Mergers & Acquisitions

Comprehensive legal services for business purchase and sale transactions — from initial structuring and due diligence to closing the deal and post-closing integration.

Share Deals Asset Deals Due Diligence Merger Control Post-Closing
Our Services
We advise both buyers and sellers in all types of M&A transactions
01

Legal Due Diligence

Thorough review of the corporate history, contracts, property, disputes, employment and tax matters of the target company.

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02

Deal Structuring

Share deal, asset deal or transfer of enterprise? We choose the optimal structure from a tax and legal perspective.

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03

Regulatory Approvals

Notifications to the CPC, sectoral regulators and foreign investment screening. Full representation before authorities.

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04

Closing & Integration

Closing mechanics, transfer of control, Trade Register filings, employee integration and earn-out structures.

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Stages of an M&A Transaction
From first contact to integration — 7 key phases
1

Term Sheet

Preliminary terms

2

Due Diligence

Review of the target company

3

Structuring

Choosing the deal form

4

Documentation

SPA, SHA, warranties

5

Regulatory

CPC, sectoral approvals

6

Closing

Transfer of control

7

Integration

Post-closing, earn-out

Deal Types
Comparison of the main acquisition structures for a business in Bulgaria

Share Deal

Transfer of shares / equity
  • The company remains the same
  • All contracts are preserved
  • No VAT
  • No local taxes
  • Fast procedure
  • Assumption of hidden liabilities
  • Notarisation required (for LLC)

Asset Deal

Transfer of assets
  • You choose what you buy
  • No hidden liabilities
  • Flexibility in structuring
  • 20% VAT (if seller is VAT-registered)
  • Transfer tax (for real estate)
  • Each asset — separate procedure

Going Concern

Transfer of enterprise
  • The business is transferred as a whole
  • Includes clients and relationships
  • Employees transfer automatically
  • Liabilities (incl. tax) transfer
  • NRA notification mandatory
  • Declaration of employee liabilities
Full Scope of Advisory
We represent both buyers and sellers in all types of M&A transactions
Legal and tax due diligence
Structuring and tax optimisation
Drafting SPA, SHA, warranties
Negotiations and representation
Merger control and CPC notifications
Foreign investment screening
Mergers and demergers
Winding-up, liquidation, insolvency
Earn-out structures and post-closing
Cross-border transactions
Sector Experience
We work with clients across key industries
Technology & IT Financial Services Energy & Renewables Telecommunications Real Estate Manufacturing Gaming & Entertainment E-commerce Pharmaceuticals Automotive
The M&A Market in Bulgaria
A dynamic market with growing interest from foreign and local investors
80+
Deals per year
10%
Corporate tax
EU
Member since 2007
2026
Euro adoption

Planning an acquisition or sale of a business?

Contact us for a confidential consultation about your transaction.

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