Competition Law in Bulgaria 2026: Merger Control, CPC Call‑in & Penalties

Bulgaria’s competition law landscape shifted decisively when the Bulgarian Parliament adopted sweeping amendments to the Protection of Competition Act (CPA) on 23 October 2025. The changes, now in force, introduce a new “call‑in” mechanism that empowers the Commission for Protection of Competition (CPC) to require notification of transactions that fall below traditional turnover thresholds, establish a voluntary prior‑notification procedure for parties seeking early certainty, expand the regulator’s investigative powers during dawn raids and cartel investigations, raise maximum penalty ceilings, and transpose the EU representative‑actions framework into Bulgarian law. For general counsel, M&A deal teams and compliance officers operating in or through Bulgaria, these reforms demand an immediate review of notification risk, compliance playbooks and litigation exposure.

This guide to competition law Bulgaria explains each amendment in practical terms, provides decision tools and checklists, and maps the key deadlines that in‑house teams must now track. If you have a deal in your pipeline or operate in a sector where the CPC has historically been active, telecoms, energy, pharmaceuticals or retail, read on and act now.

Key 2025–2026 Amendments to the Protection of Competition Act

The October 2025 amendments represent the most significant overhaul of Bulgarian competition law in over a decade. They align Bulgaria more closely with EU enforcement trends, close perceived regulatory gaps in merger control, and arm the CPC with tools comparable to those wielded by competition authorities in larger EU Member States.

Timeline of Enactment and Entry Into Force

Who Is Affected

The Protection of Competition Act amendments affect a broad range of market participants. Industry observers expect the CPC to apply its new tools particularly to the following categories:

• Undertakings of any size. The call‑in mechanism is specifically designed to capture transactions that slip beneath existing turnover thresholds, meaning even smaller acquirers in concentrated markets face notification risk.
• Private equity and investment funds. Portfolio add‑on acquisitions, especially serial “buy‑and‑build” strategies in a single sector, may attract CPC scrutiny even where no individual transaction triggers mandatory notification.
• Joint ventures. The formation of a full‑function JV that operates on a lasting basis can constitute a “concentration” under the CPA, exposing the founding parties to both mandatory and voluntary notification obligations.
• Consumer‑facing businesses. The transposition of the representative‑actions framework creates a new vector for collective consumer claims, placing particular pressure on retail, financial services and digital‑platform operators.

Merger Control Bulgaria 2026: Thresholds, Voluntary Notification and the Practical Test

Understanding merger notification thresholds is the starting point for any deal involving a Bulgarian target or a business with Bulgarian turnover. The 2025 amendments did not change the existing jurisdictional thresholds themselves, but they fundamentally altered the risk calculus by adding two parallel routes through which the CPC can review a transaction: voluntary prior notification and the call‑in mechanism.

Existing Jurisdictional Thresholds

Under the Protection of Competition Act, a concentration must be notified to the CPC where certain combined and individual turnover thresholds are met. The CPA sets out two alternative tests, one based on aggregate turnover of all participating undertakings in Bulgaria, and one based on the individual turnover of the target, either of which, if exceeded, triggers a mandatory filing obligation. In practice, parties should calculate Bulgarian turnover carefully, including revenue generated through indirect sales channels or group entities.

Voluntary Notification Versus Mandatory EU Filing

The new voluntary prior‑notification procedure allows parties to a transaction to notify the CPC of a concentration even where the mandatory thresholds are not met. The likely practical effect will be to encourage proactive engagement from parties who anticipate CPC interest, for example, acquisitions in highly concentrated markets or sectors where the CPC has an active enforcement record. Voluntary notification provides legal certainty: once the CPC clears a voluntarily notified deal, the risk of a subsequent call‑in is eliminated.

Where a transaction has an EU dimension and is notifiable to the European Commission under the EU Merger Regulation, the “one‑stop‑shop” principle generally applies and the CPC does not have jurisdiction. However, parties should be aware that Article 9 referral requests (where a Member State asks the Commission to refer a case back) remain a possibility, and the new Bulgarian call‑in power may increase the CPC’s appetite to request such referrals.

Notification Triggers by Entity Type

Early indications suggest that in‑house teams should no longer rely on threshold calculations alone when assessing merger control Bulgaria 2026 risk. The combination of voluntary notification and the call‑in mechanism means that a market‑effects analysis is now essential for every deal with a Bulgarian nexus.

The CPC Call‑In Mechanism Explained: Triggers, Process and Timelines

The introduction of the call‑in mechanism CPC is the single most consequential change to Bulgarian competition law in this legislative cycle. It empowers the CPC to require notification of a concentration that does not meet the standard turnover thresholds, provided specific conditions relating to market impact are satisfied.

What the Call‑In Permits the CPC to Do

Under the amended CPA, the CPC may “call in” a transaction for review where, despite the concentration falling below mandatory notification thresholds, there are indications that the transaction could significantly affect competition on the Bulgarian market. The mechanism is modelled on similar powers available to competition authorities in other EU Member States and aligns with the broader EU trend towards value‑based and effects‑based merger review.

The practical implication is significant: closing a sub‑threshold deal no longer guarantees immunity from CPC review. If the CPC identifies a potential competition concern, whether through market intelligence, third‑party complaints, or its own monitoring, it can require the parties to file a notification after the fact.

How the CPC Notifies Parties

When the CPC decides to exercise its call‑in power, it issues a formal decision requiring the undertakings concerned to submit a notification within a specified period. Parties receiving a call‑in decision should treat it with the same urgency as a mandatory filing obligation, failure to comply can result in significant penalties for non‑cooperation.

Practical Timeline and Typical CPC Information Requests

While the CPC has not yet published detailed procedural guidance specific to the call‑in process, industry observers expect the following practical timeline to apply based on the standard merger review framework under the CPA:

• Day 0: CPC issues call‑in decision; parties receive formal notification.
• Days 1–7: Assemble deal team and external counsel; begin preparing notification documentation; identify key market data, competitor analysis and internal documents likely to be requested.
• Days 7–14: Submit notification to CPC; include market definition analysis, competitive assessment and relevant commercial agreements.
• Phase I review (up to 25 working days from complete notification): CPC conducts initial assessment. Parties should be prepared for information requests (RFIs) and may offer commitments to address competition concerns.
• Phase II (if opened, up to 90 additional working days): In‑depth investigation for complex cases. Remedies discussions may intensify.

Quick Call‑In Checklist: What Counsel Should Do on Day 0

• Confirm scope. Verify the CPC decision identifies the correct transaction and parties.
• Engage specialist counsel. Appoint Bulgarian competition counsel immediately if not already instructed.
• Impose a document hold. Preserve all deal‑related correspondence, internal analyses and board materials.
• Assess SPA implications. Review the acquisition agreement for merger control condition precedents, long‑stop dates and break‑fee triggers.
• Prepare market data. Begin assembling market share estimates, competitor lists and customer overlap analysis.
• Notify counterparty and advisers. Ensure the other party to the transaction and any financing banks or investors are informed.
• Consider voluntary commitments. Evaluate whether early engagement with the CPC on potential remedies could accelerate clearance.

Parties that anticipate CPC interest should seriously consider the voluntary prior‑notification route rather than waiting for a call‑in. Voluntary engagement gives the parties control over timing and demonstrates good faith, factors that the CPC is widely expected to view favourably.

Expanded CPC Enforcement Powers, Dawn Raids and Penalties

The Protection of Competition Act amendments significantly strengthen the CPC’s enforcement toolkit. For compliance officers and in‑house counsel, the changes to CPC enforcement powers mean that dawn‑raid preparedness, document‑management protocols and employee training are no longer optional, they are essential.

New Investigative Powers

The amendments expand the CPC’s authority to conduct inspections, seize documents and electronic data, and compel the production of information. Key enhancements include:

• Broader search powers. CPC inspectors can now access a wider range of business premises and digital storage, including cloud‑hosted data and employee devices used for business purposes.
• Sanctions for non‑cooperation. Undertakings and individuals that obstruct a CPC investigation, whether by refusing access, destroying documents, or providing misleading information, face significantly increased penalties.
• Enhanced information‑gathering. The CPC can issue binding information requests with shorter response deadlines, reducing the time available for undertakings to prepare responses during cartel investigations Bulgaria or abuse‑of‑dominance proceedings.

Penalty Ranges Under the Amended CPA

The 10% of turnover ceiling, already standard under EU competition law, is now firmly embedded in Bulgarian enforcement practice. The practical effect will be that businesses can no longer treat Bulgarian competition fines as a manageable cost of doing business. For multinational groups, the relevant turnover base can be substantial.

What to Do If the CPC Arrives: Dawn‑Raid Checklist

• Do not obstruct. Allow CPC inspectors to enter the premises and present their credentials and authorisation. Obstruction carries severe penalties.
• Contact external counsel immediately. Bulgarian competition counsel should be on‑site or available by phone within the first hour.
• Assign a liaison team. Designate two or three senior employees to accompany inspectors, take notes and ensure legal privilege is properly asserted.
• Protect privileged materials. Identify and segregate any documents subject to legal professional privilege. Do not allow inspectors to copy privileged documents without challenge, but do not physically prevent access.
• Document everything. Record which rooms were entered, which devices were accessed, which documents were copied and what questions were asked.
• Avoid informal statements. Instruct employees not to offer spontaneous explanations or answer questions beyond the scope of the inspection authorisation without counsel present.
• Preserve evidence post‑raid. Impose an immediate document‑preservation notice across the organisation.

Collective Consumer Claims and Representative Actions in Bulgaria

The 2025–2026 legislative cycle also brought Bulgaria into line with EU Directive 2020/1828 on representative actions for the protection of the collective interests of consumers. This directive requires Member States to establish mechanisms that allow qualified entities, typically consumer associations, to bring representative actions on behalf of groups of consumers harmed by infringements of specified EU and national laws.

The EU Framework and Bulgaria’s Implementation

Directive 2020/1828 mandates two types of representative action: injunctive measures (to stop or prohibit an infringement) and redress measures (to obtain compensation, repair or price reduction for affected consumers). Bulgaria’s transposition introduces these mechanisms into national procedural law, creating a new litigation channel that did not previously exist in this form.

Litigation Exposure and Insurance Considerations

For businesses in consumer‑facing sectors, collective consumer claims Bulgaria represent a material change in risk profile. Where previously individual consumer claims were often too small to justify litigation, the representative‑actions framework aggregates claims and creates the economics for sustained legal proceedings. Industry observers expect early cases to focus on sectors with high consumer volumes: financial services, telecoms, digital platforms and retail.

Businesses should review their D&O and general liability insurance policies to confirm that coverage extends to representative‑action proceedings and associated defence costs. Many existing policies were drafted before collective consumer claims were available under Bulgarian law and may contain exclusions or sub‑limits that are now inadequate.

Practical Mitigation Steps

• Audit consumer‑facing terms and practices. Ensure that standard terms, pricing disclosures and marketing materials comply with both Bulgarian consumer protection law and the underlying EU instruments that qualified entities can enforce.
• Establish internal complaint and ADR channels. Effective alternative dispute resolution can resolve consumer grievances before they escalate to representative actions.
• Review data and record‑keeping. Representative actions may require disclosure of transaction records, customer correspondence and complaint logs. Ensure these are organised and retrievable.
• Engage proactively with qualified entities. Early dialogue with consumer associations can help resolve systemic issues before formal proceedings are initiated.

Practical Compliance Checklist: M&A and Compliance Team Playbook

The following playbook consolidates the practical steps that deal teams and compliance officers should implement in light of the 2025–2026 amendments to competition law Bulgaria.

Pre‑Deal Checklist

• Turnover analysis. Calculate Bulgarian turnover for all parties to the transaction, including indirect sales and group‑entity revenue.
• Market‑effects screening. Even if thresholds are not met, assess whether the deal could trigger a CPC call‑in based on market concentration, removal of a close competitor, or sector sensitivity.
• Voluntary notification decision. If call‑in risk is medium or above, evaluate whether a voluntary prior notification is the better strategic option.
• EU filing interaction. Confirm whether the transaction has an EU dimension. If so, assess whether an Article 9 referral request is likely.
• Condition precedent drafting. Ensure the SPA includes a merger control condition precedent broad enough to cover a CPC call‑in, with a long‑stop date that accommodates potential Phase II review timelines.

M&A Timeline: Key Milestones for Notification and Clearance

• Signing to notification (target: 2–4 weeks). Prepare the notification package immediately after signing. Include market definition analysis, competitive assessment, internal documents and customer/competitor data.
• Phase I review (up to 25 working days from complete filing). Respond promptly to any CPC information requests. Consider whether commitments could resolve concerns at Phase I.
• Phase II (if required, up to 90 additional working days). Engage in remedies discussions early. Structural remedies (divestiture) or behavioural commitments may be necessary.
• Closing. Do not close the transaction before CPC clearance. Gun‑jumping penalties apply regardless of whether notification was mandatory or triggered by a call‑in.

Sector Risk Notes

• Telecoms. High regulatory scrutiny; spectrum and infrastructure concentration attract CPC attention.
• Pharmaceuticals. Narrow product markets mean even small acquisitions can raise competition concerns.
• Energy. Vertically integrated structures and state‑involvement increase notification risk.
• Retail and consumer goods. Buyer‑power concerns and collective consumer claims exposure create dual risk.

Key Takeaways and Next Steps for Competition Law Bulgaria

The 2025–2026 amendments to the Protection of Competition Act represent a step‑change in how competition law Bulgaria is enforced. Businesses that fail to adapt risk significant financial penalties, deal disruption and reputational damage. The five priority actions for in‑house teams are:

1. Reassess every deal in your pipeline. Apply the new market‑effects test alongside traditional turnover thresholds. If in doubt, consider voluntary notification.
2. Update your dawn‑raid manual. Ensure every office with a Bulgarian presence has an accessible, current dawn‑raid response protocol and that key staff are trained.
3. Review penalty exposure. Model the financial impact of a 10% of turnover penalty and ensure your board understands the risk.
4. Audit consumer‑facing practices. Representative actions create a new front of litigation risk. Proactive compliance is cheaper than defence.
5. Engage specialist counsel. The amendments are new and CPC practice is still developing. Early engagement with experienced Bulgarian competition counsel is critical for deal certainty and enforcement readiness. You can find qualified experts through the Global Law Experts lawyer directory.

This article provides general information about competition law in Bulgaria as of May 2026. It does not constitute legal advice. Readers should consult qualified Bulgarian competition counsel before taking action based on this content.

Sources

1. Commission for Protection of Competition (CPC), Official Site
2. Protection of Competition Act (Official PDF)
3. CPC Consolidated Law (CPCLAW PDF)
4. Wolf Theiss, Bulgaria Enhances Competition Law Enforcement
5. Schoenherr, Recent Amendments to the Bulgarian Competition Protection Act
6. EU Directive 2020/1828 on Representative Actions
7. LexisNexis, Bulgaria Merger Control Guide
8. CEE Legal Matters / Eversheds, CPA Amendments and Call‑In Mechanism