COLOMBIA Law and Practice Contributed by: Jaime Trujillo, Juan David Velasco, Natalia Ponce de León and Angelica Navarro, Baker McKenzie S.A.S.
• steel products – a 35% safeguard tariff on imports (specifically from China, Turkey and Russia) was instituted in 2024 to counteract price undercutting and subsidy-driven dumping. Preferential Trade Agreements Free trade agreement (FTA) with the United States (effective May 2012) This involves a gradual elimination of tariffs, currently benefiting about 70% of US agricultural exports, with remaining tariffs phased out over a 19-year period. Trade agreement with the EU (active since 2014) This involves nearly 100% tariff elimination for EU- manufactured goods and broad agricultural liberalisa - tion, though sensitive products – such as poultry, rice and pork – remain protected via safeguard mecha - nisms. Any transaction, regardless of its legal form (eg, shares or asset purchase, acquisition of IP rights, etc), that meets the requirements below is subject to pre- merger control by the Superintendencia de Industria y Comercio (Superintendency of Industry and Com - merce; SIC). • The transaction entails a change of control in one or more undertakings involved in the transaction. “Control” is defined in antitrust law as the pos - sibility of influencing another party’s commercial policies and strategies or disposing of key assets. Minority shareholdings may grant control under this definition in certain circumstances (ie, through veto rights). • The parties to the transaction (eg, buyer and seller) are active in Colombia either in the same economic 6. Competition Law 6.1 Merger Control Notification activity (resulting in a horizontal overlap for the transaction) or on different levels of the same value chain (creating vertical links). • In the fiscal year immediately preceding the trans - action, the parties had revenues in Colombia or total worldwide assets in excess of the value set yearly by the SIC. In 2026, this value is equivalent to COP85.6 billion or USD22.8 million.
If these conditions are met, parties require an authori - sation from the SIC prior to closing the transaction. The type of submission for obtaining this clearance will depend on the parties’ combined market share. If market shares in all relevant markets in Colombia are below 20%, a short-form notification is available. If the combined share in at least one relevant market in Colombia is equal to or exceeds 20%, a full filing (or pre-assessment request) will be required. Joint Ventures As per SIC precedent, joint ventures (JVs) are eco - nomic concentrations (fulfilling the first criteria above) if they: • are permanent or long-lasting; • involve the joint development of a non-comple - mentary activity of the parties; and • are fully functional in terms of financial and admin - istrative capacity. If the JV meets these requirements and additionally meets the local overlap and thresholds test, it will be subject to pre-merger control. 6.2 Merger Control Procedure For short-form notifications, the SIC has ten business days from the date on which the authority receives all the required information to review it and issue a letter acknowledging receipt of the submission. The author - ity has up to five years from the date of closing to challenge the implied approval through the short form. For full filings, the SIC has an initial stage (Phase 1) to review and decide on the submission, which lasts 30 business days from the date the necessary infor - mation is submitted. During this phase, the SIC may either approve the transaction or proceed to a more detailed review (in a second phase). During Phase 1, the SIC also posts a notice on its website to inform third parties about the transaction, allowing them ten business days to file any challenges and relevant information. If the SIC considers that the transaction requires fur - ther review and analysis, it will move the submission to Phase 2. This second phase lasts three months from the date the required information is submitted.
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