COMESA merger control regulations have been clarified after a 2025 overhaul, setting new thresholds and procedural rules for companies operating across the Common Market for Eastern and Southern Africa.
Key thresholds and notification duties
The COMESA Competition and Consumer Protection Regulations and Rules, both revised in 2025, require a merger to be notified to the COMESA Competition and Consumer Commission (CCCC) when the transaction value reaches COM$ 250 million in the digital sector. For other sectors, the monetary thresholds are defined in Rule 23(1) and apply to both assets and turnover, with joint ventures assessed on the basis of parent company turnover.
Notification is mandatory if the merger affects two or more member states, regardless of whether the parties are domestic or foreign‑to‑foreign. The commission uses official exchange rates from the Bank of Uganda to calculate values, and filing fees are determined by the methods set out in Rule 24.
Definition of a merger and scope
Regulation 41 defines a merger as any direct or indirect acquisition that results in lasting control over an undertaking or its assets. This includes minority shareholdings when combined with control‑conferring rights, as well as the creation of joint ventures that perform all functions of an autonomous economic entity for at least three years.
Related: Muslim candidate faces rising online abuse
Notably, the regulations exclude transactions solely for managing insolvency or liquidation processes, and internal restructurings within a group that do not change the overall controlling interest are also exempt.
When multiple transactions occur between the same parties within a two‑year window, they are treated as a single merger, with the date of the last transaction marking the trigger point for notification.
In practice, the regulator can deem a non‑notifiable merger subject to notification if it appears likely to substantially lessen competition, though this power is exercised sparingly.
Companies must observe a standstill period once a merger is notified, meaning the transaction cannot be implemented until the commission clears it. While the authority can waive this embargo, such dispensations are rare and require expert advice.
In the digital market, platforms and other entities must file a notification if the transaction meets the COM$ 250 million threshold, reflecting the growing importance of online services in the region.
Related: Are You Thinking about Bankruptcy as an Option in Jacksonville, Florida? Uncover Your Options Today!
The regime is economy‑wide, applying to all sectors and requiring coordination with national antitrust authorities and other supranational regulators through memoranda of understanding.
One practical implication for businesses is that acquiring a minority stake may trigger notification if the deal confers decisive influence, a nuance that can catch firms off guard if they assume small share purchases are exempt.
For firms planning cross‑border joint ventures, the three‑year duration test means short‑term collaborations may fall outside the scope, but longer‑lasting arrangements will need to be filed.
Overall, the revised framework aims to align COMESA’s merger control with international best practices, though the detailed practice notes slated for release in 2026 will provide further guidance.