The Competition Tribunal (TDLC) declared that Official Ordinance No. 59,888 of the Financial Market Commission (CMF), of May 10, 2024, does not infringe Decree Law No. 211. That ordinance ordered Transbank to cease providing the installment-advance service (ADC), through which merchants could receive in advance the full amount of sales made under the "merchant installments" modality, in exchange for a commission.
Although the TDLC did not accept Flow S.A.'s position, its majority reasoning left a rule relevant to regulated markets: the discretionary administrative acts of the CMF can be reviewed by the TDLC when it is alleged that they produce current or potential effects on competition. For companies in the payments sector, PSPs, acquirers, and fintechs, the resolution confirms a review channel, but under a demanding standard: significant, concrete anticompetitive risks supported by evidence must be proven.
What happened
In 2024, Flow S.A., a payment processing services provider operating as a sub-acquirer, initiated a non-contentious proceeding before the TDLC. The consultation sought to have the tribunal determine whether CMF Ordinance No. 59,888 —which instructed Transbank to cease providing the ADC— complied or not with D.L. No. 211.
The ADC consists of an operator or PSP paying the merchant in advance the full amount of a transaction made in merchant installments, deducting a commission for bringing future flows to present value. The merchant-installments modality, in turn, allows the cardholder to pay in interest-free installments financed by the merchant, not by the card issuer.
The CMF held that the ADC exceeded Transbank's authorized line of business as a bank-support company and payment card operator; that it was not an activity necessary for the exclusive business of an operator; and that it had not been authorized as a complementary activity either. Subsequently, the CMF instructed payment card operators to refrain from carrying out ADC, clarifying that this instruction did not affect the merchant-installments modality.
The TDLC declared that Ordinance No. 59,888 does not infringe D.L. No. 211. To reach that conclusion, it held that insufficient evidence was provided to prove that the prohibition of the ADC substantially affected the competitive capacity of operators, PSPs, or merchants, or that it generated relevant effects on consumers.
The National Economic Prosecutor's Office (FNE) had concluded in the same vein during the proceeding. According to the resolution, the FNE distinguished between merchant installments and ADC, and considered that the prohibition of the ADC did not affect competition, among other reasons, because there are operators that offer merchant installments without ADC and because PSPs and merchants can resort to financing alternatives.
The Supreme Court had also ruled on Transbank's illegality challenge against the CMF. In its judgment of November 3, 2025, Case No. 56,773-2024, it confirmed the rejection of the challenge. However, the TDLC itself clarified that that judicial review was limited to the legality of the CMF's action and not to the analysis of its competitive effects, a matter proper to the competition forum.
The TDLC's decision rule is narrow: a discretionary instruction of the financial regulator can be reviewed from a competition standpoint, but it will only be objectionable if there is serious or significant evidence of competitive harm.
What it may mean for your company
This ruling has two readings. The most relevant for the business world is not only the result, but the standard it sets.
The first reading is operational: from a competition standpoint, the TDLC found insufficient evidence to object to the CMF's order preventing Transbank from providing ADC. For merchants or PSPs that depended on that service, the practical message is that they must assess financing alternatives outside the regulated operator. The TDLC itself noted that alternatives exist, such as own financing, third-party financiers, or intermediaries such as investment funds.
The second reading is institutional. The tribunal's majority reasoned that Ordinance No. 59,888 was an interpretive act of the CMF regarding whether the ADC formed part of the exclusive business of a card operator. That determination was characterized as an exercise of discretionary power, so the TDLC declared itself competent to review its conformity with competition rules.
For PSPs, acquirers, payment network operators, and fintech companies supervised by the CMF, the precedent confirms a formal channel: if a discretionary instruction of the regulator materially alters their competitive conditions, the question can be raised before the TDLC invoking D.L. No. 211.
But that channel has high requirements. The Flow S.A. case shows that it is not enough to allege a loss of commercial differentiation or potential harm to merchants and consumers. The effects must be supported by factual, quantifiable evidence sufficient to show a significant anticompetitive risk. In this case, the TDLC considered that the alleged effects were speculative and not supported by evidence in the file.
There is another angle. The logic of the ruling may be relevant to other regulated markets, provided the challenged administrative act has a discretionary component and material competitive effects. The resolution does not turn every regulatory decision into something reviewable by the TDLC, but it does confirm that competition control can coexist with legality control when each examines different aspects.
Does your acquiring, PSP, or fintech model depend on services the regulator can reclassify? Schedule a session to measure that risk and start building the evidence now.
What you can do
If your company operates in the payments, acquiring, PSP, or fintech sector, this resolution leaves three concrete actions:
- Review the services that depended on the ADC provided by operators: if your business model included that service as an input or complement, map available financing alternatives and compare their economic, operational, and regulatory conditions.
- Document the competitive impact of regulatory instructions from now on: if the CMF issues instructions that affect your market conditions, record evidence from the outset. The TDLC's standard requires concrete and substantial evidence; general projections or hypotheses are not enough.
- Carefully assess the non-contentious proceeding channel before the TDLC: the resolution confirms that this channel may exist in the face of discretionary acts of the financial regulator, but its success will depend on the competitive harm being provable, significant, and not merely speculative.
If any of these points raises questions —especially how to document the competitive impact of a regulatory instruction— a 30-minute diagnostic session is enough to size up your gaps. Schedule here.
If you need to assess the impact of CMF instructions on your business model or on your competitive position in the acquiring and payments market, or to review whether you have a sufficient basis to raise a competition question before the TDLC, schedule a meeting with our team.
This content is informational and does not constitute legal advice.