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Bulgaria’s Merger Control Update: Below the thresholds but not below the radar
On 23 October 2025, Bulgaria adopted changes to its Competition Protection Act, introducing below-threshold merger filings. The legislator and the competition protection authority cited the following reasons for the changes: fast-paced technology developments and innovation, a growing number of “killer acquisitions”, as well as more legal certainty for investors. The changes become effective on the day of their promulgation – expected in first week of November. 1. Background Following the ECJ judgment in the Illumina/Grail case in 2024, it became clear that EU Member States may not refer below-threshold transactions to the European Commission if none of the EU Member States has jurisdiction
Bulgaria’s FDI screening regime in effect
An important regulatory development concerning foreign direct investments (“FDI”) in Bulgaria is now in place. As of 22 July 2025, the Bulgarian FDI regime became fully applicable. With the publication and entry into effect of the final implementing act - the amendments to the Regulations on the Application of the Investments Promotion Act - the transitional exemption for filings under the Investments Promotion Act (“IPA”) no longer applies. All transactions that fall within the scope of the FDI regime and that commenced after the entry into force of the IPA in February 2024 but were not completed before 22 July 2025 must now be notified and obtain authorisation before being implemented. While the current
Bulgaria introduces residence permit for digital nomads
On 1 July 2025, significant amendments to the Foreigners in the Republic of Bulgaria Act entered into force. Among the key amendments is the introduction of a new legal basis for granting prolonged residence permits to so-called digital nomads. They will now reside in and work out of Bulgaria without the need of a work permit, provided that the digital nomads do not work for Bulgarian businesses. A digital nomad is defined as a foreign national who works remotely and meets at least one of the following criteria: Is employed under an employment contract with an employer established outside the EU, EEA or the Swiss Confederation; Is a legal representative, member of the management body, owner, partner
Business Alert: Key amendments to the Bulgarian Whistleblowing Act
On 9 May 2025, the Bulgarian State Gazette published important amendments to the Bulgarian Whistleblowing Act, further aligning the national legal framework with Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of EU law. These amendments aim to strengthen the protection of individuals reporting breaches of both Bulgarian and EU law, while promoting greater transparency and accountability. The key amendments affecting companies include: 1. Restrictions on shared internal reporting channels within the private sector The amendments eliminate the existing possibility for private sector companies within the same economic group
Kinstellar together with Milbank as lead counsel advises Advent on the acquisition of TBI Bank in Bulgaria, Romania, and Turkey
Kinstellar is pleased to announce that, together with Milbank as lead counsel, it has advised Advent, a leading global private equity investor, on the acquisition of TBI Bank, a leading digital challenger bank in Southeast Europe, from 4finance Holding. The transaction is subject to customary regulatory approvals. The deal was led by Milbank as international lead counsel, with Kinstellar providing legal support across Romania, Bulgaria, and Turkey. TBI Bank is a fast-growing financial institution serving over 2.4 million clients across more than 32,000 merchant partner check-out points. With a presence in five countries including Bulgaria, Romania, and Turkey, TBI Bank has built a robust digital infrastructure and
Food prices in Bulgaria: Businesses to remain vigilant even after the competition authority finds no anti-competitive agreements between supermarkets
In a decision that will shape the competitive landscape of the Bulgarian food market, the Bulgarian Commission for Protection of Competition (“CPC”) concluded that there is no evidence of anti-competitive agreements between the major supermarket chains regarding food prices. Background and investigation The CPC initiated an investigation in response to the significant increase in retail prices of basic food commodities observed since early 2022 and the first months of 2023. The competition authority aimed to identify any practices restricting competition, such as: covert agreements, collusion, or concerted actions among retailers. While much of the data in the CPC’s decision remains confidential
Bulgaria’s progress in FDI screening implementation: A new piece in the regulatory puzzle
Bulgaria aims to finalise the full implementation of its foreign direct investment (“FDI”) screening regime in early 2025. On 29 January 2025, the Council of Ministers approved the Rules on the Organisation and Operation of the Interinstitutional Council for Foreign Direct Investment Screening (“Rules of Procedure”) – one of the key legislative acts supporting the implementation of the Bulgarian FDI regime, which officially took effect in 2024 (see our publication here). There is currently a transitional period during which FDI notifications are not required, as the necessary implementing regulations have yet to be enacted. The adoption of the Rules of Procedure is one of the remaining steps in the process.
Kinstellar advises UEG on closing the acquisition of a solar project in Bulgaria with a forecasted capacity of 250 MW
Kinstellar assisted United Energy Group (UEG)’s internal legal team to successfully complete the acquisition of Green Profit EOOD, a developer of a photovoltaic (PV) project under construction. The Simeonovgrad-Polyanovo PV project, located in southern Bulgaria, has a forecasted capacity of 250 MW. The acquisition, which was finalised on 15 November 2024, marks a significant expansion for UEG, a Hong Kong-based producer of traditional and renewable energy. The team that advised UEG throughout the completion of the project was led by Nina Tsifudina (Partner) and Atanas Mihaylov (Counsel) and included Mladen Minev (Counsel), Simeon Vachev and Nikolay Gergov (Senior Associates).
Kinstellar advises Eleven Ventures on its investment in Cloud Office
Kinstellar has advised Eleven Ventures, a pioneer in early-stage investing in Central and Eastern Europe, on the investment in Cloud Office, a leading Google Cloud Partner serving 650+ customers across EMEA, with a team of 60+ engineers, through subscription of preference shares and convertible debt instrument. One of Eleven’s largest investments in a Bulgarian company to date, the funds will support Cloud Office's expansion into Greece. The team was led by Nina Tsifudina (Partner) and included Georgi Kanev (Managing Associate), Nikolay Gergov (Senior Associate), Simona Damyanova (Junior Associate).
Investing in a variable capital company in Bulgaria
In less than two months, businesses will have the opportunity to start using a new corporate vehicle available in Bulgaria – the variable capital company (“VCC”). The VCC structure has been designed to give more flexibility to founders and start-ups while reducing initial incorporation costs. But does this flexibility also benefit investors? Below are some considerations that investors should keep in mind before investing in a VCC: Increased importance of a thorough corporate due diligence – To date, entrepreneurs in Bulgaria have tended to use limited liability companies to start their businesses. Investors can quickly and easily verify the title over shares and the capital and shareholding structure
Amendments to the Bulgarian Labour Code
Strengthening the home-office regime and enhancing remote workplace safety As workplaces evolve and remote work remains prevalent, amendments to the Bulgarian Labour Code have been recently adopted to reshape the regulations governing home-office arrangements and remote workplace safety standards. The amendments further address the impact of digitalisation and new technologies on work and aim to improve the work-life balance of employees. Mandatory specification of remote workplace An important change is the explicit requirement to define the exact address of the remote workplace. This is already the case in practice, also in line with the authorities’ guidelines. Better clarity in the law will further help to ensure compliance
Kinstellar advises UEG on the acquisition of a solar project in Bulgaria with a forecasted capacity of 250 MW
April 2023 – Kinstellar has supported United Energy Group (UEG)’s internal legal team, Leslie Zhang, Yu Zheng, Yao Liu and other UEG in-house counsels, on the acquisition of Green Profit EOOD, a developer of a photovoltaic (PV) project under construction. The Simeonovgrad-Polyanovo PV project, located in southern Bulgaria, has a forecasted capacity of 250 MW. Kinstellar led and negotiated the entire transaction, including the share purchase agreement and other transaction documents. UEG is a Hong Kong-based producer of traditional and renewable energy that has recently expanded its presence in the European energy market. The multi-disciplinary team that advised UEG was led by Nina Tsifudina (Partner) and Atanas Mihaylov (Counsel)