Key Chilean Merger Control Legislation

• Title IV of Decree Law No. 211 (“DL 211”), which establishes the mechanism for preventive and mandatory merger control;
• Decree No. 41/2021 of the Ministry of Economy, Development and Tourism, which establishes the Regulation on the Notification of Concentrations (“Merger Regulation”); and
• FNE Exempt Resolution No. 157 of 25 March 2019, which sets the jurisdictional thresholds effective from this date.

FNE Guidelines, Forms and Instructions

• Guidelines on Jurisdiction (2017);
• Guidelines on Threshold Interpretation (2019);
• Guidelines on Remedies (2017);
• Guidelines on Horizontal Mergers (2022);
• Notification Form (2021);
• Instructions on Pre-Notifications (2021); and
• Instructions for actions prior to the initiation of a potential investigation based on a complaint or ex officio (2026).

Relevant Legislation for Foreign Investments

Currently, Chile does not have in place either a foreign direct investment (FDI) screening regime or foreign subsidies legislation that evaluates cross-border investments. In other words, there are no requirements or separate filings beyond those required under the Chilean merger control rules for foreign investment specifically, as explained in 9. Foreign Direct Investment/Subsidies Review.

Foreign investment is generally implemented without ex ante approval and is subject only to post-closing registration formalities before the Central Bank of Chile, for statistical and administrative purposes, pursuant to Law No. 20,848 on the Framework for Foreign Investment in Chile. In particular, foreign capital inflows (including credit operations, deposits, investments and capital contributions) exceeding USD10,000 must be channelled through the formal foreign exchange market and are subject to reporting obligations by the relevant financial intermediaries, according to the Chapter XIV of the Compendium of Foreign Exchange Regulations.

However, Chilean law contains limited restrictions that apply specifically to foreign investors in certain cases. In particular, under Decree Law No. 1,939 of 1977, nationals of neighbouring countries (Argentina, Bolivia and Peru), as well as entities incorporated in those jurisdictions or controlled by their nationals above a certain threshold, are prohibited from acquiring ownership, other real rights or possession of real estate located in designated border zones.

In addition, Chilean law does contain industry-specific regulatory requirements that apply to both domestic and foreign companies.

Sector-Specific Regulatory Requirements

In specific industries, certain ownership structures or changes of control are subject to prior authorisation or notice before the relevant sector-specific regulator, regardless of general competition law or merger control rules.

For instance, such is the case in the financial sector, where banking institutions, insurance and reinsurance companies, pension fund administrators and payment system participants are subject to prior authorisation and ongoing supervision by the relevant regulator, with changes of ownership or control typically requiring prior approval and compliance with fit-and-proper and capital requirements.

In telecommunications, public service concessions may be held only by entities incorporated and domiciled in Chile, and transfers or assignments require prior regulatory approval. The media sector, under Law No. 19,733, imposes transparency and oversight requirements, including notification and, in some cases, ex ante review of ownership changes, particularly where state concessions are involved. Infrastructure activities, such as public works concessions, ports and airports, are also subject to special concession regimes, tender requirements and State contractual frameworks.

By contrast, in sectors such as electricity, regulation primarily relates to licensing, tariffs and operational requirements rather than restrictions on foreign ownership as such, although entry and operation remain subject to a detailed statutory and regulatory framework applicable to all market participants.

Certain strategic sectors, including hydrocarbons, lithium and nuclear energy, are subject to heightened State control. Hydrocarbons and lithium fall outside the ordinary mining concession regime, so private parties may participate only through exceptional mechanisms, such as administrative concessions or special operating contracts, subject to State conditions and authorisations. Nuclear energy activities are also subject to specific statutory authorisations and oversight by the Chilean Nuclear Energy Commission where applicable.

Administrative Stage

The National Economic Prosecutor’s Office (FNE) is the authority responsible for merger control review, with powers to unconditionally clear concentrations, condition them upon remedies or prohibit them.

Judicial Review

Only an FNE decision prohibiting a concentration may be subject to judicial review before the Competition Court (TDLC) and, in limited circumstances, before the Supreme Court. The law does not provide for a special appeal against decisions clearing concentrations, whether unconditionally or subject to remedies.

• First, once the FNE has issued a prohibition decision, the parties may challenge such ruling and file a special review appeal (recurso de revision especial) before the TDLC, within ten days of notification of the FNE’s decision. The TDLC may either uphold the FNE’s decision, overturn it and clear the transaction, or subject the transaction to new remedies different from the ones the parties offered to the FNE in their final proposal.
• Second, if the TDLC clears the transaction subject to new remedies, the TDLC’s decision may be challenged by the merging parties through a recurso de reclamación before the Supreme Court within ten days of notification of the decision. This scenario has not taken place to date.
• In addition, the merging parties or the FNE may file a general complaint appeal (recurso de queja) before the Supreme Court against the TDLC’s decision in a special review appeal within five days of notification. This is a general remedy solely intended to correct serious faults or abuses committed by judges in judicial decisions and to enforce their disciplinary liability. If granted, the Supreme Court may modify, amend or invalidate the TDLC’s ruling. This remedy has been extraordinarily accepted by the Supreme Court once, in the Colmena/Nueva MasVida transaction, where it overturned the TDLC’s decision upholding the FNE’s prohibition and conditionally cleared the transaction. This outcome is institutionally significant, as it enabled the Supreme Court to review a merger decision through an extraordinary disciplinary remedy that is not expressly contemplated by the merger control regime and is, in principle, aimed at correcting serious faults or abuses in judicial decisions rather than reviewing the substantive merits of a transaction.

Enforcement of Merger Control Rules

The FNE also enforces compliance with the merger control regime. It investigates failures to notify, procedural and substantive gun jumping, breaches of remedies imposed by the FNE (or the TDLC before the mandatory system was enacted), implementation of prohibited transactions and submission of false information when filing. The FNE may then bring proceedings before the TDLC seeking sanctions under DL 211 and, where applicable, unwinding or modification of a transaction implemented in breach of merger control rules. TDLC judgments in such proceedings may generally be appealed before the Supreme Court.

Compulsory Notification

A transaction must be notified to the FNE when all the following requirements are met:

• it has effects in Chile;
• it legally qualifies as a concentration; and
• the sales of the parties involved in the concentration exceed the applicable jurisdictional thresholds.

There are no exceptions if all the requirements are met.

Voluntary Notification

Concentrations that do not meet the jurisdictional thresholds may nevertheless be voluntarily notified to the FNE. In its decisions and guidelines, the FNE has indicated that voluntary notification may be advisable, among others:

• in scenarios that are borderline or uncertain as to whether the jurisdictional thresholds are met;
• where one or more of the parties hold a significant position in the markets where their activities overlap; and/or
• where the transaction may affect existing remedies.

If such a transaction is not voluntarily notified, the FNE may open an ex officio investigation to assess its effects on competition, within one year from closing, as explained in 2.11 Power of Authorities to Investigate a Transaction.

Post-Closing Reporting of Minority Acquisitions

Under Chilean law, certain acquisitions of minority shareholdings must be reported post-closing to the FNE, within 60 days after the completion of the acquisition. This obligation is triggered when:

• a company – or another entity of its business group – acquires, directly or indirectly, more than 10% of the share capital of a horizontally competing company; and
• the acquirer (and its business group) and the target each had revenues exceeding UF100,000 in the year prior to the acquisition (USD4,174,684 in 2025, for acquisitions in 2026).

The threshold is expressed in Unidades de Fomento (UF), an inflation-indexed unit of account widely used in Chile.

The reporting requires a simple form with basic information of the parties’ identity and their products and services supplied in Chile. It applies exclusively to acquisitions of non-controlling minority shareholdings in competitors. Where the acquisition confers control, the merger control system (mandatory or voluntary) applies. In other words, if an acquisition qualifies as a concentration but does not meet the merger control jurisdictional thresholds, it remains outside the scope of the duty to report acquisitions of 10% shareholdings in competitors, even if it meets the respective threshold.

If the acquisition is not reported within those 60 days, the FNE can prosecute the infringement of the duty to report them through a claim before the TDLC, which may impose the same penalties as those applicable to a failure to notify (with the exception of the additional daily fine), as explained in 2.2 Failure to Notify.

Consequences of Failure to Notify and of Procedural Merger Control Infringements

If the parties fail to notify a transaction subject to mandatory merger control, the FNE may initiate proceedings before the TDLC, which may impose any of the sanctions available including:

• the amendment or termination of the relevant acts, agreements or contracts;
• the amendment, dissolution or restructuring of the entities involved; and
• fines of up to: (i) 30% of the sales of the offender in the relevant product or service line relating to the infringement, for the entire period of the infringement; (ii) twice the economic benefit obtained from the infringement; or (iii) in case neither of the above can be determined, up to approx. USD52 million.

In cases involving the failure to notify a reportable transaction, the TDLC may also impose an additional fine of up to approx. USD20,000 for each day that the transaction remained unnotified following its implementation. Fines cannot be imposed directly by the FNE, as it lacks sanctioning powers.

Penalties Imposed for Failure to Notify

While to date no sanctions have ever been imposed for a failure to notify, there is a precedent involving gun-jumping conduct concerning a transaction that was implemented while FNE clearance was still pending. For such conduct, the FNE requested fines, as described in 2.13 Penalties for the Implementation of a Transaction Before Clearance.

Recently, the FNE has opened several ex officio investigations into underreported transactions to assess whether mandatory filing obligations were breached and/or whether the transaction affected competition. These investigations are relatively common (see “Monitoring of Transactions Not Subject to Mandatory Notification” in the Trends & Developments article) and have involved significant players across various sectors (eg, fruit exports, event production and ticketing, ice cream, ski resorts, private hospitals and shopping centres). To date, none has led the FNE to challenge a transaction before the TDLC for failure to notify.

Publicity of Imposed Penalties

Any sanctions imposed for merger control infringements are public, as they may only be ordered by the TDLC through a public judicial proceeding.

Any transaction that results in two or more previously independent economic agents belonging to different business groups ceasing to be independent, in any area of their activities, may be subject to merger control.

This cease of independence may occur through merger, acquisition of decisive influence or control (including negative control), creation of a full-function joint venture (regardless of its control structure), or acquisition of control over relevant competitive assets.

Internal restructurings or reorganisations within the same business group are not subject to merger control, as the cease of independence test would not be met by same-business-group transactions.

Transactions not involving share or asset transfers may also be caught. Any transaction that changes an undertaking’s control structure – through contractual arrangements, shareholders’ agreements, bylaw amendments or otherwise – may be subject to merger control if it confers decisive influence.

The FNE’s Guidelines on Jurisdiction define control as the ability to determine, or veto, decisions relating to the strategy and competitive behaviour of another economic agent.

The acquisition of a minority shareholding may constitute an acquisition of control where it grants the acquirer the ability to veto or block competitively significant decisions of the target (ie, negative control). As a result, acquisitions of interests falling short of a majority shareholding may still be subject to merger control.

The concept of control for merger control purposes differs from the concept of corporate control under Law No. 18,045 (Securities Market Law). While the latter is relevant primarily for the calculation of jurisdictional thresholds, it does not determine whether a transaction constitutes a concentration under the merger control regime.

A transaction is subject to mandatory notification in Chile if the turnover generated in Chile by the economic agents involved in the transaction in the year prior to the notification meets both of the following thresholds:

• Individual threshold: the sales in Chile of at least two of the economic agents involved in the concentration exceed UF450,000 (USD18,786,077 in 2025), for transactions notified in 2026; and
• Combined threshold: the sum of the sales in Chile of the economic agents involved in the concentration exceed UF2,500,000 (USD104,367,093 in 2025, for transactions notified in 2026).

These thresholds apply across all economic sectors. However, in non-contentious consultation proceedings, the TDLC has imposed remedies requiring specific companies to notify to the FNE certain transactions regardless of whether the thresholds are met (eg, conditions requiring Chile’s main supermarket chains to notify all concentration transactions they carry out in the supermarket industry).

Jurisdictional thresholds are calculated based on the turnover generated in Chile from the sale of goods and/or the provision of services by the economic agents involved in the transaction during the calendar year preceding the notification.

Turnover recorded in a foreign currency must be converted into Chilean pesos (CLP) using the average annual exchange rate published by the Central Bank of Chile for the relevant year. The resulting amount is then converted into UF using the value of the UF as of 31 December of that year.

Chilean merger control law does not establish an asset-based jurisdictional threshold.

The entities whose sales in Chile must be considered for calculating the notification thresholds depend on the type of concentration, as follows:

• Mergers: the merging economic agents and their respective business groups;
• Acquisitions of control: the acquirer and its business group, together with the sales generated by the target and the entities it controls;
• Full-function joint ventures: the associating economic agents and their respective business groups;
• Acquisitions of assets: the acquirer and its business group, together with the sales generated by the acquired assets.

In acquisitions of control or assets, the seller’s turnover is not relevant.

To calculate the sales generated by the business group, the definition of corporate control under the Securities Market Law applies. Thus, the business group includes:

• the economic agent intending to concentrate;
• the entities in which the economic agent intending to concentrate holds, directly or indirectly: (i) the ability to secure a majority of votes at shareholders’ meetings or to elect the majority of the directors; or (ii) the ability to exercise decisive influence;
• entities that, directly or indirectly, hold the rights listed in (i) and (ii) above in the economic agent intending to concentrate; and
• other entities in which the controller of the economic agent intending to concentrate holds the rights listed in (i) and (ii) above.

Chile follows a local effects-based approach, as concentrations that meet relevant turnover thresholds still need to have effects in Chile to be subject to mandatory notification. Transactions between foreign entities are subject to merger control only when they have a sufficient local nexus with Chile and actual or potential competitive effects in Chilean markets.

The concept of “effects in Chile” or local nexus is not defined in the law. According to the Guidelines on Jurisdiction, a transaction is considered to have a sufficient nexus with Chile where the parties can be linked to Chile in terms of sales, presence (activities or assets), and/or affected customers or consumers in Chile.

When a target has no sales in Chile, a filing would not be required, as the transaction would not meet the applicable individual turnover threshold, as explained in 2.5 Jurisdictional Thresholds.

Chilean merger control law does not establish a market share jurisdictional threshold.

Joint ventures are subject to merger control when the transaction creates an independent full-function economic entity, and the sales in Chile of the economic agents that associate, and their respective business groups, pass the relevant thresholds, as explained in 2.5 Jurisdictional Thresholds and 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds.

This hypothesis does not consider decisive influence or control to be relevant. The key is that the new independent economic agent created can perform its functions on a permanent basis – that is, a full-functionality criterion is adopted – regardless of its legal form.

A joint venture would be considered full-function if it is completely autonomous and has the possibility of performing its activities in the market. Such legal and economic autonomy does not necessarily imply that the new undertaking cannot be controlled in its strategic decisions by its constituents but instead means that the joint venture enjoys autonomy in an operational and functional sense.

There are no special rules for determining whether joint ventures meet the jurisdictional thresholds, beyond those previously stated in 2.5 Jurisdictional Thresholds, 2.6 Calculations of Jurisdictional Thresholds and 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds.

If a transaction does not meet the jurisdictional thresholds, the FNE can open an ex officio investigation to analyse its potential effect on competition, within one year of its closing.

If, after such investigation, the FNE concludes that the transaction substantially reduced competition, it has three years following the closing of the transaction to challenge the transaction before the TDLC. In this context, the FNE can request the TDLC to impose remedies or even the reversal of the transaction.       

FNE Ex Officio Investigations

As noted in 2.2 Failure to Notify, the FNE has opened several ex officio investigations where it had initial doubts about compliance with mandatory notification rules and/or the transaction’s competitive effects. These investigations generally involve significant players, either those in concentrated markets or large companies likely to exceed the thresholds. Voluntary notification is therefore advisable in exceptional cases (see 2.1 Notification) where parties face these scenarios, need comfort that the transaction poses no competitive risks, or have doubts about whether thresholds are met.

Navimag Case

The only precedent since the mandatory merger control regime came into force in which the FNE challenged a completed transaction before the TDLC for substantial lessening of competition and sought sanctions despite the transaction not meeting relevant thresholds is in FNE v Navimag Carga S.A., Case C-433-2021, in which Navimag acquired its only competitor in the roll-on/roll-off freight market on a local maritime route in Chile. Navimag settled the case offering remedies and a payment of approx. USD400,000.

Notifications have suspensory effects (standstill obligation). The parties cannot implement the transaction (ie, close, or acquire the ability to exercise control) before obtaining the FNE’s clearance. Otherwise, this constitutes gun-jumping infringement for implementing a notified concentration prematurely (substantive gun jumping).

Penalties for Implementing the Transaction Before Clearance

If the parties implement the transaction before clearance, the same procedure and penalties for failing to notify apply, as described in 2.2 Failure to Notify.

Penalties Imposed for Implementing the Transaction Before Clearance

The only precedent involving gun jumping violations (FNE v Minerva S.A. and JBS S.A., Case C-346-2018 before the TDLC) involved a transaction that was implemented (whereby Chile was carved out from the international transaction while the foreign holding companies implemented the closing) while FNE clearance was still pending. The case was resolved through a settlement, in which the defendants agreed to pay a single sum of up to USD1 million.

There are no precedents for sanctions being imposed in the case of foreign-to-foreign transactions, but there could be if a transaction has effects in Chile and is subject to mandatory control.

Publicity of Imposed Penalties

As the merger control infringements, including gun jumping violations, need to be declared by the TDLC after a public litigation process, all the imposed sanctions are made public.

There are no exceptions to the suspensive effect of merger notifications. Accordingly, the parties cannot close or implement the transaction without receiving prior approval.

For public bids, it may be advisable to approach the FNE early with a pre-notification (as explained in 3.8 Pre-Notification Discussions With Authorities) to ensure the merger control process runs as smoothly and efficiently as possible, bearing in mind that FNE clearance must be obtained before closing.

There are no exceptions that allow the transaction to be closed before clearance.

A carve-out does not exempt the parties from their obligation to notify a transaction if it meets the jurisdictional thresholds, nor does it prevent the parties from being found to have engaged in gun-jumping conduct (premature implementation) if the FNE concludes that, in practice, decisive influence was exercised prior to approval (as in the Minerva/JBS case, explained in 2.13 Penalties for the Implementation of a Transaction Before Clearance).

There are no deadlines for notifying a transaction; therefore, the parties may file the notification at any time before closing, as the only requirement is that the transaction that is pending has not been implemented.

The parties may file a notification from the date on which they have a “serious intention” to execute the transaction regardless of how such intention is manifested (in letters of intent, memorandums of understanding or public announcements of the intention to make a public offer, among others). A binding agreement is not required prior to notification.

There are no filing fees for merger notifications before the FNE.

The parties responsible for filing (notifying parties) are the entities executing the main transaction documents and the entities that execute the transaction through them, regardless of where the entities are incorporated, namely:

• Acquisitions of decisive influence or acquisition of assets: the notifying parties are the seller and buyer (excluding the target); or
• Full-function joint ventures: the notifying parties are the parties entering into the partnership (excluding the new entity itself); or
• Mergers of entities or businesses: the notifying parties are the merging parties.

The level of information required in a merger filing depends on the applicable notification form. The Merger Regulation distinguishes between:

• Ordinary form, which is the default notification form;
• Simplified form, applicable in certain scenarios where parties have low market shares or limited changes in concentration levels (provided in Article 4 of the Merger Regulation); and
• No-overlap simplified form, a fast-track form applicable where there is no horizontal or vertical overlap between the parties’ activities (buyers and target).

While regardless of the form, the procedure and statutory timelines are the same, they differ in the amount of information and documentation required by the FNE, particularly regarding market information.

Documents to Be Submitted

The parties must submit the transaction documents and supporting materials that allow the FNE to identify the transaction, the parties and markets involved, and its potential competitive effects in Chile. As to internal corporate information, the parties must submit:

• the transaction documents and their annexes, as well as any corporate documents relating to the transaction (eg, board minutes, shareholder meeting minutes or presentations);
• any internal or external documents prepared, commissioned, reviewed, or considered to discuss, evaluate or negotiate the transaction or any alternative transaction (eg, presentations, reports, studies, commercial programmes, business plans, memorandums or similar documents); and
• corporate information of the parties’ business groups and their activities in Chile, including corporate group charts showing ownership and control links, and financial statements or balance sheets of the entities of the parties’ business groups that are active in the affected relevant markets.

Where the filing is made under the ordinary form, the FNE expects a more complete competitive assessment, including information on the relevant markets affected by the transaction (eg, parties’ market shares, sales volumes and values, main customers, competitors, supply and demand conditions, production capacity, entry and expansion conditions) and other elements needed to assess whether the transaction may substantially lessen competition.

Formalities

The notification requires:

• powers of attorney for the representatives filing the notification, executed before a public notary if granted in Chile, or legalised in Chile or apostilled if granted abroad;
• a copy of the document containing the authority of the legal representative to act on behalf of the notifying party; and
• affidavits declaring: (i) the parties’ intent to carry out the concentration in good faith; and (ii) the truthfulness, sufficiency and completeness of the submitted information, together with an acknowledgement of the sanctions that may apply for false or concealed information.

Language and Translation Requirements

While the notification and supporting information must be submitted in Spanish, the Merger Regulation allows certain categories of documents to be submitted in English without prior authorisation, including:

• the transaction documents, and the internal or external documents prepared to analyse it;
• market studies and reports that analyse the affected relevant markets; and
• documents concerning representatives and powers of attorney.

However, the FNE reserves the right to require documents to be filed in their original language together with the corresponding translation.

Waiver Requests

Notifying parties may request to be exempted from providing certain information when such information is not reasonably available for the notifying parties, whether completely or partially, or is not necessary, relevant or pertinent for the FNE’s analysis of the transaction.

Such requests must be specific, be made prior to the filing and set out the reasons and/or circumstances underlying the request.

Incomplete Notification

From the date of filing, the FNE has ten business days to decide whether the notification is complete or additional information is required. If the notification is deemed complete, the FNE will open an investigation and Phase I starts.

If the notification is deemed incomplete, the FNE will issue a notice of incompleteness, requiring the parties to supplement or clarify the information provided in the filing. The notifying parties will be given ten business days to complement or clarify as requested by the FNE.

While a notice of incompleteness does not, by itself, trigger a fine or sanction, it delays the start of the merger review process because Phase I will not formally begin until the FNE declares the filing complete.

Inaccurate or Misleading Information in the Notification

If the FNE finds that the parties provided false information in the notification – which, according to the TDLC’s interpretation, includes concealing information the parties held at filing – the consequences may be more serious. Under TDLC precedent and the FNE’s consistent approach, a notifying party that declares it lacks documents required by the Merger Regulation when it in fact holds them may be found to have engaged in the infringement of notifying a concentration while providing false information, under Article 3 bis(e) of DL 211. This procedural infringement is subject to the general fine regime for antitrust violations in DL 211, as well as other measures.

Penalties Imposed for Providing False Information in the Notification

The FNE has filed two complaints before the TDLC for the provision of false information in merger filings: (i) against TWDC Enterprises 18 Corp (Disney) in 2020 in its concentration with 21st Century Fox, and (ii) against Cadena Comercial Andina (CCA) in 2022 in its acquisition of OK Market. In both cases, the TDLC confirmed the FNE’s view that the failure to submit required documents available to the notifying party constitutes a procedural merger control infringement and imposed fines of up to approx. USD2.7 million. The Supreme Court confirmed this approach in Disney in 2025, while its ruling in CCA remains pending.

Additionally, in December 2025, the FNE entered into two out-of-court settlements, with Bunge and CJ Cheiljedang respectively, under which these companies agreed to pay a sum of up to USD1.2 million (split equally) plus – in the case of Bunge – completing a competition law training programme, for providing false information when filing the acquisition of CJ by Bunge (which ultimately was not consummated despite having been authorised by the FNE).

The FNE concluded that both companies failed to submit with the notification certain information that they ought to have provided (primarily, documents relating to the analysis of the transaction and the market), which were belatedly submitted during the investigation into the transaction. Both settlements were approved by the TDLC on January 2026.

See “Confirmation of the Criteria for Providing False Information in Merger Control Notifications” in the Trends & Developments article.

The phases of the review process are the following:

• Completeness review: The FNE has ten business days (approx. two weeks) from filing to decide whether the notification is complete or additional information is required. If the notification is deemed incomplete, the FNE issues a notice of incompleteness. It is not unusual that the FNE issues one or more such notices, each extending the review period by around one additional month.
• Phase I: Once the FNE declares the notification complete, the Phase I clock starts. Phase I lasts up to 30 business days (approx. six weeks). This period may be suspended: (i) for up to ten additional business days each time the parties submit remedies; and/or (ii) by mutual agreement between the FNE and the parties, for up to 30 additional business days. While the FNE’s average decision time on Phase I (without remedies) is 27 business days, a Phase I review could last between 1.5 and 2.5 months (or even more) from the opening of the investigation, depending on whether there are remedy submissions and suspensions. At the end of Phase I, the FNE may: (i) clear the transaction unconditionally, if it concludes that the transaction does not substantially lessen competition; (ii) clear the transaction subject to remedies; or (iii) extend the investigation into Phase II, if has concerns that the transaction (with or without remedies) could substantially lessen competition.

• Phase II: This phase lasts up to 90 business days (approx. 18 weeks) from the FNE’s decision to extend the investigation. This period may be suspended: (i) for up to 15 additional business days each time the parties submit remedies; and/or (ii) by mutual agreement between the FNE and the parties, for up to 60 additional business days.

The FNE’s average Phase II decision time is 130 business days. In practice, Phase II typically lasts between four and 11 months from the end of Phase I.

At the end of Phase II, the FNE may: (i) clear the transaction unconditionally; (ii) clear the transaction subject to remedies; or (iii) the prohibit the transaction, on the grounds that it is capable of substantially lessening competition.

Overall Timeline for Clearance

Standard transactions (ie, those that do not raise competition concerns) are usually cleared in Phase I within 2.5 to four months from filing. This rate has been the general rule in 87% of merger filings before the FNE.

Pre-notification is a voluntary and informal stage that allows the notifying parties to approach the FNE and engage in consultations on specific substantive or procedural aspects of a potential notification, in which FNE has self-provided internal deadlines to respond a merging party’s query.

The FNE distinguishes two types of pre-notification enquiries:

• Simple queries: These concern procedural or formal matters (eg, powers of attorney, formalities or threshold calculation methods). They are handled remotely, and responses are generally provided during the same call. If further review is needed, the deadline is up to five business days.
• Complex queries: These imply enquiries that demand from FNE a deeper analysis of the projected transaction (eg, legal qualification of concentration transaction, applicable filing form, market overlaps, etc). Complex queries must be submitted in writing with specific information about the transaction (eg, a summary of the transaction, merging parties identification, economic activities and the specific query). The parties can expect the FNE to schedule a meeting within five business days of the submission. If a draft notification is attached for the FNE’s review on certain queries, the deadline extends to 5–10 business days. Exceptionally, deadlines may be extended for particularly complex matters (to a maximum of 15 business days). In practice, pre-notification proceedings in complex queries can last three to four weeks.

Pre-notification is confidential and there is no publicity of any guidance or FNE decision at this stage. Not all transactions involve a pre-notification stage, and whether submitting a simple or complex query is advisable for a given transaction is a matter that should be evaluated on a case-by-case basis.

During the review process, it is customary that the FNE issues at least one request for information (RFI) to the notifying parties, and usually also to third parties (ie, competitors, suppliers or clients of the parties or the target). These RFIs do not stop the clock or suspend the legal deadline for the FNE’s review, which explains the tight deadlines provided to respond.

The amount of information requested varies depending on the complexity of the transaction, the markets involved and available public information.

The FNE may also request depositions from the parties’ or third parties’ executives for better understanding of the transaction and its effects on the market (either in person or remotely, via videocall).

In merger investigations, it is mandatory for the parties and third parties to respond to RFIs in a timely and comprehensive manner, and to attend the depositions called by the FNE. Failure to comply may result in fines and even criminal penalties.

There is no fast-track or accelerated procedure for review. All notifications are subject to the same legal review periods, as explained in 3.7 Review Process.

However, the FNE’s review of a no-overlap simplified notification form will usually take a shorter time than an ordinary notification (around 22 business days).

Concentration transactions are assessed against whether the transaction is capable of substantially lessening competition.

According to the FNE’s Guidelines on Horizontal Mergers, this analysis consists of determining whether the particular transaction can generate the ability and incentives for the merged entity to increase its prices or affect other relevant variables in the competitive process affected by the transaction, to the detriment of consumers. In its assessment, the FNE essentially contrasts the expected competitive outcome following the completion of the transaction against the competitive conditions that would reasonably be expected to prevail in the absence of the transaction.

To determine which markets may be affected by the transaction, the parties in their notification must identify the affected relevant markets, according to the horizontal and/or vertical overlapping activities in which the acquiring entities, their related companies and the target operate.

Once the markets are identified, the FNE will analyse market concentration indices to identify transactions that usually do not substantially lessen competition. The FNE will generally rule out further analysis if, according to the Herfindahl Hirschman Index (HHI), the market concentration index is:

• less than HHI 1,500;
• more than HHI 1,500 and less than HHI 2,500 (indicative of a moderately concentrated market), with a projected HHI variation (or ΔHHI) of less than 200; or
• more than HHI 2,500 (indicative of a highly concentrated market), with a ΔHHI of less than 100.

Conversely, the FNE conducts a more detailed effects analysis where concentration thresholds are met or exceeded. Enhanced scrutiny may also apply below those thresholds where special circumstances justify it, such as a horizontal merger involving a recent entrant or maverick firm, or relevant structural or contractual links between market participants.

The FNE relies on its own decisional practice and on TDLC case law when applicable. It also frequently refers to foreign cases, soft law and guidelines when analysing similar markets or theories of harm, particularly from authorities in reference jurisdictions as the European Commission, the US Federal Trade Commission and Department of Justice, the UK Competition and Markets Authority and other European and Latin American authorities.

Although the FNE often refers to these precedents, it does not apply them mechanically. It uses them as reference points, for illustrative purposes, and adapts the analysis to the facts of each case and the realities of Chilean markets.

According to the FNE’s Guidelines on Horizontal Mergers, the authority examines a broad range of potential competitive effects in merger control proceedings. These include horizontal effects and, even in horizontal concentrations, unilateral and conglomerate effects. The FNE also evaluates particular variables related to dynamic competition and innovation incentives.

The Guidelines also address digital platforms and markets, identifying additional theories of harm such as killer acquisitions, deterioration of non-price competition parameters (eg, privacy), reduced innovation incentives, monetisation strategies in non-transactional platforms, and barriers to entry or expansion created by combining data assets. In practice, the FNE has also assessed conglomerate risks such as consumer or platform-user exploitation and competitor exclusion through bundling and data concentration (Cornershop/Uber Case F217-2019).

It is customary for merging parties to submit evidence showing that the transaction will generate consumer benefits or efficiencies, which may act as countervailing factors to competition concerns.

The FNE recognises a transaction may have productive efficiencies (cost reductions) or dynamic efficiencies (complementarities between the merging parties or changes in their ability and incentives that foster innovations).

The FNE will only take efficiencies into account as long as they are: (i) verifiable (in both their likelihood and magnitude); (ii) inherent to the transaction (and not achievable through less restrictive means); and (iii) suitable for offsetting the increased market power of the merged entity (in magnitude, in time, and with benefits transferrable to consumers).

Although the Merger Regulation requires parties to include efficiencies in the notification, in practice they usually present evidence only once the FNE raises concerns. Given the authority’s high standards, efficiencies are only exceptionally sufficient to fully offset identified concerns. More often, parties are able to demonstrate some efficiencies but not all, falling short of outweighing the alleged concerns.

Chilean merger control law does not allow the FNE to assess issues unrelated to competition in merger control review.

In its decisions, the FNE has reiterated that Chilean competition law empowers it only to determine whether a concentration substantially lessens competition, consistent with the principle of legality. Accordingly, as stated in State Grid/CGE (electricity distribution, 2021) and Codelco/SQM (lithium, 2025), matters such as geopolitical strategy, defence and national security fall outside the FNE’s remit.

Regarding foreign direct investment, although there is no overarching screening regime (as explained in 9.1 Legislation and Filing Requirements), see 1.2 Legislation Relating to Particular Sectors for further details on specific rules applicable to some markets and industries, which operate independently from the merger control regime.

Chile has no specific regime governing foreign subsidies.

Under the FNE’s Guidelines on Horizontal Mergers, the FNE gives particular attention to co-ordinated effects in joint ventures. Joint ventures create or strengthen structural links between parent companies, which may increase their ability to co-ordinate in the joint venture’s market, in markets where the parents compete, or in related markets (spill-over effects).

The FNE also analyses unilateral effects if one of the parent companies is active in the same market as the joint venture, or if the latter will concentrate the parent’s activities in the same market. The FNE will evaluate: (i) how each parent’s incentives regarding its own competitive decisions are altered, since consumer switching would be partially recaptured through their participation in the joint venture; and (ii) whether each notifying party will have the ability to influence the joint venture’s competitive behaviour, and the reach of said influence.

The FNE is empowered to prohibit a concentration when it concludes that the transaction is able to substantially lessen competition in Chilean markets. A prohibition decision may only be issued at the conclusion of a Phase II investigation.

Before extending the investigation into Phase II, the FNE must inform the parties of the competition concerns raised by the transaction, based on the information and evidence gathered during its investigation. The FNE may then extend the review into Phase II through a reasoned decision where it considers that the notified transaction, whether implemented unconditionally or subject to the remedies offered by the notifying parties, may result in a substantial lessening of competition. In assessing a transaction, the FNE considers factors such as market structure, concentration levels, barriers to entry, and potential unilateral or co-ordinated effects. If, after completing its review, the FNE concludes that the transaction would substantially lessen competition and that such concerns have not been adequately addressed by the parties through the remedies offered (see 5.2 Parties’ Ability to Negotiate Remedies), it will prohibit the transaction.

A prohibition decision can be challenged before the TDLC through a special review appeal, as explained in 1.3 Enforcement Authorities.

The parties have the legal right to offer and negotiate remedies to address the FNE’s competition concerns in either phase of the merger review process. Chilean law and the FNE’s Guidelines on Remedies recognise the possibility to offer structural, quasi-structural and behavioural remedies.

In practice, structural remedies are generally preferred, particularly divestitures of overlapping businesses or assets. However, the FNE has also accepted quasi-structural remedies (such as access or licensing commitments) and behavioural remedies, including restrictions on exclusive dealing, bundling, discrimination practices, information-sharing safeguards (firewalls), and obligations imposed on purchasers of divested assets.

Specifically regarding pricing commitments, the FNE has considered that such remedies are usually inappropriate to mitigate risks arising from horizontal concentrations and are only exceptionally acceptable as a temporary measure in the time between the authority’s decision and the adoption of a more permanent solution to the identified risks, usually structural remedies.

In practice, although the FNE prefers structural remedies, most cases have been approved subject to behavioural remedies. In that sense, as of April 2026, out of 26 total cases, 15 of them have only included behavioural remedies while 11 of them have been subject to both structural and behavioural remedies.

Remedies are exclusively aimed at addressing competition concerns arising from the transaction. Chilean merger control law does not contemplate remedies to address non-competition or public interest considerations.

The FNE’s Guidelines on Remedies set out the standards that proposed remedies must satisfy to be accepted. In particular, remedies must be:

• effective to prevent the substantial lessening of competition identified by the FNE;
• feasible to implement, execute and monitor; and
• proportionate to the competition concerns they seek to address.

The FNE assesses remedies on a case-by-case basis, considering the nature of the competitive risks identified and the ability of the proposed measures to restore or preserve competitive conditions. In particular, the FNE focuses on the ease of the implementation, overview and enforcement of the remedies. While both structural and behavioural remedies may be accepted, the FNE generally expresses a preference for remedies that directly and effectively address the source of the competitive concern and can be monitored and enforced with relative certainty.

Parties may offer remedies in writing at any time during the merger review process, in either Phase I or Phase II. Tentative proposals for remedies can also be submitted prior to or together with the notification, but they are not considered a proper remedies proposal and therefore they do not suspend the investigation timeline.

The FNE may discuss potential alternatives with the parties and provide feedback on whether the proposed remedies can address the identified concerns.

However, the FNE cannot impose remedies, as any remedy must be voluntarily offered by the notifying parties. The FNE’s role is limited to assessing whether such mitigation measures are effective to address the identified competition concerns.

Procedurally, the submission of remedies suspends the review period, as explained in 3.7 Review Process. In practice, the FNE usually communicates its preliminary assessment and feedback before the expiration of the applicable suspension period, allowing the parties to revise or supplement their remedy proposal.

As part of its assessment, the FNE usually conduct a market test by consulting interested third parties to evaluate whether the proposed remedies adequately address the competition concerns identified and to assess their likely effects on the market.

If the FNE concludes that the proposed remedies adequately address its concerns, it may clear the transaction subject to those conditions. If the remedies are considered insufficient and no satisfactory alternative is offered, the FNE may ultimately prohibit the transaction at the conclusion of a Phase II investigation.

There is no single approach regarding the timing of remedies. The implementation schedule depends on the nature of the commitment and the terms accepted by the FNE in connection with its clearance decision. A transaction can be suspended as long as the FNE and the merging parties are holding remedy discussions through the successive submissions of new remedy proposals.

For structural remedies, particularly divestitures, the FNE’s Guidelines on Remedies contemplate three possible implementation scenarios:

• the “fix it first” solution, where the purchaser is identified and contractually committed before clearance and closing;
• the “upfront buyer” solution, where the purchaser is approved by the FNE after clearance but before closing; and
• the “post-closing divestiture” solution, where the transaction may close before a suitable purchaser is identified and approved.

The FNE generally prefers the first two alternatives and will only accept post-closing divestitures where there is no apparent risk that implementation difficulties could compromise the viability of the remedy.

Where the purchaser has not been identified during the merger review, the parties must propose a suitable purchaser for the FNE’s approval after clearance. The FNE must respond within 15 days (or 30 days if pre-approval of up to two alternative purchasers is requested).

Accordingly, and depending on the specific remedies, parties may close a transaction before those remedies are fully implemented. This is most common for behavioural remedies which are implemented after closing as they apply to the merged entity.

Penalties for Not Complying With the Remedies

Failure to comply with commitments accepted by the FNE as a condition for a clearance decision may constitute a merger control procedural infringement. The same procedure and penalties for failing to notify apply, as described in 2.2 Failure to Notify.

The FNE always issues a formal written decision in all merger review proceedings, whether clearing the transaction unconditionally, clearing it subject to remedies or prohibiting the transaction. The decision is formally notified to the parties via email.

The FNE also issues a report that lays down the factual background, competitive assessment and substantive reasoning supporting the decision. However, recently transactions reviewed under the no-overlap simplified procedure have been typically resolved through a clearance decision only, without a substantive report.

The decision – and, where applicable, the supporting report – are published on the FNE’s website after the parties have had an opportunity to request confidentiality redactions of certain commercially sensitive data. The published versions therefore exclude information that has been granted confidential treatment.

In transactions cleared subject to remedies, the FNE also publishes the final remedy proposal submitted by the parties, together with its annexes, as an appendix to the clearance report. As a result, a significant portion of the authority’s reasoning and the commitments accepted in connection with the clearance decision are generally available to the public.

To date, the FNE has not prohibited any strictly foreign-to-foreign transaction under Chile’s mandatory merger control regime.

However, the FNE has reviewed and accepted remedies in several major global transactions in the past, including Dow Chemical/DuPont, AT&T/Time Warner, Maersk/Hamburg Süd, Bayer/Monsanto, Linde/Praxair, 21st Century Fox/Disney, Fiat Chrysler/Peugeot, EssilorLuxottica/GrandVision and, more recently, Fuso/Hino and Sodexo/Mediterránea.

A clearance decision generally covers ancillary restraints that are directly related to and necessary for the implementation of the transaction, such as certain non-compete, non-solicitation or similar arrangements.

Consistent with the approach applied by the European Commission, the FNE assesses whether the restraint is directly related to the transaction and necessary for its implementation, considering its material scope, duration and geographic coverage. Where the restraint satisfies these criteria, it is considered part of the transaction and is covered by the clearance decision.

By contrast, arrangements that are not directly related to, or necessary for, the implementation of the transaction fall outside the scope of merger review and are not approved through the clearance decision. Such arrangements must be self-assessed by the parties under the general provisions of DL 211 and may be challenged by the competition authorities or third parties if they are considered anti-competitive.

There is no independent notification procedure for ancillary restraints under the Chilean merger control regime. However, parties may seek legal certainty by submitting a non-contentious consultation to the TDLC regarding a particular act, agreement or arrangement. In practice, this mechanism is rarely used for ancillary restraints as it is a lengthy and public proceeding that may involve the participation of interested third parties and is subject to review by the Supreme Court.

Third parties may be sent RFIs by the FNE throughout the course of the merger review, which they are obligated to answer, as explained in 3.9 Requests for Information During the Review Process.

In addition, the FNE may request third parties to provide their views on whether the proposed transaction may raise competitive risks or affect the market.

Additionally, during Phase II, any third party with a legitimate interest in the proceedings may voluntarily provide information to the FNE within 20 business days from the publication of the FNE’s decision to extend the investigation.

Regarding access to the case file, during Phase I third parties may request access to it; however, the merging parties are entitled to oppose this.

In Phase II, a public version of the investigation file becomes publicly available, enabling third parties to review it in its entirety, without confidential sections where competitively sensitive information is redacted, as explained in 7.3 Confidentiality.

The FNE customarily engages with third parties to develop a deeper understanding of the relevant markets, technical information on the industry, and the competitive dynamics. The FNE sends RFIs to market participants, clients and suppliers, as well as summoning some of them to depositions, as explained in 3.9 Requests for Information During the Review Process.

Pre-notification proceedings are always confidential. Neither the pre-notification request nor the FNE’s response is ever made public.

Notifications are confidential until the FNE formally opens the investigation after the completeness stage. At that point, the FNE issues a completeness notice briefly describing the transaction and parties, confirming that the notification is complete and opening Phase I.

The case file remains confidential during Phase I. If the transaction is approved in Phase I, third parties may later request access, but the merging parties are entitled to oppose this.

If the review is extended to Phase II, a public version of the case file becomes publicly available. Notifying parties and third parties may request confidential treatment for specific information when its disclosure could significantly affect the parties’ competitive position, particularly when the information is commercially sensitive. For that purpose, they must provide redacted versions so that the FNE can compile this public file.

The FNE collaborates with foreign competition authorities when reviewing cross-border transactions, especially by sharing information on specific cases.

The Merger Regulation requires the parties to disclose in their notification the jurisdictions in which they are simultaneously notifying the transaction. Based on this information, the FNE may request that the parties provide a waiver authorising it to communicate with other competition agencies. The parties may also choose to voluntarily submit such a waiver at any point during the merger review process.

See 1.3 Enforcement Authorities.

See 1.3 Enforcement Authorities.

Chilean merger control law does not provide third parties the right to appeal a clearance decision.

However, there have been attempts by third parties to challenge a clearance decision though an administrative appeal before the FNE.

In State Grid/CGE, ODECU (Organización de Consumidores y Usuarios) filed and administrative appeal against the FNE’s decision, which was dismissed as inadmissible on the grounds of lack of standing and the incompatibility of the ordinary administrative appeal procedure (Law No. 19,880 on the Basis for Administrative Procedure) with the specialised merger control regime.

Chile does not currently have a general FDI screening regime nor foreign subsidies legislation that evaluates cross-border investments.

In other words, there is no requirement for separate filings or approvals beyond those required under the Chilean merger control rules for foreign investment specifically, other than post-closing registration formalities before the Central Bank of Chile. However, Chilean law does contain certain restrictions for foreign investors in specific circumstances, and there are industry-specific regulatory requirements that apply to both domestic and foreign companies, regardless of general competition law or merger control rules, as explained in 1.2 Legislation Relating to Particular Sectors.

This area has nevertheless attracted increasing political and academic attention in recent years, particularly in response to international developments and local public debate regarding ownership of critical infrastructure projects, and two bills relating to FDI were introduced recently to the Chilean Congress. See “Legislative Initiatives on a Potential FDI Screening Regime” in the Trends & Developments article.