Guatemala has a regulatory regime applicable to mergers and similar transactions. However, it is a basic set of rules whose main purpose is to guarantee publicity of the operations and the rights of creditors, through the publication of notices in an online bulletin of the Commercial Registry (Registro Mercantil). It is not a regulation based on or designed for merger control as understood within competition law or antitrust law, therefore making various aspects of this survey either inapplicable or limited to the scope of Guatemala's rules. Furthermore, special rules apply in matters of Banking & Finance, whereby the Central Bank Authority (Junta Monetaria) must approve mergers according to specific criteria set out in banking legislation.

The Guatemalan Congress is currently considering a Bill to enact specific legislation on competition law, which would introduce a system of merger control more similar to that of other jurisdictions. If and when enacted, such rules would be more in line with the content of this survey.

Commercial Registry (Registro Mercantil), an office of the country's Ministry of Economy.

Not applicable.

There are basic merger filing requirements set out in the Commercial Code (Código de Comercio).

The national rules apply to mergers, which may occur either through two or more entities merging to form a new one (integration), or one or more entities being absorbed by another (absorption). The same rules apply to:

• Transformation, i.e. changing a corporate entity's legal status (for example, from a Stock Corporation to a Limited Liability Company); and
• Transfer of a business enterprise (empresa mercantil) when the owner is a commercial entity. Enterprise transfer is also subject to specific rules of publicity when the owner is an individual.

No notification is required for minority investments, as a general rule for commercial entities. However, different rules apply for banking and financial institutions, so a Banking and Finance expert should be consulted when investing in such operations.

Guatemala does not have a merger control regime per se, as explained above. The national rules for transactions outlined in our response to "What kinds of transactions are "caught" by the national rules" above apply to all those that must bank before the Guatemalan Commercial Registry, regardless of the nationality of the parties involved.

There are no thresholds for notification. All mergers and other applicable transactions must be filed before the Commercial Registry.

Filing is mandatory.

The first document to be filed is the one formalizing the decision to merge, taken by the entities' governing bodies and transcribed by a public notary. This decision must be published three times within a fifteen-day period (currently in the Official Bulletin; from February 2018, in the Commercial Registry's online publication) along with the companies' general balance sheet. Two months after the third publication (if no opposition from creditors has been filed, or earlier if an agreement has been reached with creditors), the merger may be formalized before a public notary. The notary document containing the formal merger must also be filed before the Commercial Registry.

There is the period of two months during which creditors may oppose the merger, as explained in the previous answer. However, this period may be waived if:

• An agreement is reached with all creditors;
• Direct payment is made to creditors through bank deposits; or
• The judge hearing the creditors' opposition authorizes the merger to go forward, with prior constitution of a guarantee.

The initial filing is that of the decision to merge, taken by the entities' governing bodies and transcribed by a public notary. There are no special formal or content requirements for these documents, other than the general ones applicable to both the corporate decision and the notary document which transcribes it.

Yes. The Commercial Registry charges filing fees for both the merger decision and the final merger document. Also, fees will apply for the drafting and publication of official notices (edictos) and registry certifications.

Due to the nature of Guatemala's current rules as explained above, there is no merger review nor regulatory agency in the sense of antitrust law. The Commercial Registry's "review" is limited to verifying legal requirements as with any other registry operation.

As explained in the previous answer, the only substantive aspects to be verified by the Commercial Registry are the normal requirements for mergers set out in the Commercial Code.

The Commercial Registry (which is not an antitrust regulatory agency) does not need to approve mergers. It only verifies the legal requirements. If they are met, the merger will be formally registered. If not, the Registry may deny registration, and the parties may correct any formal or substantial requirement.

Not applicable. 

Incorrect or incomplete notifications (or rather, the notary documents formalizing the decision to merge or the merger itself) will not be registered by the Commercial Registry (see the previous section). 

In the case of not filing, it would depend on whether the decision to merge or the merger itself is not filed, or either or none of them are. Further legal consequences could vary depending on whether the merger was supposed to be by integration or by absorption. Beyond the necessary case-by-case analysis, it may be stated that the general consequence of not filing any or all of the documentation is that the "merger" would lack legal recognition, being null or de facto. This could have implications in aspects such as liability before third parties, or even criminal consequences if some actions before third parties could be deemed to constitute fraud.

In general, there are no prohibited mergers, strictly speaking, in Guatemalan law. Under current rules, "clearance" would mean only the passing of the two-month period (or its alternatives) as previously described. Mergers formalized before, or without the legally viable alternatives, would not be registered by the Commercial Registered or, even if they were, could be considered null, since there is an explicit prohibition against formalizing the merger without those pre-requisites.

Not applicable.

Not applicable. 

Not applicable.

Not applicable.