Mergers and Acquisitions in Bulgaria

Mergers and Acquisitions in Bulgaria

Updated on Monday 18th April 2016

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Mergers and acquisitions in Bulgaria are generally regulated by the Commerce Act. In case of public companies in Bulgaria, there are specific rules for mergers and acquisitions included in the Bulgarian Public Offerings Securities Act (POSA). Takeover bids for public companies are regulated according to special conditions.
The main goal for company mergers and acquisitions is to create a stronger company that benefits from the combined values of the companies that have unified. 
Differences related to the type of company
Investors who are planning to acquire or take over Bulgarian companies should consider the different rules that apply to specific types of companies in Bulgaria.
Transactions that imply company mergers and acquisitions are different for joint-stock companies and for limited liability companies. The main differences apply to the necessary documentation that needs to be prepared for the merger or acquisition and the approvals and registrations required. In Bulgaria, only joint-stock companies can be public or non-public.
Our lawyers in Bulgaria can help you prepare the documentation necessary for company mergers and acquisitions.
Necessary documentation for mergers and acquisitions in Bulgaria
The Commerce Act stipulates that certain types of documents are compulsory for mergers and acquisition transactions in Bulgaria. For mergers and de-mergers a transformation plan is needed, as well as agreements, reports from the management body, reports from auditors and certain certificates of good standing.
A notarized share-purchase agreement and new Articles of Association that reflect the transfer are necessary for the transfer of shares in a Bulgarian limited liability company. The transfer of shares in a joint stock company generally requires less documentation.
Mergers and acquisitions transactions in Bulgaria may take approximately 25 business days or longer, according to the type of company and the necessary approvals and regulations.
The Bulgarian legislation for mergers and acquisitions is investor-friendly and the provisions applicable to Bulgarian investors also apply to foreign investors. 
Parties involved in a merger or acquisition transactions in Bulgaria need to be advised by local legal consultants. Our Bulgarian lawyers can provide all the necessary legal assistance for mergers and acquisitions.  Please contact us for more information and advice.