COLOMBIA Law and Practice Contributed by: Jaime Trujillo, Andres Crump and Natalia Ponce de León, Baker McKenzie
Superintendence of Industry and Commerce As Colombia’s competition authority, the Super - intendence of Industry and Commerce (SIC) han - dles the general anti-trust authorisation regime. Its role involves promoting fair competition and preventing monopolistic practices. BVC The BVC operates the trading platforms for equities, fixed-income securities and standard derivatives in Colombia. It serves as a vital hub for investors, brokers, and companies seeking to participate in the Colombian capital market. Other Depending on the activity carried out by the entities involved in the merger or spin-off opera - tion, authorisation may be required from other regulatory bodies, such as the Superintend - ence of Surveillance and Private Security, the Superintendence of Solidarity Economy, the Superintendence of National Health, the Super - intendence of Transportation, and the Superin - tendence of Family Subsidies. 2.3 Restrictions on Foreign Investments Restrictions on Foreign Investment Colombia welcomes foreign investment across all sectors of its economy, with a few exceptions. Foreign investment is not allowed in activities directly related to defence, national security, and the processing or disposal of toxic, dangerous, or radioactive waste not generated within the country. Colombian companies can also be fully foreign- owned, except for those in the national broad - cast television sector, where foreign ownership is capped at 40%.
Approval and Registration Process Foreign investments must be registered before the Colombian Central Bank and where there are funds remitted, channelled through local finan - cial institutions or a registered clearing account ( cuenta de compensación ). To complete this process, foreign investors must register the investment by submitting a foreign exchange declaration ( declaración de cambio ). Register - ing foreign investment ensures access, through the formal exchange market, to convertible currency to remit dividends and repatriate the investment. Failure to report and register may result in fines and compel investors to rely on the informal exchange market to acquire convertible currency. Equal Treatment for Foreign Investors Foreign investors receive equal treatment as local investors. Access to convertible currency is guaranteed with respect to registered foreign investment, with limited exceptions reserved for extraordinary circumstances. One such excep - tion may arise when international reserves fall below the value of three months’ worth of imports. To our knowledge, there have been no reported instances of such exceptions being invoked. 2.4 Antitrust Regulations In Colombia, an antitrust filing before the SIC is required prior to a business combination if: (i) there are market overlaps, meaning the parties are engaged in the same business (horizontal overlap) or carry out activities within the same value chain (vertical overlap), directly or indirect - ly through other controlled companies; and (ii) the aggregate operating incomes or total assets of the parties exceed certain thresholds. Whenever a business combination meets the cri - teria described above, the parties have to obtain
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