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1. Introduction

This paper sets out the main types of business mergers and de-mergers under Bulgarian law. It focuses on cross border mergers involving Bulgarian companies and companies with a registered address in another Member State of the EU or Contracting Party to the Agreement on the European Economic Area (“Member State”).

In Bulgaria, the European Cross Border Mergers Directive has been implemented into law by the Commercial Act. This applies to mergers by acquisition and mergers by formation of a new company, where at least one of the companies involved has its registered office in a Member State.

 

Prior to the adoption of the EC law permitting the establishment of a European Company (an SE) and Bulgaria’s entry to the European Union in 2007, the legal possibilities for a cross border merger were limited. A cross border merger in the meaning of a universal legal succession was not possible. Only an acquisition shares and assets under general Bulgarian law was available.