Yes, it is set out mainly in the Organic Law of Regulation and Control of Market Power ("LORCPM").

Superintendencia de Competencia Económica ("SCE"; formerly, Superintendencia de Control del Poder de Mercado).

No, there is not a supranational regulatory agency with competence in merger control matters.

Yes. Notification requirements are set out in the LORCPM, its Regulation, and the SCE’s Instructive on Administrative Proceedings (or “IGPA”).

Transactions need to be notified to the SCE for merger control purposes when (i) there is a change of control over the target, (ii) which consists of either a vertical or a horizontal concentration (iii) that meets or exceeds at least one of two of the notification thresholds established in Ecuador’s Competition Act.
Control is understood to change when an undertaking obtains the ability to make commercially strategic decisions over another that was previously independent –i.e., internal reorganizations do not require antitrust approval. It does not matter how such control is acquired, whether by de facto or de jure means, directly or indirectly.

Conglomerate transactions (i.e., mergers where there is no current or potential horizontal or vertical overlap) do not need to be notified to the Ecuadorian competition agency.

Even where parties do not have a direct business presence in Ecuador, merger control regulation may be mandatory, considering that indirect effects on the Ecuadorian market are captured by the LORCPM.

The following transactions are caught by national rules on merger control:

• Mergers.
• Assignment of assets of a trader.
• The direct or indirect acquisition of shares, equity, or debt certificates grants control or decisive influence over the target.
• Full-function joint ventures.
• Any other act or agreement that transfers the assets of an economic operator or grants control or decisive influence over the target.

The acquisition of minority, non-controlling stakes in any company with operations in Ecuador is not subject to the merger control rules and does not require authorization from the SCE, except for cases where a minority and non-controlling stake allows the acquirer to block any strategic commercial decisions, thus granting negative control.

If a foreign-to-foreign transaction has effects within an Ecuadorian market, it needs to be notified to the antitrust agency. The SCE has only rarely mentioned an effects doctrine, so it is unclear how direct the link to the Ecuadorian economy must be to trigger the obligation to file a pre-merger notification. We would advise you to approach this issue conservatively.

An economic concentration is subject to authorization when one of two thresholds is met:

• Financial: The turnover of the resulting entity in the relevant market is over the amount set by the Regulatory Board, which is currently (2025) set at a joint turnover of USD 94 million. For insurance and reinsurance companies, the threshold is USD 100.580 million, and for mergers involving institutions in the national financial system, the threshold is USD 1.504 billion, or
• Economic: As a result of the transaction, the company acquires, reaches, or increases a market share of 30% or more in the relevant market where the company operates. This means that even transactions where a market share is not reinforced, but merely acquired, may be subject to compulsory notification.

Filing is mandatory when thresholds are met, and parties are subject to a standstill obligation until a final decision is made.

Notifications must be made within eight calendar days from the date of the ‘conclusion of the agreement’. The Regulation to the LORCPM provides further guidance regarding the 'conclusion' concept in the following manner:

• Mergers: From the moment the parties’ governing bodies agree to undertake the merger (e.g., signing of boards’ resolutions).
• Assignment of assets of a trader: From the moment the entities agree to the operation and determine its form, term and other conditions. In the case of companies, as of the moment, the assignment is approved by the parties’ governing bodies.
• Direct or indirect acquisition of shares, equity or debt certificates: From the moment the participants consent to the operation giving rise to the concentration and determine its form, term, and other conditions. In the case of companies, as of the moment, the sale is approved by the parties’ governing bodies.
• Joint-ventures: From the moment the administrators of the joint-venture are appointed.
• Any other act or agreement which grants control or decisive influence: From the moment the parties consent to the operation giving rise to the concentration and determine its form, term and other conditions.

No, transactions cannot close until a clearance decision is issued.

The SCE has issued a filing form template (available at: https://www.sce.gob.ec/sitio/wp-content/uploads/2023/02/Formulario-Notificacion-obligatoria.pdf), which must be completed and used within all mandatory merger control filings. The required information and documents are established in the Regulation to the LORCPM, and it refers to general data about the notifying parties as well as specific information about the transaction, relevant markets, barriers to entry, and efficiencies, among others.

Yes. A fee of USD 26,991.83 has to be paid for all mandatory notifications (USD 13,495.92 for informative ones).

The merger control review consists of a two-phase 60-day investigation process. Phase I investigation takes place during the first 25 business days and Phase II from business days 26 to 60 (or 120, if the proceeding is extended for 60 additional business days, as allowed by the LORCPM). The clock starts ticking after the agency certifies the notification as complete, which can take up to five weeks from filing, depending on the information requested by the agency. It is common for the SCE to issue several RFIs prior to officially starting the clock. The SCE can also “stop the clock” for up to 45 business days.

These time limits cannot be shortened by the parties. The precise duration of the review process depends on the complexity of the matter as well as on the agency’s workload.

The substantive test under Ecuadorian law is modelled on the European significant impediment to effective competition standard ("SIEC"). However, the Superintendency has not fleshed out the contours of the practical application of the test. There is a material particularity, according to the Ecuadorian Competition Statute, in that the significant impediment to effective competition must be ‘clearly foreseeable or proven’. This seems to impose a more stringent evidentiary standard on the Superintendency. However, the precise bar has not been litigated and the Superintendency tends to apply the standard without regard to the requirement. This is clearly an area that needs to be clarified by the courts.

Approval, denial or conditional approval.

Although not formally a part of the procedure, it is possible to voluntarily offer remedies, or start negotiating them, during the SCE’s analysis.

Sanctions escalate in consideration of how far a notifiable transaction has moved along before the SCE begins a gun-jumping investigation. The LORCPM is very stringent on the penalties that may be imposed if a company does not notify of a transaction. Late notification is a mild breach sanctioned with a fine of up to 8% of the turnover of the acquiring undertaking; closing without approval is an intermediate breach with a sanction of up to 10% of the turnover; where a newly merged entity conducts business operations within the market (after merging but without having been authorized), this would be considered a severe breach, sanctioned with a fine up to 12% of the turnover.

The Superintendency updated its fining guidelines in 2023. (See Resolution No. SCE-DS-2023-18 enacted on 16 November 2023). The formulas are designed to produce large fines that reach the maximum ceiling allowed by law.

In an amendment to the LORCPM in May 2023, an expedited procedure was created to sanction some instances of gun-jumping whereby the Superintendency does not have to define the relevant market, and the entire process can result in a fine in just six to eight months.

The Superintendency has initiated several ex officio proceedings to pursue alleged gun-jumping following the publication of global transactions in international news and has summoned parties to justify the lack of notification in relation to global transactions with an effect in Ecuador.

In addition to these fines, the Superintendency can also order the divestment or unwinding of the transaction when it is the only way to restore competition. In the case of very serious offences, the Superintendency can impose personal fines on the directors or legal representatives of the company; the amount of these fines can be up to USD 235,000. The statute of limitations to investigate any violations of the law expires four years from the date the Superintendency becomes aware – or should have become aware – of any violation, including gun-jumping and the violation of remedies.

Please see above.

Yes. The SCE can begin ex officio investigations into non-notifiable transactions.

The regulator must begin an ex officio investigation to determine whether an unnotified transaction was subject to its control and hence infringed the LORCPM.

If the agency concludes the transaction should have been notified, it then proceeds to analyze any material risk to competition and, finally, imposes a fine and remedies. The latter are only applicable if a material risk to competition, subject to the SIEC test, is found.

2024 was defined by a significant change in the agency’s top leadership: the Superintendent of Economic Competition. Danilo Sylva’s term came to an end, and Hans Ehmig was appointed as his successor.

Hans, a lawyer by profession, brings prior experience within the agency, having held several positions during the administration of Pedro Páez, Ecuador’s first Superintendent of Economic Competition. Since taking office, Hans has restructured both the technical teams within the Mergers Division and the composition of the Commission itself. The new team—some of whom also served under Pedro Páez—are now making their own mark on merger analysis.

On the one hand, the agency is now conducting more thorough reviews of notified cases, applying the Significant Impediment to Effective Competition ("SIEC") standard more rigorously, and imposing remedies more assertively, including structural remedies when it deems necessary.

Three cases illustrate this new approach:

• In the first case, when the gas station chain Primax acquired another chain, Terpel, the agency required Primax to divest nearly half of the assets involved in the transaction, arguing that Primax already held a significant market share in those specific geographic areas.
• In the second case, when Grupo KFC acquired the Ecuadorian franchise of Pizza Hut, the agency blocked the transaction with respect to Pizza Hut’s outlets in shopping malls, reasoning that Grupo KFC already had a dominant presence in those locations.
• Finally, when the Peruvian group Gloria acquired Nestlé’s Ecuadorian dairy business, the SCE required Gloria to license its own condensed milk brand as a condition of the deal, in order to preserve a competitive dynamic in that market.

Mr. Ehmig has also announced that he will focus his administration on two main areas. The first is the integration of artificial intelligence into the daily operations of the agency. The second is to closely investigate active digital platforms in Ecuador. For this second objective, the Superintendency seeks to collaborate with regional authorities and even the Andean Community of Nations, from whom it has requested the adoption of common standards.