In Kosovo, the legal framework governing mergers and acquisitions (M&A) is encapsulated in Law No. 08/L-056) on the Protection of Competition, effective from June 2022. This legislation mandates that certain concentrations (i.e., mergers, acquisitions, or joint ventures) be notified to the Authority for the Protection of Competition (APC) prior to their implementation, aiming to prevent anti-competitive practices and ensure a competitive market environment.
Jurisdictional Thresholds for Notification
A concentration must be notified to the APC if it meets either of the following criteria:
(1) The combined worldwide revenue of all participants exceeds EUR 20 million in the financial year preceding the concentration, and at least one of the companies concerned has a turnover in Kosovo exceeding EUR 1 million; or
(2) At least two companies concerned have a combined revenue in Kosovo exceeding EUR 3 million.
These thresholds are designed to capture transactions that have a significant impact on the Kosovo market, regardless of the nationality of the parties involved.
Definition of Control and Scope of Notification
Control is defined as the ability to exercise decisive influence over the activities of another company. This may be achieved through ownership or the right to use all or part of the enterprise’s assets, or through contractual or other legal arrangements that give one party the power to influence the composition, voting, or decisions of the corporate bodies of another.
Mandatory Notification and Standstill Obligation
Notification is mandatory when the specified thresholds are met. While there is no formal deadline for submitting a notification to the APC, a concentration must be notified and cleared before it is implemented. The APC must decide to either clear a concentration in Phase I or initiate a Phase II investigation within 30 calendar days of confirming a complete merger notification. If the APC does not initiate Phase II proceedings within this period, the concentration is deemed cleared.
Notably, there is no pre-notification phase; parties may submit a notification based on a serious intent to merge. However, they must refrain from implementing the concentration until the APC has cleared it, adhering to the standstill obligation.
Review Process and Timelines
Upon receipt of a complete notification, the APC evaluates whether the concentration would significantly impede effective competition in the relevant market, particularly as a result of creating or strengthening a dominant position. The assessment process typically involves reviewing the competitive effects of the proposed concentration, collecting additional information from the parties and third parties, and analyzing the potential impact on the relevant markets.
Penalties for Non-Compliance
Failure to notify a notifiable concentration or implementing a concentration before obtaining clearance can result in significant penalties. The APC has the authority to impose fines of up to 10% of the total worldwide revenue realized in the last financial year of the enterprise or group of enterprises involved.
Strategic Considerations for Businesses
Businesses planning M&A activities in or involving Kosovo should assess early whether the transaction meets the notification thresholds. They should prepare comprehensive documentation describing the transaction, the parties involved, the relevant markets affected, and the potential competitive impact. It is also advisable to submit the notification well in advance of the intended implementation date to accommodate the APC’s review process. Companies should refrain from implementing the transaction until receiving clearance from the APC to avoid penalties.
In conclusion, understanding and adhering to Kosovo’s merger control notification obligations is crucial for businesses to ensure compliance and avoid legal repercussions. Early assessment and careful planning can facilitate a smooth review process and contribute to maintaining a competitive market environment.
Note: The above review is based on the current legal framework as of October 2025 and is subject to change. Businesses are advised to consult with legal professionals for the most up-to-date information.
By Urim Vokshi, Partner, Vokshi & Lata
This article was originally published in Issue 12.9 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
