- Title One GENERAL
- Title Two RESTRICTION OF COMPETITION
- Title Three PROCEEDINGS
- Title Four LIABILITY AND SANCTIONS
- SUPPLEMENTARY PROVISIONS
- TRANSITIONAL AND FINAL PROVISIONS
LAW ON PROTECTION OF COMPETITION
(Promulgated, State Gazette, Issue 102 of 28.11.2008)
Title One
Chapter One
GENERAL PROVISIONS
Article 1. (1) This Law aims at ensuring protection and conditions for promotion of competition and free economic initiative. Article 2. (1) This Law shall apply to: (2) This Law shall not apply to actions, the consequences of which restrict or may restrict or distort competition in another state, unless otherwise provided in an international agreement, which has entered into force, to which the Republic of Bulgaria is a party.
Chapter Two
COMMISSION ON PROTECTION OF COMPETITION
Article 3. (1) The Commission on Protection of Competition, hereinafter referred to as ‘the Commission’, shall be an independent specialised state body financed by the state budget, first level spending unit. The Commission shall be a legal entity seated in Sofia.
(2) The Commission is the national authority of the Republic of Bulgaria responsible for the enforcement of Community competition acquis.
Article 4. (1) The Commission shall consist of seven members, including a chairperson, two deputy chairpersons and four members, elected and dismissed by the National Assembly. The chairperson shall be elected for a term of office of 6 years and the deputy chairpersons and the members – for a term of office of 5 years. Article 5. (1) The powers of the Chairperson, Deputy Chairpersons and members of the Commission shall be terminated by the National Assembly prior to the expiry of their term of office:
1. at their own request;
2. when it is impossible for them to perform their duties for more than six consecutive months; Article 6. (1) The Commission’s organization and activity shall be regulated by Rules of Organisation, which shall be promulgated in the State Gazette.
(2) The activities of the Commission shall be assisted by an administration.
Article 7. (1) The composition, organizational structure, rights and obligations of the administration of the Commission shall be set out in the rules adopted pursuant to Article 6, paragraph (1).
(2) The legal relations with the employees of the administration shall arise from and be governed by the provisions of Civil Servant Act and the Labour Code.
Art. 8. (1) The Commission for Protection of Competition shall: 6. propose to the competent state authorities and local government bodies, to revoke or amend administrative acts, issued by them, that have or may lead to the prevention, restriction or distortion of competition; Article 9. (1) The Chairperson of the Commission shall: 8. execute the budget; (2) In performing his/her functions, the Chairperson shall be assisted by the Deputy Chairpersons. He/she shall appoint the Deputy Chairperson of the Commission who shall act as his/her substitute in his/her absence.
Article 10. (1) A Commission member or an official from the administration may not take part in a proceeding under this Law, in case he/she is interested in the outcome of the proceedings or there are reasonable doubts about his/her impartiality.
(2) The Commission member or the official in question shall be removed on its own initiative or upon a motion of the parties.
Article 11. (1) The members of the Commission and the officials of the administration shall not have the right to disclose information, which constitutes professional secret.
(2) Information, which constitutes professional secret, may be disclosed by the Commission only in performing its obligations as a national competition authority of a Member State of the European Union under the procedure set forth in Regulation (EC) No. 1/2003 and Regulation (EC) No. 139/2004.
Article 12. The members of the Commission and the officials of the administration shall not bear any pecuniary liability for damages caused in the course of performing their functions and powers under this Law, unless they have intentionally committed indictable crime.
Article 13. (1) The Commission’s budget shall be drawn up, executed and accounted for in compliance with the State Budget Act.
(2) The Commission shall receive to its budget income from: 3. other sources from activities allowed by a law.. Article 14. (1) By May 30 of the following year the Commission shall prepare and submit to the National Assembly an annual report on its activities.
(2) The Commission shall publish the annual report under the previous paragraph and make it available on its site.
Title Two
Chapter Three
PROHIBITED AGREEMENTS, DECISIONS AND CONCERTED Article 15. (1) The following shall be prohibited: all types of agreements between undertakings, decisions by associations of undertakings as well as concerted practices of two or more undertakings having as their object or effect the prevention, restriction or distortion of competition on the relevant market, such as those which: (2) Any agreements and decisions referred to in paragraph (1) shall be null and void.
Article 16. (1) The prohibition referred to in Article 15, paragraph (1) shall not apply to agreements, decisions or concerted practices with inappreciable effect on competition.
(2) The effect shall be considered inappreciable where the aggregate share of the participating undertakings on the market of goods or services affected by the agreement, the decision or the concerted practice does not exceed:
1. ten per cent of the relevant market, where the participants are competitors;
2. fifteen percent of any of the relevant markets, where the participants are not competitors; Article 17. (1) Agreements, decisions and concerted practices within the meaning of Article 15, paragraph (1) shall not be prohibited, if they contribute to the improvement of the production or distribution of goods or provision of services or to the promotion of technological and/or economic progress, while ensuring a fair share of the resulting benefits to the consumers and if they:
a) do not impose on the undertakings concerned restrictions that are not indispensable to the attainment of these objectives; and
b) do not afford such undertakings the possibility of eliminating competition in respect of a substantial part of the relevant market.
(2) The burden of proof in respect of the circumstances under paragraph (1) shall be upon the undertakings or the associations of undertakings that invoke them.
Article 18. (1) Certain categories of agreements, decisions and concerted practices which comply to the requirements under Article 17 may be exempted from the prohibition under Article 15 by a decision of the Commission, which shall not be subject to appeal. It shall be published in the register under Article 68. Chapter Four
ABUSE OF MONOPOLY OR DOMINANT POSITION
Article 19. (l) The position of an undertaking which by law has the exclusive right to carry out a certain type of economic activity shall be monopolistic. Article 20. (1) Dominant shall be the position of an undertaking which, in view of its market share, financial resources, possibilities for market access , level of technology and economic relations with other undertakings may hinder competition on the relevant market, as it is independent of its competitors, suppliers or customers.
Article 21. The conduct of undertakings enjoying monopoly or dominant position, as well as the conduct of two or more undertakings enjoying a collective dominant position that may prevent, restrict or distort competition and impair consumers’ interests, shall be prohibited, such as those which: Chapter Five
CONTROL ON CONCENTRATIONS BETWEEN UNDERTAKINGS
Article 22. (1) A concentration of undertakings shall be deemed to arise where there is a change of control on a lasting basis, which results from:
l. the merger or takeover of two or more independent undertakings, or
2. the acquisition, by one or more persons already controlling at least one undertaking, whether by purchase of securities, shares or assets, by contract or by any other means, of direct or indirect control of the whole or parts of other undertakings. 1. ownership or the right to use the entirety or part of the assets of the undertaking;
2. rights, including on the basis of a contract, which provide a possibility for decisive influence on the composition, voting or decisions of the organs of the undertaking.
Article 23. A concentration shall not be deemed to arise in cases where: Article 24 (1) Concentrations shall be subject to mandatory prior notification to the Commission where the aggregate combined turnover of all undertakings participating in the concentration in the territory of the Republic of Bulgaria in the preceding year exceeds BGN 25 million, and (2) Undertakings shall be obliged to notify the Commission following the conclusion of the agreement, the public announcement of the bid or the acquisition of control, but before the undertaking of any actual actions to implement the transaction. In certain cases, upon request of the parties, the Commission may assess concentrations prior to conclusion of the agreement or the public announcement of the bid, where the parties provide sufficient evidence of their intentions to conclude an agreement or have publicly announced their intention to make a tender offer.
Article 25. (1) The aggregate turnover shall include the net income from sales of an undertaking participating in the concentration during the preceding financial year, being the amounts derived from sale of products, goods and services, generated from the ordinary activities of the undertaking, reduced with commercial discounts, cutbacks, rebates and value added tax. Turnover shall not include income from sale of products, goods and services between undertakings belonging to the same economic group.
(2) Where concentration comprises acquisition of part or parts of one or more undertakings, whether or not constituted as separate legal entities, only the turnover relating to the part or parts which are the subject of the concentration shall be taken into account.
(3) For the purposes of this Article, turnover shall consist of:
1. for credit or other financial institutions – the amount of the following revenue items after deduction of VAT and when necessary – other taxes related to these items:
a) interest income and other similar income;
b) income from securities: income from shares and other variable yield securities; income from participating interests; income from shares in affiliated undertakings;
c) commissions receivable;
d) net profit on financial operations;
e) other operating income;
the turnover of a credit or other financial institution in the Republic of Bulgaria
includes the income items, as determined above received by their branches or divisions established in the Republic of Bulgaria;
2. for insurance undertakings – the value of the gross premiums written, which shall comprise all amounts received and receivable in respect of insurance contracts, issued by or on behalf of the insurance undertakings, including outgoing re-insurance premiums after deduction of taxes and instalments or levies charged by reference to the amounts of individual premiums or the total volume of premiums. 3. the undertakings controlling directly or indirectly the respective undertaking-participant pursuant to Article 22, paragraph (3);
4. other undertakings controlled directly or indirectly pursuant to Article 22, paragraph Article 26. (1) The Commission shall authorise a concentration provided that it does not lead to the creation or strengthening of a dominant position, as a result of which effective competition in the relevant market would be significantly impeded.
(2) The Commission may authorise a concentration which, while creating or strengthening a dominant position, aims at modernisation of the relevant economic activity, improvement of market structures, better meeting the interests of consumers and overall the positive effect outweighs the negative impact on competition in the relevant market.
Chapter Six
SECTOR INQUIRIES AND COMPETITION ADVOCACY
Article 27. (1) The Commission shall perform a sector inquiry in cases where the competition in a certain sector, branch, sub-branch or region may be prevented, restricted or distorted.
(2) In the framework of the inquiry under paragraph (1), the Commission may define the relevant markets and investigate their characteristics and structure, barriers to entry, market participants, degree of market concentration, sector dynamics, regulatory framework, self-regulation and draw conclusions on the conditions of the competitive environment.
Article 28. In order to protect free economic enterprise and prevent restriction or distortion of competition, the Commission shall assess the compatibility with the provisions of this Law of: Chapter Seven Article 29. Any action or omission when carrying out economic activity, which is contrary to good faith commercial practices and damages or may damage the interests of competitors shall be prohibited.
Article 30. Damaging good name and trust in competitors, and in the goods or services offered by them, by way of assertion or dissemination of false information, as well as by way of misrepresenting of facts, shall be prohibited.
Article 31 Any misleading in respect of substantive characteristics of goods or services, or in respect of the manner of use of the goods or the provision of the services by asserting false information or misrepresenting facts shall be prohibited.
Prohibition of Misleading and Comparative Advertising
GENERAL
Subject Matter
Scope
Status
Members
Termination of Powers
Organisation and Activity
Administration of the Commission
Competence
Chairperson of the Commission
Conflict of interests
Professional secret
Pecuniary liability
Commission’s Budget
Annual Report
RESTRICTION OF COMPETITION
PRACTICES
General Prohibition
Agreements of Minor Importance
(4) The Commission shall adopt rules, governing the application of paragraphs (2) and Exemption from the Prohibition
Block Exemption from the Prohibition
Monopoly Position
Dominant Position
Prohibition of Abuse of Monopoly or Dominant Position
Definition
Derogations
Prior Notification
Calculation of Turnover
Authorisation for Concentration
Sector Inquiries of the Competition Environment
Competition Advocacy
PROHIBITION OF UNFAIR COMPETITION
General Prohibition
Damaging Good Name of Competitors
Misleading