may comment within 7 days of publication (Art. 80(2)). The period is extended when the parties offer remedies to preserve competition (Art. 81(4) and (5)). The Commission may find that the deal is not a concentration, clear it, clear it with the remedies offered, or open an in-depth investigation (Art. 82(3)).

An in-depth investigation ends within up to 90 working days, extended by 15 working days where remedies are offered and by up to 25 working days in factually and legally complex cases (Art. 84). The Commission adopts preliminary conclusions, on which the parties may comment within at least 14 days and be heard (Art. 85(2) and (3)). An in-depth investigation is opened where there are serious doubts that the deal will significantly impede competition, where the remedies offered are insufficient, where a sector regulator's opinion is needed and, since the 2025 amendment, where there are serious doubts about the beneficial owner of the acquirer or the source of the deal's financing (Art. 83(1)). In the end the Commission clears the concentration, clears it subject to conditions, or prohibits it (Art. 88(1)).

The decision to open an in-depth investigation cannot be appealed (Art. 82(7)). The Commission's other decisions may be appealed by the parties and by third parties with a legal interest to the Sofia Region Administrative Court within 14 days, and the court's judgment may be challenged on cassation before the Supreme Administrative Court (Art. 64(1)).

Fines

The Commission imposes fines of up to 10 per cent of total turnover in the previous financial year for implementing a concentration without notifying it, and for implementing a notifiable concentration before the Commission's decision (Art. 100(1)(2) and (5)). The same maximum applies to implementing a deal in breach of the conditions of a clearance or of a prohibition (Art. 100(1)(3) and (4)).

Where a lawyer changes the outcome

• when structuring: whether the deal is a concentration, whose turnover counts, and whether filing is required or advisable;
• in the contract: clearance as a condition, deadlines, allocation of the risk of prohibition or conditions;
• in the notification: defining the relevant market and market shares, on which it depends whether the review ends in the first phase;
• where there are competition concerns: timely and realistic remedies that allow clearance without an in-depth investigation;
• where the deal has already been implemented without notification: how to limit the risk of a fine.

Petkova & Minkov Law Firm advises on acquisitions of companies and businesses and represents clients before the Commission for the Protection of Competition and the administrative courts. We work in Bulgarian, English, Russian and German.

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