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Merger control in Colombia: when to file with the SIC, the 20 percent notification route, timelines, conditions and gun jumping

Last verified: 2026-10-27 · Status: Stable

Mergers, acquisitions of control and any other integration between companies in the same activity or value chain must be cleared by the SIC before closing when the parties' operating income or assets exceed the threshold the SIC sets each year. If the parties hold less than 20 percent of the relevant market together, a notification is enough and the deal is deemed authorized; otherwise the SIC has 30 days to clear it or open a second phase, and the deal is deemed approved if not objected 3 months after the complete filing. Intragroup deals are exempt, deals between financial institutions only go to the Superintendencia Financiera with an SIC opinion, and closing early can bring fines of up to COP 140,476,000,000 (about US$44.5 million) and a reversal order.

USD figures use the TRM (tasa representativa del mercado) of COP 3,157.94 per US dollar, valid 27 October 2026, from the official TRM series published by the Superintendencia Financiera on the national open data portal. Conversions are for orientation only.

Key facts

Combined relevant market share below which a reportable deal only needs notification	20 %Ley 1340 de 2009 art. 9, as of 2026-10-27 · in force
SIC term to clear a deal or continue to phase two after the pre evaluation filing	30 daysLey 1340 de 2009 art. 10 num. 3, as of 2026-10-27 · in force
Term for parties to file full information once phase two opens	15 daysLey 1340 de 2009 art. 10 num. 4, as of 2026-10-27 · in force
Deemed approval if no objection after the complete phase two filing	3 monthsLey 1340 de 2009 art. 10 num. 5, as of 2026-10-27 · in force
Term for third parties to comment after the newspaper notice	10 daysLey 1340 de 2009 art. 10 num. 2, as of 2026-10-27 · in force
Maximum fixed fine per party for failing to report or closing early, 2026 pesos	140476000000 COPLey 1340 de 2009 art. 25; Ley 2294 de 2023 art. 313, as of 2026-10-27 · in force

The rule

1. Companies engaged in the same economic activity or participating in the same value chain must inform the SIC of any planned merger, consolidation, acquisition of control or integration, whatever its legal form, when jointly or individually they had operating income in the previous fiscal year, or total assets at its close, above the amount set by the SIC. Control means the possibility of directly or indirectly influencing business policy, the start or end of the business, a change in its activity, or the disposal of assets essential to it, so minority stakes with veto rights can be caught.Ley 1340 de 2009 (rewrites Ley 155 de 1959 art. 4); Decreto 2153 de 1992, Ley 1340 art. 9; Decreto 2153 art. 45 num. 4, 2009-07-24 official text · verified 2026-10-27

2. The SIC must fix the income and asset thresholds during the year before they apply and cannot change them during the year of application. The 2026 threshold resolution was not available on an official page reachable in this session, so the amount is not stated here; the SIC's own procedure page describes the test as operating income or total assets above the threshold set annually by the SIC.Ley 1340 de 2009, Art. 9 par. 1, 2009-07-24 official text · verified 2026-10-27

3. If the parties meet either size test but jointly hold less than 20 percent of the relevant market, the deal is deemed authorized and the parties only notify the SIC. Integrations between companies that prove they form a business group (grupo empresarial) under Ley 222 de 1995 art. 28 are exempt from prior notification. Where only entities supervised by the Superintendencia Financiera participate, that authority decides, after requesting the SIC's competition analysis, which may suggest conditions.Ley 1340 de 2009, Art. 9 and par. 3, 2009-07-24 official text · verified 2026-10-27

4. Procedure: (1) the parties file a pre evaluation request with a brief report on the deal; (2) within 3 days the SIC orders a notice in a national newspaper so third parties can provide information within 10 days, unless no filing duty exists or confidentiality is granted for public order reasons; (3) within 30 days of the filing the SIC either clears the deal for lack of substantial risks or continues; (4) if it continues, the parties have 15 days to file the full information required by the SIC guides and may propose remedies and contest third party information; (5) if the SIC has not objected or set conditions 3 months after the complete information was filed, the deal is deemed authorized; (6) inactivity by the parties for more than 2 months at any stage counts as withdrawal.
Cost to do it: The SIC charges a filing fee created by Ley 2010 de 2019 art. 152, set for 2026 by SIC Resolución 4806 de 2026 and differentiated by whether the parties' joint income or assets are below three times the filing threshold; the amounts were not published on an official page reachable in this session, so they are not stated. Professional fees vary by provider.Ley 1340 de 2009, Art. 10, 2009-07-24 official text · verified 2026-10-27

5. The Superintendent must object to a deal that tends to produce an undue restriction of competition, but may clear it subject to conditions that are suitable to preserve effective competition; conditions must identify and isolate or eliminate the anticompetitive effect and implement structural remedies. The SIC monitors conditions periodically; breaching them leads to sanctions and repeated breach is grounds to order the deal reversed.Ley 1340 de 2009, Art. 9 par. 2 and art. 11, 2009-07-24 official text · verified 2026-10-27

6. The SIC may decline to object if the parties show, with technically sound studies, that the benefits to consumers exceed the possible harm to competition and cannot be achieved otherwise, together with a commitment to pass the benefits to consumers; clearance on that basis is conditional on behaviour consistent with the studies and may require guarantees. It may also clear a deal when foreign market conditions guarantee competition in Colombia regardless of domestic shares.Ley 1340 de 2009 (rewrites Decreto 2153 de 1992 art. 51), Art. 12, 2009-07-24 official text · verified 2026-10-27

7. After an investigation, the SIC may order a deal reversed when it was not reported or closed before the SIC's review period ended and it unduly restricted competition, when it had been objected, or when approval conditions were breached. Failing to report a reportable integration or breaching approval conditions is also an infringement fined up to 100,000 monthly minimum wages or 150 percent of the profit, per infringement and infringer.
Cost to do it: Maximum fixed fine per party in 2026: COP 140,476,000,000 (about US$44.5 million).Ley 1340 de 2009, Art. 13 and art. 25, 2009-07-24 official text · verified 2026-10-27

8. The SIC's official procedure sheet for the pre evaluation route states that the procedure has a cost and lists an expected duration of 5 months.SIC procedure sheet, authorization of business integrations, pre evaluation (based on Ley 1340 de 2009 art. 9), Procedure sheet, 2009-07-24 official text · verified 2026-10-27

9. From 1 January 2024, fines, sanctions and thresholds previously set in monthly minimum wages are calculated through their equivalent in Unidades de Valor Básico (UVB), at 2023 values (one 2023 minimum wage of COP 1,160,000 equals 116 UVB of COP 10,000); tax, customs and exchange control amounts in UVT are excluded. The 2026 UVB is COP 12,110 (Resolución MinHacienda 3488 of 31 December 2025), so each pre 2024 minimum wage cap is worth COP 1,404,760 in 2026.Ley 2294 de 2023 (Plan Nacional de Desarrollo), Art. 313, 2023-05-19 official text · verified 2026-10-27

Step	Who	Term
Pre evaluation filing with brief report	Parties	Before closing
Order to publish newspaper notice	SIC	3 days after filing
Third party comments	Third parties	10 days after publication
Clear or continue to phase two	SIC	30 days after filing
Complete phase two information	Parties	15 days after the SIC continues
Deemed authorization if no objection or conditions	SIC	3 months after complete information
Deemed withdrawal	Parties	Inactivity over 2 months

Merger review timeline under Ley 1340 de 2009 art. 10

Worked example

A foreign packaging group buys 60 percent of a Colombian competitor. Both are in the same activity and the target alone exceeds the SIC's 2026 threshold, so the deal is reportable. If their combined share of the relevant market is 15 percent, a notification suffices and the deal is deemed authorized; if it is 35 percent, they file for pre evaluation, the SIC has 30 days to clear it or move to phase two, and the parties should plan for up to about 5 months, the SIC's own estimate. Closing before clearance exposes each party to a fine of up to COP 140,476,000,000 (about US$44.5 million) and a reversal order if the deal restricted competition.

Step by step

Check the subjective test: same activity or same value chain (vertical deals count).
Check the objective test against the SIC threshold for the year of closing, using prior year operating income and year end total assets of the parties, individually or jointly.
Estimate the combined share of the relevant market: below 20 percent, prepare a notification; otherwise prepare a pre evaluation filing and the SIC guide information.
Confirm exemptions: business group under Ley 222 art. 28, or a deal involving only Superintendencia Financiera supervised entities (filed there).
Make the SIC clearance a condition precedent and do not integrate operations, exchange sensitive information or transfer control before clearance.
If conditions are imposed, set up a compliance plan; repeated breach can lead to reversal.

Common traps

Acquiring control is broad: rights to influence business policy or the disposal of essential assets can trigger a filing without a majority stake.
The 20 percent route still requires a notification before closing.
The threshold changes every year and must be checked against the year of closing.
Remedies must be structural and identify the specific anticompetitive effect; behavioural promises alone may not satisfy art. 9 par. 2.
Parties that let the file sit for more than 2 months are treated as having withdrawn.

Sources

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