The Superintendence of Industry and Commerce (“SIC”) updated the merger review reporting thresholds applicable as of January 1, 2025. According to Resolution 81005 of 2024, issued by SIC, for 2025 any merger between companies, with horizontal or vertical overlaps, must be reported if any of the following thresholds are met:
i. The turnover of the companies in 2024, jointly or independently, exceeded the value equivalent to 7.074.307,43 Basic Value Units (UVB – for its Spanish acronym).
ii. The combined or independent value in 2024 of the assets of the companies exceeded the equivalent to 7.074.307,43 UVB.
The value of the UVB for 2025 has been set at COP$11.552 (about US$2,75). Hence, in 2025 any business combination, whether horizontal or vertical, must be reported to SIC when the companies involved meet either of the following thresholds:
i. Their joint or individual 2024 turnover exceeded COP$81.722.399.431,36 (about US$19.000.000); or
ii. Their joint or individual assets in 2024 exceeded COP$81.722.399.431,36 (about US$19.000.000).
Failure to report a merger meeting the aforementioned thresholds exposes parties to fines. For companies, the fines may reach 100.000 times the value of the Minimum Monthly Wage (COP$142.350.000.000 in 2025, about US$33.100.000) or 20% of the operational income or assets of the guilty party. For individuals, fines can reach up to 2.000 the Minimum Monthly Wage (COP$2.847.000.000 in 2025, about US$660.000).
Furthermore, the law also grants SIC the power to order the reversal of the unreported merger if it finds that the transaction poses a significant restriction on competition.
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Author: Andrea Garzón