Should You Voluntarily Notify a Below‑threshold Merger in Bulgaria (2026)?

Below-threshold mergers bulgaria have become a live strategic question for dealmakers since the Competition Protection Act amendments adopted on 23 October 2025, which introduced a below-threshold notification option and sharpened the Commission on Protection of Competition’s (CPC) ability to scrutinise deals that fall under the mandatory filing thresholds. For in-house counsel, M&A lawyers and corporate development teams, the decision is no longer binary: you can now choose to seek clearance for a transaction the law does not mandate you to notify. This guide takes a clear position on when that choice makes sense, and when it does not. We give you a decision framework, a side-by-side comparison table, a CPC filing checklist, and practical timing and cost guidance.

Read the TL;DR immediately below, then use the framework to reach a defensible decision.

Intro & TL;DR decision summary

Short answer: Notify voluntarily when your deal creates real competitive overlaps, sits in a sensitive or regulated sector, or where legal certainty before closing has commercial value. Do not notify when overlaps are trivial, speed and confidentiality are paramount, and counsel confirms a low risk of CPC call-in. When genuinely uncertain, make informal pre-filing contact with the CPC rather than defaulting to silence. The 2025 amendments mean that staying silent is now an affirmative risk decision, not simply the absence of an obligation.

Quick snapshot

• Notify when: there are meaningful horizontal or vertical overlaps, a plausible competitor complaint, public procurement exposure, or you need deal certainty for financing.
• Do not notify when: market shares are well below competitive concern levels, there is no realistic call-in trigger, and the transaction documents allocate regulatory risk cleanly.
• Get counsel when: the overlap analysis is unclear, the sector is regulated, or the transaction has a cross-border dimension that could attract EU attention.

What the 2025 amendments changed, below‑threshold & voluntary filing explained

On 23 October 2025, Bulgaria adopted changes to the Competition Protection Act, promulgated in the State Gazette (Държавен вестник). The reforms were adopted in the broader context of implementing the EU Antitrust Damages Directive (Directive 2014/104/EU), which requires Member States to strengthen private enforcement of competition law, and introduced a below-threshold merger filing framework. For merger practitioners, two features matter most: a formalised below-threshold notification option, and clarified powers for the CPC to examine transactions that do not meet the mandatory turnover thresholds. Practitioners should confirm the precise scope and conditions of the new regime against the promulgated text.

The practical effect is a change in risk calculus. Previously, a deal below the thresholds generally sat outside the merger control regime and attracted little active attention. The amended framework signals that the CPC expects parties to below-threshold mergers bulgaria to assess competitive effects themselves and gives the regulator sharper tools to examine deals that may harm competition. The notification route lets parties convert legal uncertainty into a reviewable clearance decision.

Statutory basis

The amended Competition Protection Act provides the legal foundation for both the mandatory notification regime and the below-threshold filing option; the authoritative text is published in the State Gazette and accessible via the Parliament’s legislative portal. Practitioners should rely on the promulgated text rather than summaries, because the precise wording governs when below-threshold filings are accepted and how the CPC’s examination powers apply.

CPC powers added or clarified

The amendments reinforce the CPC’s investigative and corrective toolkit. In practice this includes the ability to request information, to examine a below-threshold transaction where competition concerns arise, and to impose remedies or penalties where a deal is found to harm the market. Combined with the strengthened private damages regime flowing from Directive 2014/104/EU, parties now face a wider spectrum of exposure, regulatory and civil, if a problematic deal proceeds unexamined.

Quick rules of thumb, legal thresholds & CPC call‑in mechanics

Before weighing whether to file, apply these straightforward rules to establish where your transaction sits.

1. Check the mandatory thresholds first. If aggregate turnover meets the statutory notification thresholds, filing is mandatory and this guide’s below-threshold analysis does not apply. Confirm the current figures against the CPC’s published rules.
2. Confirm you are genuinely below threshold. Turnover is assessed on an aggregated, group-wide basis, so related entities and recent acquisitions can push a seemingly small deal over the line.
3. Understand what a below-threshold filing means. It is a filing the mandatory turnover tests do not trigger, submitted (or examined under the new regime) to obtain legal certainty or pre-empt intervention.
4. Remember the CPC can still act. Being below threshold does not place a deal permanently beyond reach; the CPC may examine transactions that raise competition concerns.

Key definitions

• Aggregated turnover. The combined relevant turnover of the parties and their corporate groups, calculated under the methodology in the Act and CPC guidance.
• Control. The acquisition of decisive influence over an undertaking, whether through shares, assets, or contractual arrangements.
• Joint venture considerations. Full-function joint ventures can constitute a concentration; the structure determines whether notification analysis applies.

Time limits & CPC procedural stages

CPC merger review typically proceeds in phases: an initial review followed, where concerns arise, by an extended in-depth examination. Confirm the exact procedural periods and any extensions against the CPC’s current procedural rules, as these govern how long a filing will take and when a decision is due. Build the applicable review windows into your transaction timetable before committing to a filing strategy.

Decision framework, when to voluntarily notify below‑threshold mergers bulgaria

This is the heart of the guide. The following comparison table sets out each dimension of the decision, followed by a clear “choose when” block. Use both together: the table surfaces the trade-offs; the block converts them into an actionable call.

Choose Voluntary Notify when any of the following apply to your below-threshold mergers bulgaria transaction:

• The transaction creates overlaps that meaningfully increase concentration in a supply or procurement market.
• There is a real risk of CPC call-in based on competitor complaints, public procurement overlap, or strategic sector sensitivity (energy, telecoms, pharmaceuticals).
• You need legal certainty before closing because of financing conditions or buyer/seller risk allocation.
• The deal has a cross-border dimension that could draw EU interest and coordinated scrutiny.

Choose Not to Notify when all of the following hold:

• The deal has minimal overlaps, with market shares well below competitive concern thresholds and no evidence of significant unilateral or coordinated effects.
• Speed and confidentiality are paramount and the realistic risk of CPC call-in is low.
• Transaction documents allocate post-closing regulatory risk clearly through warranties, indemnities or escrow.
• Counsel has assessed enforcement likelihood as low after a documented overlap analysis.

If you remain uncertain after applying this block, do not simply default to silence. Prepare a short pre-notification memo and make informal pre-filing contact with the CPC where that channel is available. A documented good-faith assessment is itself valuable if the deal is later examined. For completed transactions that attract attention, a structured CPC call-in response plan helps you react quickly.

Factors that increase expected CPC interest

• Sector concentration. Markets already dominated by a few players draw closer scrutiny, because even a small acquirer can tip the balance.
• Bidding and procurement markets. Overlaps affecting public tenders raise acute concerns about reduced competition for contracts.
• Vertical effects. Input foreclosure or customer foreclosure in supply chains can attract attention even without a horizontal overlap.
• Regulated sectors. Energy, telecoms and pharmaceuticals combine market sensitivity with active sector oversight.

Soft signals: assessing data sensitivity and confidentiality concerns

Filing means putting commercially sensitive material before the regulator: turnover tables, market share estimates, customer information and strategic rationale. Before filing, map which data is genuinely confidential, prepare redacted versions, and plan protective measures. Where the sensitivity of disclosure outweighs the certainty gained, and enforcement risk is genuinely low, that weighs against filing. Where effects are material, the protective tools available in the filing process generally make disclosure manageable.

Risks of non‑notification (call‑in, fines, remedies)

Declining to notify a below-threshold deal is a legitimate choice, but it carries exposure that the 2025 amendments have made more concrete. The CPC retains discretion to examine transactions that raise competition concerns, and the strengthened private damages framework adds a civil dimension to any adverse finding.

The principal risks of proceeding without notification are:

• Call-in and examination. The CPC may open an examination of a completed below-threshold transaction where it suspects harm to competition.
• Fines. Penalties may follow where the law has been breached, with exposure scaled to the conduct and the parties.
• Remedies and unwinding. The CPC may require structural or behavioural remedies, up to divestiture, to restore competition.
• Private damages. Third parties harmed by an anti-competitive concentration have strengthened avenues to claim damages following the Directive-driven reforms.

Call‑in process and criteria

When deciding whether to examine a below-threshold deal, the CPC weighs factors such as the degree of market concentration, the nature and extent of overlaps, the presence of foreclosure effects, and the sensitivity of the sector. Competitor and customer complaints frequently act as triggers. The clearer and more material the competitive concern, the higher the probability of intervention, which is precisely why the decision framework above prioritises overlap materiality and sector sensitivity.

Fines & practical enforcement

Enforcement outcomes depend on the facts, and parties should confirm current penalty exposure against the Act and CPC practice. The practical point for dealmakers is that the cost of a problematic unnotified transaction is not limited to a fine: management distraction, remedy negotiations, potential unwinding and civil claims can collectively dwarf the administrative cost of a filing that would have delivered certainty. Weigh that full exposure, not just the headline penalty risk.

How to prepare & file: documents, timeline, costs

If your analysis points to notification, preparation determines both speed and outcome. A well-assembled filing shortens review, reduces follow-up information requests, and protects confidential material. Treat the steps below as a practical framework, reviewed and finalised with competition counsel before submission.

Required documents

• Transaction documents. The share purchase or asset purchase agreement and any ancillary agreements establishing control.
• Turnover tables. Group-level turnover data supporting the below-threshold assessment and demonstrating the competitive footprint.
• Market share data. Estimates for each affected market, with the methodology and sources used.
• Customer and supplier information. Relevant contracts and relationships, with sensitive details redacted in the non-confidential version.
• Competitive rationale. A clear explanation of the deal’s commercial logic and its expected market effects.

Prepare both confidential and non-confidential versions from the outset, flagging business secrets and applying consistent redaction so the CPC can process the filing efficiently.

Timeline & tactical options

Build the CPC’s applicable review windows into your timetable and confirm the current initial and extended review periods against the CPC’s procedural rules. Where a simplified or fast-track route exists for straightforward cases, structure the filing to qualify. For transactions already closed, a post-closing notification can still deliver certainty and demonstrate good faith; coordinate the filing with any hold-separate or interim compliance measures. A ready-to-use document set can accelerate this stage.

Estimated costs and staffing

• Official fees. Confirm any applicable CPC filing fee against the current schedule.
• Counsel costs. The main variable cost, driven by the complexity of the overlap analysis and the volume of market evidence required.
• Data-room and internal time. Gathering turnover and market data and preparing redactions consumes corporate development and legal resource; budget for it early.

For straightforward below-threshold mergers bulgaria filings with limited overlaps, the preparation burden is modest. For sensitive or evidence-heavy matters, invest in robust market analysis up front, it reduces follow-up requests and shortens overall review.

Protecting confidential information

When filing, protect sensitive material by clearly designating business secrets, submitting a non-confidential version for any third-party access, and requesting confidential treatment in a cover note. A short confidentiality request should identify the specific data, explain why disclosure would cause harm, and ask the CPC to restrict access accordingly. Treat any template language as illustrative only and confirm wording with counsel before submission.

Post‑filing outcomes, remedies & interaction with closing

A filing can produce several outcomes, and understanding them in advance shapes your closing strategy. The CPC may take no action, grant unconditional clearance, grant conditional clearance subject to remedies, or, in the most serious cases, prohibit the concentration or order divestiture.

Remedies, types & likely scope

• Structural remedies. Divestiture of a business, assets or shareholding to remove the overlap that causes concern.
• Behavioural remedies. Commitments such as access, supply or non-discrimination obligations that constrain conduct without dismantling the deal.

For most genuinely below-threshold filings, where overlaps are limited, remedies are either unnecessary or modest. Where a filing is prompted by a real concern, targeted behavioural commitments often resolve the issue without structural intervention. The merger control concepts underpinning these remedies mirror established EU practice.

If the CPC calls in after closing

Where a completed transaction is examined after closing, act promptly: preserve documents, respond fully to information requests, and consider interim hold-separate measures to avoid integrating the businesses in ways that would be difficult to reverse. Early, cooperative engagement reduces the risk of severe remedies and signals good faith. A structured response plan helps you move quickly and consistently.

Practical checklist & CPC filing guide for below‑threshold mergers bulgaria

Use this checklist to drive an internal decision and, where you choose to file, to assemble a complete submission. It is a sample and requires counsel review before any filing.

• Confirm the transaction is genuinely below the mandatory thresholds on an aggregated basis.
• Map all horizontal and vertical overlaps and estimate affected-market shares.
• Assess sector sensitivity (energy, telecoms, pharmaceuticals, procurement markets).
• Identify realistic call-in triggers (competitor complaints, public tenders, media attention).
• Decide Notify / Do Not Notify using the decision framework and document the rationale.
• Assemble transaction documents, turnover tables and market data.
• Prepare confidential and non-confidential versions with consistent redactions.
• Draft a confidentiality request identifying business secrets.
• Confirm current CPC review periods and any applicable fee.
• Agree an internal approvals flow and sign-off owners.
• Plan interim compliance or hold-separate measures where closing precedes clearance.
• Diarise follow-up and response windows for CPC information requests.

These steps can be packaged into a ready-to-use internal tool; any template is illustrative and relies on counsel review.

Conclusion

The 2025 reforms turn below-threshold mergers bulgaria from a quiet corner of merger control into an active compliance decision. Notification is the right call when overlaps are material, the sector is sensitive, call-in risk is credible, or deal certainty carries commercial weight; it is the wrong call when overlaps are trivial, speed and confidentiality dominate, and enforcement risk is genuinely low. Apply the decision framework, document your reasoning, and make informal CPC contact when in doubt. A clear, evidence-based choice on below-threshold mergers bulgaria protects your transaction and your stakeholders, and is far cheaper than defending a deal after the fact. For a tailored CPC risk review, request a short compliance assessment with competition counsel.

Sources

1. Commission on Protection of Competition (CPC), official site
2. State Gazette (Държавен вестник)
3. National Assembly of the Republic of Bulgaria, legislative portal
4. EUR-Lex, Directive 2014/104/EU (Antitrust Damages Directive)
5. European Commission, Merger control overview
6. Supreme Administrative Court of Bulgaria
7. OECD, Competition Policy