Mergers & Acquisitions · Bulgaria
Work with a mergers and acquisitions lawyer in Bulgaria who understands the local deal process
Bulgaria is a civil-law jurisdiction where the Commercial Act and EU company law shape how businesses are bought and sold. Whether you are acquiring a Sofia-based target or selling shares to a foreign buyer, we connect you with a specialist who handles the transaction end to end.
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- Specialists in share deals, asset sales and due diligence
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Why Bulgaria
M&A in a civil-law, EU-member market
Bulgaria has been an EU member since 1 January 2007, and EU law takes precedence over conflicting national provisions. That matters in mergers and acquisitions: company law, competition review and cross-border structuring all sit at the intersection of the Commercial Act and European rules. The country follows the continental civil-law tradition, with codes rooted in Roman law, so transactional documents and court practice have a distinct logic. A mergers and acquisitions lawyer in Bulgaria will usually begin with due diligence on the target, then draft and negotiate the share or asset transfer, and finally handle the registrations that make the deal effective against third parties. On this page we explain how the framework works, which time limits can affect a transaction, and how our free matching service puts you in touch with a specialist.
Bulgaria specifics
How M&A works in Bulgaria: courts, registrations and time limits
M&A activity in Bulgaria sits inside a continental civil-law system and, since 1 January 2007, inside the European Union. The notes below set out the court structure, the registration duties and the time limits that most often shape a Bulgarian transaction.
Civil-law framework and the Commercial Act
Bulgaria follows the continental civil-law tradition, with codes influenced by German and, historically, Russian legal doctrine. Company law, commercial contracts and insolvency are governed mainly by the Commercial Act, alongside the Obligations and Contracts Act. Because EU law takes precedence over conflicting national provisions, cross-border deals must be checked against both Bulgarian and EU rules.
Courts that hear commercial disputes
First-instance commercial claims go to the district courts (rayonen sad) or, for higher-value or more serious cases, to the regional courts (okrazhen sad). Appeals are heard by one of the five appellate courts — Sofia, Plovdiv, Varna, Burgas and Veliko Tarnovo. The Supreme Court of Cassation has a commercial chamber and is the final instance.
Mandatory representation at the highest level
Parties may appear in person before district and regional courts, but representation by an attorney-at-law is mandatory in cassation proceedings before the Supreme Court of Cassation and before the Supreme Administrative Court. For an M&A dispute that reaches the top instance, you will therefore need a Bulgarian-qualified lawyer on the record.
Property transfers: notarial deed and registration
If a transaction includes Bulgarian real property, ownership passes only by a notarial deed executed before a notary public for the location of the property, and the deed must be entered in the Property Register kept by the Registry Agency to be effective against third parties. Payments above BGN 10,000 in real-estate deals must go through a special bank account.
Tax landscape for buyers and sellers
Bulgaria applies a flat 10% corporate income tax and a flat 10% personal income tax, with no progressive brackets; dividends are taxed at 5%. Non-resident individuals are taxed at 10% on Bulgarian-source income. The surviving spouse and direct-line heirs are exempt from inheritance tax, which can matter in succession-driven acquisitions of family businesses.
Court fees and cost recovery
State court fees in monetary claims are 4% of the claim value, with a minimum of BGN 50; order-for-payment proceedings are charged at 2%. Appeal and cassation fees are generally halved. The losing party is usually ordered to reimburse the winning party’s reasonable costs, and lawyers’ fees are freely agreed with the client against non-binding minimum reference amounts.
Key time limit — Commercial & Corporate Law
Debt recovery (general limitation period) — 5 years. The general limitation period for civil claims in Bulgaria is five years.
Data on this page comes from official Bulgarian and EU sources (e-Justice, Ministry of Finance, Ministry of Labour and Social Policy, Supreme Bar Council) as at 2025.
- National justice systems – Bulgaria, e-Justice
- Supreme Bar Council (Vissh advokatski savet)
- Time limits for procedures – Bulgaria, e-Justice
- Labour Code (English translation), Ministry of Labour and Social Policy
- Code of Administrative Procedure, Ministry of Finance
- Family Code, Ministry of Labour and Social Policy
- Costs – Bulgaria, e-Justice
- Taxes, Ministry of Finance
- Land registers – Bulgaria, e-Justice
- Local taxes and fees, Ministry of Finance
Common challenges
What makes cross-border M&A in Bulgaria feel complicated
Foreign buyers often meet the same practical obstacles when they first look at a Bulgarian target.
Language and local procedure
Court documents and registry filings are in Bulgarian, and procedural steps follow the Civil Procedure Code. Without local counsel, foreign buyers can lose time on translations, apostilles and notarial formalities that Bulgarian counterparts treat as routine.
Registrations that decide effectiveness
A share transfer may be valid between the parties but ineffective against third parties until the required entry is made. Missing a registration step — especially for real property — can leave the buyer exposed long after closing.
Uncertainty about fees
Bulgarian lawyers’ fees are freely agreed, and the Supreme Bar Council’s reference amounts are not binding. Buyers often struggle to compare quotes or to understand what is included in a due-diligence or negotiation mandate.
How we help
What you get when we match you
Our matching focuses on the qualities that matter most in a Bulgarian transaction.
Specialist matching
We match you with a lawyer whose practice focuses on mergers and acquisitions in Bulgaria, not with a generalist who occasionally handles a share transfer.
Local procedural knowledge
Your lawyer knows the Bulgarian courts, the Registry Agency and the notarial requirements that make a deal enforceable against third parties, and can flag the registrations and timelines a foreign buyer might otherwise overlook.
Clear fee arrangements
You agree fees directly with the lawyer, using the Supreme Bar Council’s non-binding reference amounts as a starting point. There is no binding official tariff, so scope and fee structure are open to negotiation.
Cross-border fluency
Bulgaria’s EU membership means deals often involve EU competition and company law, and EU law takes precedence over conflicting national provisions. We look for advisers who work comfortably in that environment and can coordinate with counsel in your home jurisdiction.
Other jurisdictions
M&A advice across Europe
If your transaction touches more than one country, we can also help you find counsel in neighbouring and other European markets.
FAQ
Mergers and acquisitions in Bulgaria: common questions
Do I need a mergers and acquisitions lawyer in Bulgaria for a small share purchase?
Bulgarian law does not require a lawyer for every private share transfer, but representation by an attorney-at-law is mandatory in cassation proceedings before the Supreme Court of Cassation and before the Supreme Administrative Court. For a transaction with registrations, warranties or regulatory steps, local counsel is the practical choice.
Which Bulgarian courts hear commercial disputes arising from a deal?
First-instance commercial claims go to the district courts (rayonen sad) or, for higher-value or more serious cases, to the regional courts (okrazhen sad). Appeals go to one of the five appellate courts — Sofia, Plovdiv, Varna, Burgas and Veliko Tarnovo. The Supreme Court of Cassation’s commercial chamber is the final instance.
How long do I have to challenge an administrative act linked to a transaction?
Fourteen days. Administrative appeals and applications for judicial review of an administrative act must be brought within 14 days. If a deal depends on a permit, licence or regulatory decision, that short window should be diarised as soon as the act is notified.
Does Bulgarian law require a notarial deed for real-estate transfers in an M&A deal?
Yes. The transfer or encumbrance of ownership of Bulgarian real property must be effected by a notarial deed before a notary public competent for the location of the property, and the deed must be entered in the Property Register kept by the Registry Agency to be effective against third parties. Payments above BGN 10,000 must go through a special bank account.
How are lawyers’ fees regulated in Bulgaria?
Fees are freely agreed between the lawyer and the client; there is no binding official tariff for the fee itself. The Supreme Bar Council issues an ordinance with non-binding minimum reference amounts by type of work, which courts also use when ordering the losing party to pay the other side’s costs.
What tax rate applies to corporate profits in Bulgaria?
Bulgaria applies a flat 10% corporate income tax and a flat 10% personal income tax, with no progressive brackets. Dividends are taxed at 5%, and non-resident individuals are taxed at 10% on Bulgarian-source income. The surviving spouse and direct-line heirs are exempt from inheritance tax.
Next step
Tell us about your Bulgarian transaction
Describe the deal in a few lines and we will match you with a mergers and acquisitions lawyer in Bulgaria who fits the matter. No obligation, no fee for matching.