Argentina New Merger Control Regulations – General Guidance for Companies Doing Business in Argentina

‍Executive summary

Argentina’s merger-control regime is moving from a post-closing notification system to a mandatory pre-closing clearance system. The new regime is expected to become effective in November 2026, following the establishment of the National Competition Authority. 

This is relevant to any company with Argentine operations, sales, assets or customers—not only Argentine-incorporated companies.

What companies should know

1. Foreign-to-foreign transactions may be caught

A transaction does not need to involve an Argentine buyer or seller. A foreign transaction may require Argentine analysis if:

• the parties or their controlled groups generate turnover in Argentina;
• Argentine assets or businesses are acquired;
• the transaction affects Argentine customers or markets; or
• there is a material local competitive effect.

The relevant turnover generally includes the Argentine turnover of the acquiring group and target group. 

2. The current and future systems differ

Until the new pre-closing system takes effect, the existing post-closing regime remains relevant. Under the current approach, qualifying transactions are generally notified after closing, subject to the applicable deadline. 

Once the new regime is operative, qualifying transactions must be notified and cleared before closing. The parties must observe a standstill and cannot implement the transaction before clearance. 

3. Transactions requiring particular attention

Companies should screen:

• mergers and consolidations;
• acquisitions of shares or assets;
• acquisitions of businesses;
• joint ventures;
• changes from joint to sole control;
• minority investments that confer control or substantial influence;
• internal reorganizations that change control;
• and transactions involving businesses with Argentine sales or assets.

Control can arise through voting rights, contractual rights or veto rights over matters such as budgets, business plans, investments, indebtedness or senior appointments. 

4. Thresholds and exemptions must be checked at the time of filing

Notification generally depends on:

• applicable group turnover thresholds;
• transaction value or Argentine asset thresholds;
• whether control changes;
• and whether an exemption applies.

The value of Argentina’s mobile unit used in threshold calculations changes over time, so companies should not rely on old dollar conversions or historical filing analyses. 

5. Simplified PROSUM procedure

Argentina has a simplified procedure known as PROSUM for transactions presenting a lower likelihood of competitive harm. Recent changes include:

• horizontal combined market shares generally below 50%;
• an HHI increase below 150 points; and
• limitations where another regulator expressly opposes the transaction. 

PROSUM should be treated as a possible expedited route, not an automatic exemption.

6. Gun-jumping risk

Under a pre-closing system, companies must not:

• transfer control before clearance;
• integrate operations prematurely;
• direct the target’s ordinary business;
• combine sales forces or pricing;
• coordinate customers or production;
• or exchange competitively sensitive information outside appropriate clean-team arrangements.

The transaction documents should include:

• an Argentine clearance condition;
• interim operating covenants;
• clean-team procedures;
• information-sharing restrictions; and
• a no-closing / no-integration provision.

7. Potential remedies and penalties

The competition authority may:

• clear a transaction unconditionally;
• impose behavioural or structural remedies; or
• prohibit a transaction presenting serious competitive concerns. 

Failure to notify or closing before clearance once the suspensory regime applies may result in significant daily fines, reported as potentially reaching 0.1% of the relevant group’s consolidated business volume per day, subject to the statutory framework. 

Practical guidance for companies

For companies operating in Argentina

Maintain:

• an inventory of Argentine subsidiaries, assets and business lines;
• current Argentine turnover data;
• group-control information;
• market-share and competitor information;
• records of prior acquisitions;
• and a process for escalating proposed acquisitions, joint ventures and restructurings.

For companies pursuing transactions

At the start of any transaction:

1. Screen for Argentine turnover, assets and local effects.
2. Determine whether the transaction changes control.
3. Check the current thresholds and exemptions.
4. Assess whether PROSUM may be available.
5. Identify whether the transaction will close before or after the new regime takes effect.
6. Include Argentine clearance as a closing condition where appropriate.
7. Build Argentine review time into the global transaction timetable.
8. Implement clean-team and no-gun-jumping protocols.
9. Coordinate the analysis with other merger-control jurisdictions.
10. Obtain Argentine competition counsel’s advice before signing if the transaction is close to the transition date.

Bottom line

For companies doing business in Argentina, the most important development is the shift toward prior clearance and a standstill obligation for qualifying transactions. Argentina should be included in the merger-control screening of foreign-to-foreign transactions where the parties have Argentine sales, assets, subsidiaries or competitive effects.

This is separate from ordinary operations: merely selling products or operating a business in Argentina does not itself trigger merger notification. The issue arises primarily when the company is involved in a transaction that may constitute an economic concentration.