COLOMBIA Law and Practice Contributed by: Jaime Trujillo, Juan David Velasco, Natalia Ponce de León and Angelica Navarro, Baker McKenzie S.A.S.
Preferential Trade Agreements Free trade agreement (FTA) with the United States (effective May 2012) This involves a gradual elimination of tariffs, cur - rently benefiting about 70% of US agricultural exports, with remaining tariffs phased out over a 19-year period. Trade agreement with the European Union (active since 2014) This involves nearly 100% tariff elimination for EU-manufactured goods and broad agricultural liberalisation, though sensitive products – such as poultry, rice and pork – remain protected via safeguard mechanisms. 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 Superin- tendencia de Industria y Comercio (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 possibility of influencing another party’s commercial policies and strategies or disposing of key assets. Minority sharehold - ings 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 activity (resulting in a hori - zontal overlap for the transaction) or on dif - ferent levels of the same value chain (creating vertical links). 6. Competition Law 6.1 Merger Control Notification
• In the fiscal year immediately preceding the transaction, the parties had revenues in Colombia or total worldwide assets in excess of the value set yearly by the SIC. In 2024, this value was equivalent to COP81.7 billion or USD18.5 million. If these conditions are met, parties require an authorisation from the SIC prior to closing the transaction. The type of submission for obtain - ing 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 com - bined share in at least one relevant market in Colombia is equal to or exceeds 20%, a full fil - ing (or pre-assessment request) will be required. Joint Ventures As per SIC precedent, joint ventures (JVs) are economic concentrations (fulfilling the first cri - teria above) if they: • are permanent or long-lasting; • involve the joint development of a non-com - plementary activity of the parties; and • are fully functional in terms of financial and administrative capacity. If the JV meets these requirements and addition - ally 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 busi - ness 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 authority has up to five years from the date of closing to challenge the implied approval through the short form.
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