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[null,"Prepared By:","Contributors:"]
[null,"Brigard Urrutia","Nicolas Cardona"]
[]
[]
[]
["Lex Mundi Global Merger Notification Guide"]
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["Report Generated: 11/19/2025"]
[]
["View your report results on next tab"]

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["Question","Colombia"]
["Lex Mundi Merger Notification"]
["Is there a regulatory regime applicable to mergers and similar transactions?","Yes,\n Law 1340 of 2009 sets a mandatory merger control procedure.\n"]
["Identify the applicable national regulatory agency/agencies."," \n Superintendence of Industry and Commerce (\" SIC \");  \n Superintendence of Finance: for transactions among companies under the surveillance by this authority (Banking and Insurance); and \n National Civil Aeronautic Authority (\" AEROCIVIL \"): only for transactions among airlines. \n "]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate.","No. \n"]
["Are there merger filing requirements? If so, where are they set out?","Yes, requirements are found in \nSIC Resolution 2751 of 2021."]
["What kinds of transactions are \"caught\" by the national rules? (Identify any notable exceptions.)"," Any transaction, regardless of its legal nature, is subject to merger control if the following criteria are met: \n \n \n The transaction is an \"economic integration\"; this is, the transaction entails a change of control over the target, in the sense that a previously independent entity comes under the buyer's control, or there is a change in the structure of control over said entity (e.g. changes from joint to sole control or from sole to joint control, including acquiring minority or negative control) \"Control\" is defined broadly for antitrust purposes in Decree 2153 of 1992 as the ability to directly or indirectly influence a company's corporate policy, business strategy, or the disposal of key assets. \n \n \n The parties must be active locally and they must participate either (i) in the same economic activity, or (ii) in different levels of one same value chain: A company will be deemed to be active locally if it is incorporated in Colombia, if it has any local subsidiaries or branches, or if its products are sold in Colombia by a distributor or reseller. \n \n \n The parties meet the economic thresholds: The parties must have had, jointly or individually, operating income or total assets, for the fiscal year immediately preceding the transaction, in excess of the amount set yearly by the SIC (for 2025, 7.074.307,43 Basic Value Units (BVU) [1] - i.e. COP $81.783.378.398,736, USD $20.085.089,84,  EUR $18.548.174,94 at average exchange rates for 2025 [2] . The relevant income/assets are (i) in case the parties are incorporated in Colombia or have a local entity, those of all group entities in Colombia active in the relevant market/value chain; or (ii) in case the parties have no local entities, those of all group entities on a worldwide basis active in the relevant market/value chain. \n \n \n If the first three criteria are met, a filing is mandatory. However, the type of filing depends on the parties' market shares: (i) if their combined market shares in all relevant markets are below 20%, a short-form notification is available, or (ii) if any combined market share exceeds 20%, a full filing is required. \n \n _____________ \n [1]The Government has set the UVB value for 2025 at COP $11,552 per unit [2]: Calculation based on the 2024 average exchange rates published by the Banco de la República: $1 USD = $4,071 COP and $1 EUR = $4,409 COP "]
["Is notification required for minority investments?","Possibly. Since the definition of \"control\" in Colombian antitrust laws is broad (the ability to directly or indirectly influence a company's corporate policy, business strategy, or the disposal of key assets) any minority investment that grants such capacity by granting minority or negative control (e.g. by granting veto rights over decisions that affect the competitive behavior of the company), will be caught.\n"]
["Are foreign-to-foreign transactions captured by the merger control regime, and is there a local effects test?","Yes; foreign-to-foreign transactions that fulfill the criteria set forth in our response to \"\nWhat kinds of transactions are \"caught\" by the national rules?\" are caught under merger control in Colombia. The local effects test exists by the application of prong (ii) of the merger control test (i.e., both parties must be directly or indirectly present in Colombia and their activities must overlap in Colombia either horizontally or vertically).\n"]
["What are the relevant thresholds for notification?","The relevant thresholds for notification are those set out in \"\nWhat kinds of transactions are \"caught\" by the national rules?\"\n"]
["Is the filing voluntary or mandatory?","Filing is mandatory.\n"]
["Provide the time in which a filing must be made.","The filing must be made at any time prior to closing.\n"]
["Is there an automatic waiting period? If so, please specify.","In cases of full filings (i.e. when the parties' combined market share exceeds 20 percent), the parties cannot close until the \nSIC grants clearance.\nIn cases of short-form notifications (i.e. when the parties' combined market share is below 20 percent), the transaction is deemed authorized on the date of filing. However, the \nSIC has a 10-working day term to acknowledge that the notification was duly submitted.\n"]
["What are the form and content of the initial filing?","As per \nSIC's \nResolution 2751 of 2021, initial filings must be accompanied by the information included in \nAnnex 9.1 of the General Regulations of the SIC, which covers the structure of the transaction, information on the parties' business and structure, product market (i.e. description, trademarks, sales), geographic market, competitors and market shares, and distributors.\nAnnex 9.2 includes information for \nPhase II of the \nSIC's review. It can either be filed along with the initial filing or at the moment it is requested by the SIC. This information covers market structure, barriers to entry, capacity and production, and raw materials and inputs.\nShort-form notifications require substantially less information (i.e. on the structure of the transaction, the parties' activities, a description of the relevant market, and the parties' and their competitors' market shares).\n"]
["Are filing fees required?"," Yes, for 2025 the filing fees are: \n \n Short-form notifications (for 2025 COP $($3,596,000/ USD $883/ EUR 815) \n Long-form filings:\n \n Phase I (for 2025 COP $19,491,650 / USD $4,788 / EUR $ 4,420) \n Phase II (for 2025 COP $35,908,450 -51,308,900 / USD $ 8,821 -$12,603 / EUR 8,144- 11,637 [3] \n \n \n \n \n _____________ \n [3] Ibid "]
["Please provide an overview of the merger review process. Are there time limits within which the regulatory agency must act? Can they be shortened by the parties or be extended by the regulatory agency?","Phase I: This stage begins with the filing. The \nSIC has 3 days to determine if the filing is complete. If so, it will proceed to publish a notice on its website informing third parties and granting them a 10-day term to provide any information they deem relevant for the review.\nThe \nSIC has up to 30 business days to reach a decision: grant clearance or move to \nPhase II.\nPhase II: This stage begins on the date that the parties file the information requested by the \nSIC. The \nSIC has 3 months to reach a final decision. However, the 3-month term restarts in the event that the \nSIC issues an RFI to the parties. Only the first RFI restarts the term, any subsequent RFIs have no effect on timing.\nIn cases of short-form notifications, the \nSIC has a 10-day term to acknowledge that the notification was duly submitted.\n \n"]
["What is the substantive test for clearance?","The transaction must not create an undue restriction to competition. The \nSIC's analysis is based on market share and concentration analysis, mainly HHI, and barriers to entry to determine the potential for unilateral or non-coordinated effects that may cause an undue restriction.\n"]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?","Approval, approval subject to remedies, or prohibition.\n"]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?","Yes. When moving to \nPhase II, the \nSIC allows the parties to offer any remedies. Remedies are generally discussed and negotiated with the authority.\n"]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification."," Failure to file, or closing before clearance is secured, is considered an antitrust violation and as per Law 1340 of 2009 the SIC will impose the following fines: \n For companies, fines are capped as follows: \n \n Up to 100,000 monthly minimum wages (COP$142,350,000,000 c. USD $34,966,838 [4] ) \n Up to 150% of the profit resulting from the conduct \n \n For individuals, fines are capped at 2,000 monthly minimum wages (COP$2,847,000,000, c. USD $699,337 [5] ) \n Although these are the theoretical caps, fines for failing to file have been substantially lower, typically staying below USD $1 Million. \n Additionally, the SIC may order the reversal of the transaction, including the divestment of any acquired assets, if the transaction would have been blocked, had it been duly notified. \n \n _____________ \n  [4] Ibid  [5] Ibid "]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger.","Please reference the previous section on sanctions. \n"]
["Can the agency review and/or challenge mergers that are not notifiable?","No; non-notifiable mergers are not subject to review.\n"]
["Describe the procedures if the agency wants to challenge an unnotified transaction.","The process begins through a preliminary inquiry. The \nSIC collects all information on the transaction to determine if there is merit to open a formal investigation. The\n SIC may conduct dawn raids, call employees or officers to be interviewed, and request any corporate documents via RFIs. The preliminary inquiry is a confidential stage.\nIf the evidence collected by the \nSIC points towards the existence of an unnotified merger, it will open a formal investigation. The investigation is conducted by the Deputy Superintendent for Competition Protection. The decision to open a formal investigation is communicated to the parties, who have the opportunity to contradict and submit/request any evidence to support their claims. This includes documents, testimonies, expert reports, etc.\nOnce all evidence has been duly collected, the parties are summoned to a hearing to present their final allegations. Afterward, the Deputy Superintendent prepares a report where it presents the findings of the investigation to the Superintendent of Industry and Commerce along with a recommendation to either impose a fine or terminate the procedure.\nThe parties receive a copy of the report and may submit their comments, observations and arguments.\nThe Superintendent, on the basis of the report and of the parties' response, decides whether to adopt the recommendation or not and may either sanction the parties or close the investigation.\n"]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments.","The \nSIC has become more stringent when analyzing the prospective effects on competition of notified transactions. This means that it has lately approved more transactions subject to structural and behavioral remedies, and it has even been more active objecting or prohibiting transactions.\n"]
["Other important/notable information:","The \nSIC issued \nResolution 4231 of 2024, which prohibits any form of direct or informal contact with \nSIC officials. As a result, all meetings must now adhere to a formal procedure, including the submission of a detailed agenda request form. This measure is intended to ensure that all interactions with the antitrust authority, whether related to merger control, antitrust investigations, or other matters within the \nSIC’s jurisdiction, are properly documented and conducted with transparency.\n"]