Competition Law

The Protection of Competition Act (referred as “PCA”) ensures protection and conditions for expansion of competition and free economic initiative in business activities in Bulgaria. Since 2007, Bulgaria is a member of the European Union and Bulgarian legislation in this area is harmonized with the European legislation, and certain EU rules on competition are directly applicable as well. Competition is regulated at national and European level. PCA regulates the relationships in connection with the application of Articles 101 and 102 TFEU, the cooperation with the European Commission, with regard to the application of Council Regulation (EC) No. 1/2003 and Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control over concentrations between undertakings.

The Commission on Protection of Competition (CPC) is the authority in Bulgaria that is empowered to apply and enforce the PCA. The CPC scope of activities covers all requests on ascertaining infringements of free market competition, direct enforcement of the provisions of Articles 101 and 102 TFEU, cooperation with the European Commission and the other national competition authorities of the EC Member States in conformity with EC Regulation No. 1/2003 and EC Regulation No. 139/2004, conducting sector analyses, and competition advocacy.

Unfair competition practices or actions are not allowed under PCA. A peculiar fact about Bulgarian legislation is that there are no criminal provisions for violations of competition law rules.

Prevention, Distortion or Restriction of Competition Is Prohibited;

PCA prohibits all kinds of agreements between undertakings, resolutions of associations of undertakings, as well as concerted practices of two or more undertakings which have as their object or effect the prevention, restriction or distortion of competition within the relevant market. Such agreements may be direct or indirect price fixing, allocation of markets or sources of supply, enforcement of dissimilar conditions to equivalent transactions with certain trading parties and others. However, certain agreements may be exempted from the prohibition, but they have to satisfy certain requirements. Such agreements must contribute to improving the production or distribution of goods or the provision of services or to promoting technical and/or economic progress by allowing consumers a fair share of the resulting benefit. Furthermore, they must not impose on the undertakings concerned restrictions which are not indispensable to the attainment of these objectives, and must not afford such undertakings the possibility of eliminating competition in respect of a substantial part of the relevant market.

Abuse of Dominant Position Not Allowed;

PCA does not prohibit dominant or monopolistic position as such. Bulgarian legislation considers an undertaking to have monopolistic position if the undertaking has by law the exclusive right to pursue a certain type of business activity. On the other hand, an undertaking has dominant position if the undertaking, in view of its market share, financial resources, access to the market, technological level and business relations with other undertakings, may hinder competition within the relevant market due to being independent of its competitors, suppliers or customers. The monopolistic or the dominant position is not itself banned; however, the abuse of dominant or monopolistic position is prohibited and sanctioned by CPC.

Acquiring Business in Bulgaria;

PCA also provides a comprehensive legal framework for reviewing and controlling mergers or acquisition of companies. Concentration between undertakings is considered to exist when a permanent change of the control occurs: in case of merger or acquisition between two or more independent undertakings or when one or more persons already controlling at least one undertaking gain, by means of purchasing securities, stakes or property, by means of a contract or in any other manner, direct or indirect control over other undertakings or any parts thereof. Concentration also means the establishment of a joint venture which permanently performs all functions of an economically independent subject.

CPC must be notified always prior to concentration of undertaking if …;

CPC must be notified always prior to concentration of undertaking if the aggregate turnover of the undertakings realized in Bulgaria for the previous financial year exceeds BGN 25 million and the turnover of each of the undertakings participating in the concentration on the territory of Bulgaria for the previous financial year exceeds BGN 3 million. The turnover of an undertaking is calculated in accordance with the provisions of PCA. The CPC authorizes a concentration provided that it does not lead to the establishment or reinforcement of a dominant position which would significantly impede effective competition in the relevant market, or in a cases in which dominant position is established or reinforced, the concentration aims at modernising the relevant business activity, improving the market structures and promoting consumers' interests, and as a whole the positive effect outweighs the negative impact on competition in the relevant market.

When the concentration has EU dimension, the European Commission has to be notified. A concentration is considered to have EU dimension where:

  • the combined aggregate worldwide turnover of all the undertakings concerned is more than EUR 5 000 million; and

  • the aggregate EU-wide turnover of each of at least two of the undertakings concerned is more than EUR 250 million.

However, if each of the undertakings concerned achieves more than two-thirds of its aggregate EU-wide turnover within one and the same Member State (in Bulgaria), the concentration will not be considered to have EU dimension, and hence, it has to be notified to the Commission for Protection of Competition instead of to the European Commission.

List with the notification form templates and necessary document can be found at the website of the CPC.

Liabilities and Penalties for Violation of Competition Law;

CPC may impose a pecuniary sanction amounting up to 10 % of an undertaking's or association of undertakings' total turnover for the previous financial year for violations of national competition law rules and Articles 101 and 102 TFEU, implementation of a concentration without prior notification, failure to enforce a resolution or ruling of the CPC, etc.

Natural persons who have violated PCA, unless their act constitutes a criminal offense, are penalized with a fine between BGN 500 and BGN 25,000. Such fine may also be imposed on a natural person or undertaking failing to provide requested information timely or providing false, misleading information. Upon imposition of such a fine, a deadline is specified within which the requested information must be provided to CPC. Periodic penalty payment may be imposed if the requested information is not presented in due time.

Leniency;

The Commission may, upon request of an undertaking, give leniency to an undertaking (grant exemption from pecuniary penalty) for violation of PCA rule and/or Article 101 TFEU, amounting to participation in a secret cartel, provided that such undertaking is the first to provide evidence based on which the CPC can perform an on-the-spot inspection, subject to the condition that by that time the Commission has not possessed sufficient data and evidence allowing it to file a request for a court permission, or to prove the alleged violation, subject to the condition that by that time the Commission has not had granted a conditional exemption from penalties to another undertaking before an on-the-spot inspection or before it possessed sufficient evidence allowing it to file a request for court permission, and that it has not had sufficient evidence to pass a resolution ascertaining a violation.

The CPC may reduce the pecuniary penalty of an undertaking for a violation of the CPC rules and/or Article 101 TFEU, amounting to participation in a secret cartel, provided that such undertaking voluntarily, by the closure of proceedings, has presented material evidence in proving the violation and has complied with all conditions specified in the Leniency Programme.

More information about regulation of competition at EU level can be found at the website of the European Commission: http://ec.europa.eu/competition/index_en.html

For more information about doing business in Bulgaria, see the complete text of our Guide.