site.btaParliament Definitively Expands Powers of Future Special Administrator for Lukoil's Assets in Bulgaria

In two readings held during a single sitting on Friday, the National Assembly expanded the powers of the figure of the special commercial administrator of a critical infrastructure facility by adopting amendments to the Act on Administrative Regulation of Economic Activities Associated with Oil and Petroleum Products. The amendments were prompted by plans to appoint a special commercial administrator to oversee Russian oil company Lukoil's assets in Bulgaria.

The bill was moved on Friday morning by MPs of the Movement for Rights and Freedoms – New Beginning, GERB-UDF, There Is Such a People, and BSP-United Left. The proposed legislation passed in the National Assembly Energy Committee later in the morning before it was moved on to the full House.

The proposal for the second reading to be held in the same sitting was made by Stanislav Anastasov (MRF–New Beginning) and was opposed by Vazrazhdane, which had its own proposals to remove certain provisions.

The amendments will take effect on the day of their promulgation in the State Gazette.

At the first plenary vote, the proposed provisions were supported by 130 MPs, with 71 against and two abstaining. Those in favour came from GERB–UDF, MRF–New Beginning, There Is Such a People, BSP–United Left, one MP from the Alliance for Rights and Freedoms (APS), and four independent MPs. Opposed were Continue the Change – Democratic Bulgaria (CC–DB), Vazrazhdane, APS, and MECh. The Velichie party did not take part in the vote.

According to the reasoning for the bill, sanctions imposed on Lukoil OAO assets could effectively lead to the shutdown of Bulgaria’s only oil refinery, Lukoil Neftochim (in the seaside city of Burgas), due to counterparties’ refusal to make payments to Lukoil OAO-owned companies in Bulgaria. The situation, it says, requires expanding the powers of the special commercial administrator under the law, as the current circumstances differ significantly from those originally envisaged when the position was introduced.

The amendments allow the special administrator to continue all refinery and operational activities of Lukoil facilities in Bulgaria beyond November 21, 2025. The sponsors of the bill note that the so-called “German model,” which has already received an exemption from sanctions, is effectively incorporated into these legislative changes.

Under the new provisions, individual administrative acts issued by the Minister of Economy and Industry under this law will be subject to appeal under the Administrative Procedure Code, except in specified cases.

The National Assembly repealed the provision limiting the term of a special commercial administrator to six months, extendable once for another six months. It also removed the rule allowing the position to be held by up to three people.

Following a proposal by Stanislav Anastasov (MRF–New Beginning), the National Assembly resolved that the special administrator may make changes to the management bodies of the operator of critical infrastructure and of entities engaged in the storage, transport, or wholesale and retail trade of oil and petroleum products. The administrator will also be able to appoint authorized representatives (procurators) in the operator’s subsidiaries.

Additional requirements have been added for appointing a special commercial administrator. The individual must not be the spouse or a relative (by blood up to the sixth degree or by marriage up to the third degree) of any person involved in the management or supervisory bodies of a company operating critical infrastructure or engaged in oil-related activities. The person must also not have any relationships that could raise doubts about their impartiality.

From the date of the administrator’s appointment by the Council of Ministers, shareholders, partners, and sole owners of capital of companies operating critical infrastructure, or involved in oil storage, transport, or trade, will lose their voting rights and the right to dispose of their shares or equity.

Once registered in the Commercial Register and the Register of Non-Profit Legal Entities, the special commercial administrator will fully exercise the shareholders’ voting rights.

Disposals of shares or equity must be preceded by a market valuation. A transfer will be considered effective upon the adoption by the Council of Ministers of an act approving the buyer and the key transaction terms, followed by a written contract between the special commercial administrator and the purchaser.

The MPs also decided that, in cases where the special commercial administrator carries out a transaction involving the sale of shares or equity, the proceeds from the sale will be deposited into a special account controlled by the Minister of Finance at the Bulgarian Development Bank. After approval by the Council of Ministers and provided there are no legal impediments, the Finance Minister will allocate the proceeds within six months, according to the nature and proportion of the transferred rights.

The special commercial administrator will be required to register in the Commercial Register any changes in shareholders or management of companies operating critical infrastructure or engaged in oil-related activities.

Any transactions involving ownership changes carried out by the company’s shareholders after the administrator’s appointment will be deemed null and void.

The special commercial administrator may not dispose of or alienate company assets under their control, except within the scope of ordinary management, the legislature decided. They may not incur financial obligations on behalf of the company except within its normal business operations. Any asset disposal or financial commitment beyond ordinary management will require prior approval by the Council of Ministers. Transactions made in violation of this rule will be null and void.

Background

On October 22, 2025, the US Department of the Treasury's Office of Foreign Assets Control (OFAC) expanded its sanctions on Russia by designating that country's two largest oil companies, Rosneft and Lukoil, under Executive Order 14024. The idea is to step up economic pressure on Russia's energy sector, which is a critical source of revenue for the Kremlin's military operations in Ukraine.

In Bulgaria, Lukoil owns Lukoil Neftochim Burgas, the largest oil refinery in the Balkans, through its Swiss-registered subsidiary LITASCO, which holds a 89.97% stake in the facility. Another 9.88% of the refinery belong to another Lukoil affiliate, Lukoil Oil Company. The remaining 0.15% of the capital is distributed among over 7,700 individual and corporate shareholders.

Lukoil also owns Lukoil Bulgaria, a leading Bulgarian motor fuel retail company, via LITASCO.

According to the Commission for Protection of Competition, Lukoil Bulgaria has a relatively large market share in this country and is a market leader in the wholesale of automotive fuel, with a share fluctuating between 40-50% and 50-60%.

It is Lukoil's 89.97% shareholding via LITASCO that places these key Bulgarian energy assets directly within the scope of the sanctions. The sanctions are expected to affect its ability to operate normally within the global financial system, potentially limiting its access to international banking services and supply chains that rely on US dollars or entities.

This has raised concerns in Bulgaria regarding the security of fuel supply and economic impacts, prompting the government to explore legal and administrative options to ensure the refinery's continued operation and mitigate disruptions of the country's energy infrastructure.

There have also been calls for re-nationalization of the oil refinery, which was privatized by stages between 1997 and 2009.