Guatemala: A Corporate/M&A Overview

Background

The mergers or acquisitions of Guatemalan companies have historically been processes not entailing many requirements. In the case of a merger, the requirements have been:

• execution of the merger agreement;
• publication at the Commercial Registry;
• the granting of the merger public deed; and
• registration of the merger at the Commercial Registry.

For share acquisitions, the purchase agreement regulates the transaction without the need for any related public filing. The sale of shares would entail:

• execution of the sale agreement;
• endorsement of the share certificates; and
• registration of the transfer in the company’s shareholders registry book.

Therefore, Guatemalan companies currently undergo mergers and acquisitions without requiring any regulatory approval from a competition standpoint. This has simplified the process significantly. Businesses have been able to conduct mergers swiftly, avoiding prolonged bureaucratic procedures, facilitating quicker strategic decisions, and allowing parties to have simultaneous signing and closings. This process will change as of 17 September 2026 and 9 December 2026, as explained below.

The Competition Act

The Guatemalan Congress recently enacted Decree 32-2024, Ley de Competencia (the “Competition Act”). It was published in the Official Bulletin on 9 December 2024, and partially came into effect on 1 January 2025, as relates to its general and institutional provisions. The Act’s substantive provisions, including those on merger controls, will come into effect two years after publication – ie, on 9 December 2026. During the interim period, the Act requires the founding of the Superintendency of Competition, a process that has already begun. Candidates for the Superintendence Directorate must undergo an examination process entrusted to an internationally recognised educational institution. This seeks to ensure that the appointed directors are experts in competition law. Currently, the appointed directors in the Superintendence Directorate have been in office since 26 August 2025.

Prior to the Act’s existence, Guatemala did not regulate mergers and acquisitions from an antitrust perspective. This meant that there were no requirements for a competition authority to authorise mergers, acquisitions of companies or changes of control in Guatemalan companies, except in the case of regulated financial institutions which, under existing banking laws, require prior approval of the Superintendency of Banks and Monetary Board to merge or be acquired by third parties. However, this will certainly change as of 9 December 2026, when the parties involved in a merger, acquisition or change of control will be required to obtain prior approval from the Superintendency of Competition if the operation meets certain thresholds established in the recently enacted law.

The new law establishes that approval from the Competition Authority will be required if:

• the combined assets in Guatemala owned by the companies to be merged exceed seven million times the amount of the minimum wage in effect for non-agricultural employees (currently QTQ4,002.28, approximately USD524.98); or
• the combined annual income of the Guatemalan companies to be merged exceeds nine million times the same parameter.

Consequently, prior approval from the Competition Authority must be obtained before the merger or acquisition takes place, even when such change of control or merger is to occur abroad and has effects in Guatemala. Failure to do so will cause the merger to be considered an irregular concentration (concentración irregular) subject to sanctions by the Competition Authority. In the case of an irregular concentration, the Competition Authority may request a judge to issue an injunction ordering that such concentration be terminated, thus ceasing the change of control with respect to the Guatemalan entities.

It is important to note that the new law contemplates approval exemptions for certain mergers, acquisitions or changes of control, such as:

• corporate restructurings;
• increases in equity interest by existing shareholders;
• certain types of investment transactions; and
• cases where mergers evidently do not affect the market.

These exemptions aim to balance regulatory oversight with practical business needs, ensuring that not all mergers become unduly burdened by the new requirements.

However, if the merger or change of control does not meet the stated thresholds, it may proceed without additional actions or filings, complying only with the general rules of the Guatemalan Commerce Code. Therefore, there will be no need to file a notice either before or after the merger. This provision facilitates a more efficient merger or acquisition process, unlike other jurisdictions where notices are always mandatory.

This new regulation represents challenges for all parties involved. The introduction of a mandatory approval process will lengthen the timeline for completing mergers and acquisitions that meet the established thresholds, causing parties to consider delayed closing. Companies used to quick turnarounds must now prepare for extended periods of review, which could impact strategic planning and execution and even cause uncertainty for the approval. Additionally, the learning curve associated with understanding and complying with the new regulatory framework may contribute to initial delays. Legal advisers must familiarise themselves with the new regulations, without prior experience to draw upon due to the lack of precedent.

The complexity of the new regime will also represent increased costs for legal counsel and consultation. The extensive documentation and analysis required to show compliance will demand significant resources, including financial consultants and others, to verify whether an operation is subject to competition regulation. Furthermore, companies may face uncertainty regarding the outcome of their applications until the Superintendency of Competition establishes a record of decisions. This unpredictability could discourage mergers or prompt companies to reconsider their strategies. On the other hand, mergers and acquisitions may increase during the initial two-year period to avoid the application of the Competition Act before those provisions come into effect.

Despite these challenges, the introduction of merger control regulations is considered by some market sectors as a crucial step for encouraging a competitive market environment in Guatemala, although others may consider it an obstacle. Over time, as the Competition Authority gains experience and legal advisers adapt to the new process, the system should become more streamlined and efficient, helping to reduce anti-competitive practices.

Decree 15-2026

A second reform that will also affect merger and acquisition practice is contained in Decree 15-2026 (Comprehensive Law for the Prevention and Repression of Money Laundering or Other Assets and of Terrorist Financing), published on 17 June 2026 and effective as of 17 September 2026. It amends the Commerce Code and will now require companies to register their direct shareholders and all members of their board of directors before the Commercial Registry, and to give notice of share transfers within ten business days as of the transfer date. This registration is required exclusively for money-laundering prevention purposes. The information will remain confidential vis-à-vis third parties and authorities in general, and may only be accessed by the Public Prosecutor’s Office (Ministerio Público) and the Intendencia de Verificación Especial (IVE) in their capacity as money-laundering investigators.

Summary

In summary, Guatemala’s forthcoming merger control regulations represent a significant shift from the current unregulated environment. This will impact future mergers and acquisitions while counsels, authorities and consultants adapt to the new law. While the new requirements pose challenges – particularly concerning timelines, learning curves and costs – they may assist in ensuring that market competition remains robust.