The National Economic Prosecutor’s Office (FNE) published, as of May 4, 2026, an instruction that sets out the process by which its Mergers Division may request information or summon individuals to testify before opening a formal investigation. The document does not create new legal powers, but it does organize them and make them predictable. The practical consequence: if your company operates in concentrated markets, completed a notifiable merger that was not notified, or is on the authority’s radar, this instruction defines how and when you may receive a request from the FNE — even before there is a case file against you.
What changed
For years, the stage before the opening of a formal merger investigation operated without a written protocol. The FNE had the power to request information before opening a case file, but there was no public document that organized those actions for the parties or for third parties involved. The instruction published on May 4, 2026 changes that. It sets out five sequential stages that the Mergers Division will follow from the moment it detects background information until it decides to close the matter or investigate. The first is the detection of background information. The FNE may act based on a third-party complaint or through its own monitoring. Complaints may be filed electronically, by mail, at the office of the clerk, or through the DocDigital system, and must include the complainant’s identification, the market involved, the participating economic agents, and a description of the facts. The second is the admissibility review or opening of preliminary information. If the complaint requires additional steps, an internal file with the initials "DF" is assigned and a team is designated in charge. In cases of ex officio monitoring, the FNE may open a preliminary information period to assess whether a procedure should be initiated. The third — and the most relevant for the corporate world — is the preliminary measures stage. At this stage, the FNE may request information from private parties and summon to testify persons with knowledge of the facts: the complainant, the parties to the transaction, related third parties, and other industry participants. The time limit the FNE has to carry out this stage in preliminary information periods is 90 administrative business days, extendable on duly grounded grounds. The fourth stage is the decision to close the matter or open an investigation, with explicit grounds for closing: that one year has elapsed since the completion of a transaction not subject to mandatory notification, that the transaction is not capable of substantially reducing competition, that it is time-barred, that it has not yet been completed, or that there is already a prior decision by the Prosecutor’s Office. The fifth stage is monitoring of sensitive markets, with a focus on concentrated sectors, industries with a history of violations, basic consumer goods, and actors previously subject to mitigation measures. The instruction does not act alone. In March 2026, the FNE and the Internal Revenue Service (SII) signed a cooperation agreement to exchange information on corporate structures, sales bands, and other background relevant to merger control. And along with the instruction, the FNE appointed Felipe Ramos and Felipe Valdebenito as new Monitoring Officers of the Mergers Division. The enforcement infrastructure is being assembled.
What this may mean for your company
The starting point is understanding what triggered this instruction: the FNE wants to detect merger transactions that were not notified, even if they did not exceed the legal thresholds for mandatory notification. This applies especially in concentrated markets, digital platforms, and sectors with a history of prior review by the authority. What this means in practice: if your company carried out an acquisition of a company, assets, or stakes in recent years in a market the FNE considers sensitive — and there was no obligation to notify — there is now an explicit procedure for the Prosecutor’s Office to contact you before opening a case file. It is not an investigation. Yet. But it is the first step of one. There are two types of companies that should pay urgent attention. The first: companies that carried out merger transactions without notifying because they did not exceed the thresholds of DL 211. The closing criterion includes that one year has passed since the completion of a transaction not subject to notification. That means recent transactions — completed within the last twelve months — may be within the review period. The second: companies that are third parties in markets where a competitor made an acquisition. The instruction allows industry participants to be summoned to testify, not just the direct parties. If you operate in a concentrated sector, you may receive a request from the FNE without being a party to any transaction. There is another angle that should not be overlooked: the agreement with the SII. The cross-checking of tax information with the FNE’s database allows the authority to detect changes in corporate structures that were not notified. If an acquisition involved corporate reorganization, asset transfers, or changes in ownership interests registered with the SII, that information may now reach the FNE through the agreement. The gray area exists: the instruction does not require any company to take preventive action, and it does not create new sanctions. Failure to respond to a request at the preliminary measures stage has different consequences than failure to respond in a formal investigation. But ignoring the radar does not turn it off.
What you can do
If your company has a recent acquisition or operates in a market that the FNE actively monitors, three concrete actions:
- Review the history of merger transactions from the last three years. Identify which were not notified to the FNE and determine whether any could be considered a relevant concentration in sensitive markets (basic consumer goods, digital platforms, sectors with previously investigated players). This exercise does not require submitting anything to the FNE — it is an internal diagnostic.
- Define a response protocol for requests from the Mergers Division. The instruction establishes that requests must be handled in accordance with principles of speed. If you receive a request for information or a summons to testify at this preliminary stage, the deadline and the form of response matter. Having a protocol before the request arrives is better than improvising under pressure.
- Assess the impact of the FNE-SII agreement on your structure. If you have recent corporate reorganizations, acquired subsidiaries, or changes in ownership interests registered with the SII since 2024, it is worth reviewing whether any of those transactions could attract the attention of the Mergers Division under the new monitoring scheme.
If you need to review your company’s history of merger transactions, assess whether any recent acquisition falls within the scope of the FNE’s new instruction, or prepare a response protocol for requests from the Mergers Division, schedule a meeting with our team: https://calendar.app.google/f13cTubrP12uveuBA This content is for informational purposes and does not constitute legal advice for a specific case. Primary source: FNE Instruction — Complaints and Preliminary Information, Mergers Division, May 4, 2026 | FNE Press Release