GUATEMALA Law and Practice Contributed by: Ignacio Andrade Aycinena, Alejandro Solares Solares, Claudia Pontaza Rubio and Lester Meda Ruano, Lex Atlas
2. Overview of Regulatory Field 2.1 Acquiring a Company In regulated and licence-requiring entities, the primary legal means for acquiring a company in Guatemala is through the acquisition of shares or an equity participation in the licensed entity. The acquisition target holds the licence, which is only transferable in rare cases, except in the financial sector where banks and financial com - panies’ shares are transferable with approval from the authorities. In other instances, and regarding non-regulated entities, such as real estate, asset acquisition is a preferred method of acquisition. 2.2 Primary Regulators In Guatemala, the M&A of financial institu - tions, insurance companies and other entities controlled by a regulator is subject to the prior approval of the Monetary Board and the Super - intendency of Banks. In the case of an M&A transaction of privately owned companies, no prior approval is required from any authority. In the telecommunications sector, the regulator is the Superintendency of Telecommunications, although regulations are not competition-relat - ed, but essential and limited resources-related. In the energy sector, the main regulator is the National Electric Energy Commission, which oversees authorisations for rendering distribu - tion and energy transportation services and their assignment. Mining and oil exploration and production activi - ties licences are assignable with approval from the Ministry of Energy and Mines. For mergers and acquisitions, a new regulator will be sworn in in March of 2025 and the law will gradually come into effect (see below). The
Registry of the Securities Market is the regulator for securities issuers under Decree 34-96 of the Guatemalan Congress, and it is entrusted with the registry of issuance of securities and public offerings of securities. 2.3 Restrictions on Foreign Investments There are almost no restrictions on foreign investments in Guatemala, except for certain constitutionally mandated limitations. However, Guatemala’s legal provisions try to promote for - eign investments. The following restrictions or differentiations do remain for foreign investments: • forestry preservation concessions by the National Forestry Institute; • banking and insurance regulations for the establishment of foreign branches for foreign insurers and the investment banking laws – the regulations allow for the establishment of Guatemalan branches of foreign banks and insurance entities; • restrictions allowing adverse possession of real estate only for Guatemalan and Guate- mala-owned companies; and • restrictions allowing for land grants only for Guatemala and Guatemalan entities. All other restrictions have been removed. Restrictions regarding land ownership in Gua - temala’s coastal areas and frontiers continue to exist in Guatemala’s Constitution. 2.4 Antitrust Regulations A new competition regulation was announced at the start of the new government’s term in 2024. Guatemala has not approved any antitrust legis - lation; however, there are certain dispersed anti - trust provisions amongst which is Article 130 of
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