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2. Relevant Bulgarian Laws

In addition to the Directive, the main laws and regulations governing business mergers and de-mergers are the:

  • Commercial Act which is the main law regulating corporate issues, including company establishment,  transformations/mergers, shareholder rights and protections, insolvency and liquidation, and others;
  • Public Offering of Securities Act which regulates public companies (those listed on the stock exchange or having more than 10,000 shareholders for the past two years) and the mergers in which a public company is involved;
  • Commercial Register Act that  regulates the registration of the merger with the Commercial Register
  • Corporate Income Tax Act which regulates the tax issues involved in mergers and acquisitions including cross border mergers;
  • Competition Protection Act,  regulating the merger filings;
  • Code of Civil Procedure which regulates the filing process related to the transformation of entities with non-business purposes, such as foundations;
  • Labour Code , regulating the employment issues involved in company transformations;
  • Act on Information and Consultation of Workers in Multinational Undertakings, Groups of Undertakings and European Companies that regulates the employment issues involved in cross border mergers;
  • Regulation on the Statute for a European Company (SE) which regulates the setting up of an European public limited-liability company (“Societas Europaea“ or “SE”) and the related cross border merger details; and