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Merger and acquisition - M&A - transactions in Sliven follow the same national legal framework that governs M&A across Bulgaria. Whether a transaction involves a small local limited liability company, a larger joint-stock company, or cross-border parties, the key rules come from Bulgarian corporate, commercial, tax, employment and competition law. Local practice in Sliven usually involves working with the regional courts, the Registry Agency for company filings, local notaries and lawyers who know how to coordinate document execution, registration and any required notifications to authorities.
M&A transactions are complex and often require coordinated legal work in multiple areas. You should consider hiring a lawyer when you face any of the following common situations - negotiating a purchase or sale of a company or business unit, deciding between an asset deal and a share deal, preparing or reviewing a share purchase agreement or asset purchase agreement, conducting or responding to due diligence, addressing employee transfers and labor liabilities, handling regulatory filings or merger clearance, resolving disputes arising during negotiations, structuring the deal for tax efficiency, or managing post-closing integration and indemnity claims. A local lawyer provides advice on Bulgarian law, prepares required documents for registration, and represents you before authorities and counterparties.
The following legal areas are particularly relevant for M&A in Sliven and Bulgaria as a whole:
- Company and commercial law - Key rules on mergers, acquisitions, shareholder approvals, corporate governance, capital changes and mandatory procedures are set out in the Commercial Act and related company rules. Mergers require approved merger plans, creditor protection steps and registration with the Commercial Register maintained by the Registry Agency.
- Securities and public companies - If target companies are listed or have publicly traded securities, the Public Offering of Securities Act and Financial Supervision Commission rules apply, including takeover bid and disclosure obligations.
- Competition law - Large transactions may need prior approval under the Competition Protection Act. The Commission for Protection of Competition (CPC) enforces merger control thresholds and can prohibit or condition mergers that harm competition.
- Contracts and liability - The Law of Obligations governs sale contracts, warranties, indemnities and remedies between parties. Transaction documents allocate risk and set out breach remedies.
- Tax law - Bulgarian Corporate Income Tax is generally a flat 10 percent rate. Tax treatment differs sharply between an asset sale and a share sale. VAT, transfer taxes and withholding obligations should be assessed early with a tax advisor.
- Employment law - Under the Labour Code, employees transfer with the business in many asset deals and enjoy protections for their terms and conditions of employment. Consult on employee transfers, mandatory notifications and any collective bargaining implications.
- Registration and notary requirements - Many corporate changes must be executed in proper form and registered with the Commercial Register. Certain corporate acts require notary-certified signatures or documents depending on company type and transaction structure.
- Sector-specific regulation - M&A in regulated sectors - for example energy, telecommunications, financial services or defense-related fields - can require additional approvals or licensing changes.
In a share deal you buy the company’s shares and thus acquire the legal entity with all assets and liabilities. In an asset deal you buy specific assets and liabilities are transferred only if the parties agree and required procedures are followed. Share deals are typically simpler for transfer of contracts and permits, but buyers inherit historical liabilities. Asset deals allow buyers to cherry-pick assets and limit unwanted liabilities, but may require consent from counterparties and regulatory approvals and can trigger different tax consequences.
Possibly. If the combined turnover or market shares of the parties exceed statutory thresholds, a filing to the Commission for Protection of Competition may be required. The CPC can clear, block or impose remedies on a merger. Your lawyer should assess thresholds and prepare a merger notification if needed.
Timelines vary widely. Small local transactions can close in a few weeks once documentation is agreed. More complex deals with due diligence, regulatory approvals, competition filings or cross-border elements often take several months. Prepare for additional time if a competition clearance or sector-specific approval is required.
Typical starting documents include company incorporation documents, articles of association, shareholder registers, financial statements, tax returns, material contracts, employment records, real estate titles, permits and licenses. Buyers use these for due diligence and sellers for preparing disclosure schedules.
Tax consequences are transaction-specific. Corporate income tax in Bulgaria is 10 percent, and VAT normally applies to supplies of goods and services. Share transfers are generally not subject to VAT but can have capital-gains tax implications. Asset deals may trigger VAT and other transfer taxes. Always involve a tax advisor to model the deal structure and identify tax planning opportunities and risks.
Under Bulgarian labour law, employees assigned to the transferred business usually transfer automatically to the buyer with their existing employment terms preserved. Employers must inform and consult employee representatives and comply with notice and documentation requirements. Redundancies and changes to terms post-transfer are subject to protection rules.
Yes. Escrow arrangements, holdbacks and bank guarantees are common to secure seller representations and indemnities. Share purchase agreements and escrow agreements set the timing, conditions for release and dispute resolution mechanisms. Your lawyer will draft and negotiate these protections.
If one or both parties are publicly listed or if the transaction triggers disclosure obligations under securities law, public announcements and regulated disclosures are required. Material transactions can trigger takeover bid rules. Confidentiality must be balanced with mandatory disclosure duties.
Costs depend on the lawyer’s experience, the transaction complexity and scope of work. Fee arrangements may be hourly, fixed-fee for defined tasks, or a combination with success fees. Expect additional costs for notaries, registration fees, expert reports and third-party advisors such as tax consultants and auditors.
Look for a lawyer with proven M&A experience in Bulgaria, familiarity with the relevant industry and local practice, good coordination with tax and finance advisors, and a clear fee and communication structure. Local knowledge of Registry Agency procedures, regional courts and practical execution in Sliven is an advantage.
- Registry Agency - the Commercial Register and company filings are processed through the national Registry Agency and its regional offices.
- Commission for Protection of Competition - for questions about merger control and competition clearance.
- Financial Supervision Commission - for transactions involving listed companies and regulated securities issues.
- National Revenue Agency - for tax registrations, VAT and corporate tax information.
- Bulgarian Chamber of Commerce and Industry and local business chambers for market and sector information.
- Bulgarian Bar Association and local law firms - for directories of qualified lawyers and lawyers licensed to practice in Bulgaria.
- Local notary offices and the Regional Court in Sliven - for filings, certifications and court procedures related to company changes.
If you are planning or responding to an M&A transaction in Sliven, consider these practical next steps -
- Gather basic company documents and a short executive summary of the proposed transaction.
- Contact an experienced M&A lawyer early to assess structure options, prepare a due diligence checklist and advise on regulatory requirements.
- Decide on the transaction structure - share sale, asset sale or merger - after considering legal, tax and employment implications.
- Use a confidentiality agreement before sharing sensitive information and plan staged disclosures to protect value.
- Prepare for necessary filings and approvals - registration with the Commercial Register, potential competition filings and any sector-specific permits.
- Budget for legal, tax and advisory fees and request a clear engagement letter outlining scope and costs.
- After signing, follow formal registration and post-closing integration steps, and keep legal counsel involved for indemnity claims or compliance matters.
Early legal involvement reduces risk, speeds negotiations and helps structure the transaction to meet your commercial and regulatory objectives. For tailored advice, arrange a consultation with a lawyer experienced in Bulgarian M&A and familiar with practice in Sliven.
