On 7 November 2025, entered into force significant amendments of the Bulgarian Competition Protection Act (“BCPA”), expanding the powers and tools of the Commission on Protection of Competition (“CPC”). The reform is intended to bring national legislation in line with the recommendations of the OECD Competition Committee within the context of Bulgaria’s accession process to the organization and to remedy existing gaps in the BCPA.
The main changes include the introduction of a call-in mechanism for below-threshold mergers, the possibility for the CPC to conduct dawn raids during sector inquiries, the appointment of external experts, a new settlement procedure, access to electronic communications data, and higher sanctions for unfair commercial practices.
Introduction of a “call-in option” mechanism
The CPC may, by means of a reasoned decision, require the submission of a merger notification within six months from the implementation of a below-threshold transaction where:
- the combined aggregate turnover of all undertakings participating in the concentration on the territory of the Republic of Bulgaria in the preceding financial year exceeds BGN 25 million; and
- the transaction raises concerns that its implementation may significantly impede effective competition on the relevant market, in particular through the creation or strengthening of a dominant position.
This new instrument aims to capture transactions, particularly in the R&D and innovation sectors, which often fall outside the scope of mandatory notification but whose competitive potential may nonetheless affect market structure. The use of this intervention option for a concentration already implemented below the national notification thresholds is subject to two cumulative criteria and limited in time to a six-month period.
The introduction of this below-threshold review mechanism is not surprising in light of the CJEU’s ruling in Illumina/Grail[1], which narrowed the interpretation of Article 22 EUMR[2] and made the European Commission and national competition authorities to look for other ways to address “killer acquisitions”.
Voluntary pre-notification of concentrations
A new procedure is introduced, enabling the parties to a transaction to voluntarily notify the CPC of a concentration even where the conditions for mandatory notification are not fulfilled. The aim is to enhance legal certainty and predictability for transactions that may potentially impact the market.
The amended act also formally introduces the possibility for undertakings to propose remedies to preserve competition during the fast-track investigation phase (Phase I) of merger review. Prior to the amendment, this option was only inferred from the CPC’s Guidelines on Merger Control.
On-site inspections during sector inquiries
The CPC will have the right to conduct on-site inspections not only in proceedings for establishing competition infringements but also in the context of sector inquiries. The amendment is motivated by the need for efficiency and procedural economy in cases where, within the framework of a sector inquiry, sufficient evidence of a potential infringement is identified. This will allow CPC to carry out the inspection directly, without the need to initiate separate proceedings concerning the potential infringement.
Inspections will be conducted only with prior judicial authorization from the Administrative Court – Sofia District, and the court’s rulings will be subject to appeal before the Supreme Administrative Court.
Participation of external experts
The BCPA now allows the CPC to engage external specialists with the necessary professional qualifications during investigations and proceedings under the BCPA, the Public Procurement Act, and the Concessions Act. Experts will assist the CPC with specific tasks or throughout an entire investigation, and during on-site inspections they may participate only as technical (IT) experts. Their remuneration will be covered by the CPC’s budget when the expertise is initiated by the CPC.
Access to internet traffic data
With amendments to the Electronic Communications Act the CPC is now allowed to request internet traffic data from undertakings providing public electronic communication networks and/or services for the purpose of its investigations of prohibited agreements, resolutions and concerted practices. This access will be limited to: IP addresses, date, time, and duration of the connection, and data identifying the user’s end device.
The CPC argues that the collection of sufficient data to detect potential coordinated behaviour among bidders in public procurement procedures - aimed at or resulting in bid rigging - is of critical importance, as such conduct constitutes one of the most serious administrative infringements.
However, allowing the CPC to request internet traffic data from providers of public electronic communications networks and services raises questions of compatibility with EU fundamental rights standards. The CJEU has consistently held that the retention and access to traffic data cannot be justified solely for general law enforcement or administrative purposes[3] and the objective pursued must correspond to an aim of general interest recognised by the EU - such as the fight against serious crime or safeguarding national security.
New Settlement Procedure
A new procedure is introduced, which may be initiated upon a request by the respondent in proceedings for establishing infringements under Article 15 of the BCPA (prohibited agreements, decisions and concerted practices) and Article 21 BCPA (abuse of dominance), or respectively under Articles 101 and 102 TFEU. The procedure is available to undertakings willing to acknowledge their participation in the infringement or to refrain from contesting it.
Broader definition and increased sanctions for unfair commercial practices in the agricultural and food supply chain
Regarding unfair trading practices in the supply chain of agricultural and food products, BCPA introduces a general prohibition and expands the definition of what types of trading practices within this supply chain would constitute a breach of fair competition. The new definition does not provide an exhaustive list of such practices but instead prohibits any act or omission that is contrary to good commercial practice and that harms or may harm the interests of the supplier. The CPC justifies this amendment with its intention to cover a broader range of situations that would otherwise remain unprotected. Unlike the other amendments, this one enters into force three months after the promulgation of the law.
Additionally, the amended BCPA significantly increases monetary sanctions for violations in the supply chain of agricultural and food products. Now CPC may impose monetary sanctions up to 10% of the turnover for the preceding financial year from the sale of the products involved in the violation, but not less than BGN 50,000. In case of lack of turnover, the sanction will be in the range of BGN 10,000 and BGN 50,000. There will be an option to reduce sanctions according to a methodology approved by the CPC. For comparison, before the amendment the maximum amount of the sanction was BGN 300,000.
The increased sanctions effectively align penalties for unfair trading practices with those imposed for the most serious competition law infringements and has been regarded as unjustified and disproportionate.
Overall, the reform enhances the CPC’s powers and aligns Bulgarian competition law with OECD standards, though its expanded data access and sanctioning provisions will need to balance effective enforcement with the protection of fundamental rights and legal certainty for businesses.
[1] C-611/22 P-DEP - Illumina v Commission.
[2] Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings
[3] C-203/15 - Tele2 Sverige, para. 115; C-511/18 - La Quadrature du Net and Others, para. 141–142.
By Elena Shopova, Senior Associate, and Anastasiya Grunova, Senior Associate, Eversheds Sutherland
