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Merger control in Chile: when a deal must be filed with the FNE, how long review takes and what gun jumping costs

Argentina. For full detail on Argentina, go to The Argentine Thread.

Last verified: 2026-10-26 · Status: Stable

A deal that ends the independence of two businesses must be filed with the Fiscalía Nacional Económica (FNE) before closing when the parties' combined Chilean sales reach UF 2,500,000 and at least two parties each have UF 450,000. Filing is mandatory and suspensory: the deal cannot close until cleared. The FNE has 10 business days to check completeness, 30 for phase 1 and up to 90 more for phase 2, and silence means approval on the terms offered. There is no filing fee. Closing early costs up to 20 UTA a day, and the FNE can still investigate unnotified deals below the thresholds for one year after closing.

USD figures use the Central Bank exchange rate of CLP 986.58 per US dollar published in the Diario Oficial for 23 October 2026 (CVE 2891564). UF figures use the SII value of CLP 41,221.08 for 26 October 2026, and UTM and UTA figures the SII values of CLP 72,151 and CLP 865,812 for October 2026. Conversions are for orientation only.

Key facts

Merger notification threshold, combined Chilean sales of the parties	2,500,000 UFFNE Res. Ex. Nº 157 of 2019; DL Nº 211 art. 48 a), as of 2026-10-26 · in force
Merger notification threshold, Chilean sales of each of at least two parties	450,000 UFFNE Res. Ex. Nº 157 of 2019; DL Nº 211 art. 48 b), as of 2026-10-26 · in force
Merger filing mandatory and suspensory above thresholds	Yes textDL Nº 211 art. 48 and 49, as of 2026-10-26 · in force
Merger filing fee	0 CLPDL Nº 211 Title IV (no fee provided), as of 2026-10-26 · in force
FNE period to declare a filing complete	10 business daysDL Nº 211 art. 50, as of 2026-10-26 · in force
Phase 1 review period	30 business daysDL Nº 211 art. 54, as of 2026-10-26 · in force
Phase 2 maximum extension	90 business daysDL Nº 211 art. 54 c), as of 2026-10-26 · in force
Fine for failing to notify, per day of delay	20 UTADL Nº 211 art. 26 e), as of 2026-10-26 · in force
FNE window to investigate unnotified deals below thresholds	1 yearsDL Nº 211 art. 48, as of 2026-10-26 · in force
Competitor stake that must be reported to the FNE	10 %DL Nº 211 art. 4 bis, as of 2026-10-26 · in force
Deadline to report a competitor stake after closing	60 daysDL Nº 211 art. 4 bis, as of 2026-10-26 · in force

The rule

1. A concentration is any act or set of acts by which two or more independent economic agents, not part of the same business group, stop being independent in any area of their activity. The four routes are a merger in any corporate form; acquiring rights that give decisive influence, alone or jointly, over another agent's management; forming a full function joint venture that acts permanently as an independent agent; and acquiring control over another agent's assets by any title. A set of tangible or intangible assets that lets someone offer or demand goods or services counts as an economic agent, so a carve out of a business line or a brand portfolio can be a concentration.
Cost to do it: Analysing whether a transaction is a concentration is a private legal cost; the law sets no fee.
Example: A Chilean retailer buys a rival's 40 store network with its brand and leases. The stores are a set of assets able to offer goods, so the deal is a concentration under art. 47 d). / The same analysis applies whatever the price; whether the deal must be filed depends on the sales tests in art. 48, not on the value paid.Decreto Ley Nº 211 of 1973, consolidated by DFL Nº 1 of 2004 (Ministerio de Economía), Title IV added by Ley Nº 20.945, Art. 47, 2016-08-30 official text · verified 2026-10-26

2. A concentration with effects in Chile must be notified before it closes when, in the financial year before notification, both tests are met: the parties' combined Chilean sales reach UF 2,500,000, and at least two of the parties each have Chilean sales of UF 450,000 or more. In a merger or joint venture, the sales of each party and its whole business group count. In an acquisition of decisive influence, the buyer's whole group counts, but on the target side only the acquired agent counts; in an asset deal, only the sales generated with the acquired assets count. Taxes, intra group sales and sales outside the ordinary business are deducted. Sales in foreign currency are converted at the Central Bank's average annual exchange rate of the previous year, and pesos are converted to UF at the UF value of 31 December of that year. All parties to the deal must file jointly; third parties cannot file. New thresholds only take effect 90 days after publication in the Diario Oficial.
Cost to do it: No filing fee. Preparing the sales calculation for each group is a private accounting and legal cost.
Example: At the UF of 31 December 2025 (CLP 39,727.96), the combined threshold was about CLP 99,320 million and the individual threshold about CLP 17,878 million for filings made in 2026. At the 26 October 2026 UF, they are about CLP 103,053 million and CLP 18,549 million. / About US$104.5 million combined and US$18.8 million individual at the October 2026 UF and exchange rate.DL Nº 211 art. 48; FNE Resolución Exenta Nº 157 of 25 March 2019 (thresholds); FNE Guía de Interpretación de Umbrales 2019, Art. 48 and art. 39 o); Res. Ex. Nº 157 of 2019; Guía 2019 paragraphs 43 and 44, 2019-03-25 official text · verified 2026-10-26

3. Once a filing is made, the parties cannot close until the decision that ends the procedure is final. The FNE has 10 business days to declare the filing complete or list its errors, which the parties have 10 business days to fix (a corrected filing counts as a new one). If the FNE says nothing, the investigation starts automatically the next day. Within 30 business days the FNE must clear the deal, clear it subject to remedies offered by the parties, or extend the review by up to 90 business days in a reasoned resolution. In phase 2 it can clear, clear with remedies or prohibit. Third parties can submit evidence within 20 business days after the phase 2 resolution is published. If either deadline passes without a decision, the deal is deemed approved on the terms offered, including any remedies proposed. Deadlines can be suspended once by agreement (up to 30 business days in phase 1 and 60 in phase 2) and are suspended when remedies are offered (up to 10 and 15 business days). A prohibition can be challenged before the Tribunal de Defensa de la Libre Competencia (TDLC) within 10 business days. Business days exclude Saturdays, Sundays and holidays.
Cost to do it: No fee; the cost is time. A clean phase 1 takes about 40 business days from filing (10 plus 30); with phase 2, up to 130 business days plus suspensions.
Example: If a complete filing is made on Monday 2 November 2026 and the FNE uses its full 10 business days to declare it complete, the 30 business day phase 1 deadline falls around the end of December 2026, depending on public holidays. / Plan for roughly two months for a straightforward deal and around six months for a deal that goes to phase 2, before adding any suspensions.DL Nº 211, Title IV, Art. 49, art. 50, art. 54, art. 55, art. 57, art. 59 and art. 60, 2016-08-30 official text · verified 2026-10-26

4. The parties can use a simplified filing with less information when they show any one of these: no horizontal overlap or vertical relationship at all; a move from joint to sole control; overlaps where the combined share in every relevant market is no more than 20 percent and no party holds 30 percent or more in a vertically related market; overlaps only through specified related entities; in a merger, acquisition of control or asset deal, a combined share below 50 percent with an increase in the Herfindahl Hirschman index below 150; or a joint venture whose activity differs from its parents' and stays below 30 percent in vertically related markets. The filing uses the FNE notification form and must include the parties' statement that they intend in good faith to carry out the deal.
Cost to do it: No fee. A simplified filing reduces the market data and professional time needed; a full filing for overlapping businesses needs market definitions, shares and documents for each affected market.
Example: Two software firms with combined sales of CLP 110,000 million and no overlapping products can file the simplified version under art. 4 Nº 1. / Same deal, about US$111.5 million of combined Chilean sales: still mandatory, but with the lighter simplified filing.Decreto Supremo Nº 41 of 7 May 2021, Ministerio de Economía, Reglamento sobre Notificación de una Operación de Concentración (DO 2 November 2021, CVE 2028474), Art. 3, art. 4, art. 5 and art. 6, 2021-11-02 official text · verified 2026-10-26

5. Failing to file a notifiable deal, closing a filed deal before clearance, breaching approval conditions, closing a prohibited deal and filing false information are all infringements. The TDLC can fine failure to notify up to 20 UTA for each day of delay counted from closing, and can also apply the general measures of art. 26: orders to modify or unwind the deal and fines of up to 30 percent of the sales of the product line concerned during the infringement, or twice the economic benefit, or up to 60,000 UTA where neither can be determined. Below the thresholds, a deal that is not notified voluntarily can be investigated by the FNE within one year of closing. Separately, a company whose group has annual revenue above UF 100,000 that acquires more than 10 percent of the capital of a competitor with revenue above UF 100,000 must inform the FNE within 60 days after closing.
Cost to do it: Gun jumping fine up to 20 UTA a day, about CLP 17.3 million or US$17,552 per day at October 2026 values.
Example: Closing a notifiable deal 60 days before filing exposes the parties to up to 1,200 UTA, about CLP 1,039 million. / About US$1.05 million for 60 days, before any unwinding order or art. 26 fine.DL Nº 211, Art. 3 bis, art. 4 bis, art. 26 c) and e) and art. 48, 2016-08-30 official text · verified 2026-10-26

Stage	Maximum period	What happens if the FNE is silent
Completeness check	10 business days (plus 10 for the parties to fix errors)	Investigation starts the next day
Phase 1	30 business days (suspensions: up to 30 by agreement, up to 10 for remedies)	Deemed cleared on the terms offered
Phase 2	Up to 90 business days (suspensions: up to 60 by agreement, up to 15 for remedies)	Deemed cleared on the terms offered
Challenge of a prohibition before the TDLC	10 business days to file	Not applicable

Merger review timeline (DL Nº 211 art. 50 to 60; business days)

Worked example

A US group with 2025 Chilean sales of CLP 120,000 million (about US$121.6 million) buys 60 percent of a Chilean distributor with CLP 20,000 million (about US$20.3 million). At the UF of 31 December 2025 (CLP 39,727.96) the buyer has about UF 3.02 million and the target about UF 503,000, so both tests are met and the deal must be filed before closing (DL Nº 211 art. 48).
If the parties' combined share in each overlapping market stays below 20 percent, they can use the simplified filing (DS Nº 41 of 2021 art. 4 Nº 3). With a complete filing and no concerns, clearance is due about 40 business days after filing.
If the same buyer acquired only 15 percent of the distributor without decisive influence, there would be no concentration under art. 47, but if the distributor competes with the buyer it would have to report the stake within 60 days (DL Nº 211 art. 4 bis).

Step by step

1. At term sheet stage, test whether the deal is a concentration (art. 47) and calculate Chilean sales for the previous financial year, by group, in UF at the 31 December UF.
2. If both thresholds are met, make signing to closing conditional on FNE clearance and set a long stop date that allows for phase 2 (about six months of business days plus suspensions).
3. Check whether the simplified filing applies (DS Nº 41 art. 4) and prepare the joint filing on the FNE form, including the good faith statement.
4. During review, answer FNE information requests on time; failing to answer twice counts as abandonment (DL Nº 211 art. 58).
5. If the FNE signals risks, offer remedies in writing; offering them suspends the deadlines for up to 10 or 15 business days (art. 53 and 60).
6. After closing, comply with any conditions; breaching them is an infringement under art. 3 bis c).

Common traps

Counting only the target: in an acquisition of control the buyer's whole business group counts (DL Nº 211 art. 48 ii).
Using today's UF: the thresholds are tested at the UF of 31 December of the year before notification, and foreign currency sales at the previous year's average exchange rate (FNE Guía de Umbrales 2019, paragraphs 43 and 44).
Treating a global deal as outside Chile: the test looks only at sales in Chile, so a deal between two foreign groups with Chilean subsidiaries can be notifiable (DL Nº 211 art. 48).
Closing in Chile while other jurisdictions are still reviewing is fine only after the Chilean decision is final; filed deals are suspended by law (art. 49).
Assuming small deals are safe: the FNE can investigate unnotified deals below the thresholds for one year after closing (art. 48).
For deals involving an Argentine group, Argentine clearance does not settle the Chilean filing, and Chilean sales are tested on their own (DL Nº 211 art. 48). See The Argentine Thread for the Argentine side.

Sources

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