Countries › Panama › Guide › 13. Regulation › Merger control in Panama: voluntary ACODECO verification, 60 day deemed approval and the three year challenge window

Merger control in Panama: voluntary ACODECO verification, 60 day deemed approval and the three year challenge window

Last verified: 2026-10-29 · Status: Stable

Panama has no mandatory merger filing: parties may notify a concentration to ACODECO for verification before it takes effect. ACODECO can ask for more information within 20 calendar days and then has up to 60 calendar days to decide; silence means approval. A cleared deal cannot later be challenged on the verified points, while an unnotified deal stays open to challenge for three years after closing.

Panama's currency, the balboa (B/.), is at par with the US dollar, which circulates as legal tender; the Superintendencia de Bancos states that the balboa's value is on a par with the US dollar (checked 29 October 2026). USD figures therefore equal the balboa figures.

Key facts

Merger notification regime	Voluntary textLey 45 de 2007 art. 23, as of 2026-10-29 · in force
Maximum ACODECO review period after complete filing	60 daysLey 45 de 2007 art. 110 num. 3, as of 2026-10-29 · in force
Period in which an unnotified merger can be challenged	3 yearsLey 45 de 2007 art. 25, as of 2026-10-29 · in force

The rule

1. A concentration is a merger, acquisition of control or any act grouping companies, shares, trusts, establishments or assets among suppliers, customers or competitors, actual or potential. Concentrations whose effect is or may be to unreasonably reduce, restrict, harm or impede competition in the same, similar or substantially related goods or services are prohibited.Ley 45 de 31 de octubre de 2007, art. 21, 2007-10-31 official text · verified 2026-10-29

2. Temporary joint ventures for a defined project, concentrations that do not harm competition, and the acquisition of a firm with systematic losses and shrinking share that threaten its survival (if no non competing buyer was found) are not prohibited concentrations.Ley 45 de 2007, art. 21, 2007-10-31 official text · verified 2026-10-29

3. Concentrations with restrictive effects can still be approved if ACODECO finds them offset by efficiencies such as better production or distribution, technical or economic progress, industry competitiveness or consumer benefit.Ley 45 de 2007, art. 22, 2007-10-31 official text · verified 2026-10-29

4. Before it takes effect, a concentration may be notified to ACODECO by the interested party for verification. Notification is voluntary.
Cost to do it: No filing fee is set in Ley 45; the cost is preparing the filing (deal documents, last year's financial statements and market share data).Ley 45 de 2007, art. 23, 2007-10-31 official text · verified 2026-10-29

5. A concentration verified with a favourable opinion may operate validly and cannot later be challenged on the verified elements, unless the opinion rested on false or incomplete information. A concentration not voluntarily submitted cannot be challenged after three years from completion.Ley 45 de 2007, arts. 24 and 25, 2007-10-31 official text · verified 2026-10-29

6. A concentration is presumed prohibited if it gives the merged firm power to set prices unilaterally or substantially restrict supply without effective countervailing competitors, aims to displace or exclude competitors, or substantially facilitates prohibited monopolistic practices. The presumption can be rebutted with evidence.Ley 45 de 2007, art. 27, 2007-10-31 official text · verified 2026-10-29

7. If a notified or unnotified concentration is found prohibited, ACODECO may impose conditions or order partial or total deconcentration or termination of control, in addition to sanctions and any criminal liability.Ley 45 de 2007, art. 29, 2007-10-31 official text · verified 2026-10-29

8. Filing procedure: written notice with a copy of the deal document, the parties' names, last fiscal year financial statements, market share and other data. ACODECO may request more data within 20 calendar days of receipt; from receipt of the notice or of the extra data it has up to 60 calendar days to rule. If it does not rule in time, the concentration is deemed approved.
Example: Notice filed 2 March, no information request: deadline for ACODECO's ruling is 1 May (60 calendar days). / Same timeline whatever the deal size; there is no size threshold or fee in balboas or US dollars.Ley 45 de 2007, art. 110, 2007-10-31 official text · verified 2026-10-29

Choice	Timing	Protection	Exposure
Notify (art. 23)	Info request within 20 calendar days, ruling within 60 calendar days, silence is approval	Cannot be challenged on verified elements (art. 24)	Conditions or refusal if prohibited (arts. 26, 29)
Do not notify	No waiting period	None	ACODECO or any person may challenge for 3 years after closing (arts. 25, 26); remedies include deconcentration (art. 29)

Notify or not: consequences under Ley 45 de 2007.

Worked example

A foreign buyer acquiring the second largest Panamanian distributor of a product line, where the top two would hold most of the market, should notify: the 60 day clock gives certainty, while closing without notice leaves the deal exposed to a challenge and an unwind order for three years.
A global deal with only a small sales office in Panama and no overlap usually carries little risk, but because the law reaches acts with effects in Panama wherever they are concluded (art. 2), the decision should be documented.

Step by step

Map overlaps and vertical links in Panama, treating companies controlled by the same group as one agent (art. 9).
Decide whether to notify; if yes, file before closing with the deal document, financial statements and market share data.
Answer any information request (sent within 20 calendar days) quickly, since the 60 day clock restarts from receipt of the extra data.
If ACODECO stays silent for 60 calendar days, record the deemed approval date.
If not notifying, diarise the three year challenge window from completion.

Common traps

Voluntary does not mean safe: an unnotified concentration can be challenged by ACODECO or any person in court for three years, and courts can order it unwound.
The deemed approval protects only the elements verified; information that was false or incomplete voids the clearance.
A favourable merger ruling says nothing about other monopolistic practices, such as non compete or price clauses in the deal documents (art. 110 num. 5).

Sources

← Regulatory compliance essentials in Panama: who enforces what, key thresholds and deadlinesCartels and abuse of dominance in Panama: absolute and relative monopolistic practices, fines up to B/.1,000,000 and treble damages →

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