Comesa imposes mandatory alerts for merger deals worth above Sh8bn

The new Comesa Competition and Consumer Protection Regulations of 2025, which came into effect on December 4, 2025, have introduced what is known as a suspensory notification regime, which mandates prior approval by the Comesa Competition and Consumer Commission (CCCC) before the conclusion of a transaction.

They replaced previous regulations that had been in place since 2004, which only required companies to notify the Comesa competition watchdog of a merger decision within 30 days of the parties’ decision to combine operations.

The companies could also conclude the transaction before receiving the approval of the Comesa Competition Commission—as the watchdog was known previously—so long as they issued their notification on time.

“As a general rule, the 2025 regulations make it very clear that a merger shall not be implemented before the CCCC approves it. There is a prohibition on completion or closing prior to clearance by the CCCC,” said the commission in a note issued on January 13 to guide stakeholders on the new rules.

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The CCCC is required to issue a decision within 120 days of receiving a merger filing, but it can allow an extension where a transaction warrants additional examination.

The updated regulations have also introduced a fine of up to 10 percent of audited annual turnover for any party contravening the notification rules, payable within 45 days of imposition.

“Failure to pay a fine within the period specified in this regulation shall attract a penalty of two percent, per day, of the fine imposed by the commission until the fine is paid in full,” added the CCCC.

The rules have also enhanced the filing fees payable by parties carrying out mergers and joint ventures to 0.1 percent of the higher of combined Comesa-area turnover or assets of the merging parties, capped at $300,000, from 0.01 percent previously (capped at $200,000). For digital transactions, the fee is set at 0.05 percent of turnover, also capped at $300,000.

The new regulations will apply to deals that were notified after the effective date of December 4, 2025. Those who had been notified earlier will be concluded under the rules of the lapsed 2024 regulations.

Earlier, starting November 1, 2025, the East African Community Competition Authority (EACCA) also introduced mandatory notification requirements on merger and acquisition transactions worth at least $35 million (Sh4.5 billion), in which the merging entities intend to carry out business in at least two of the eight EAC member states.

However, the EAC watchdog offers an exemption when each of the parties has at least two-thirds of its aggregate turnover or assets within the same EAC partner State.

Under the EACCA rules, merging companies will pay a notification fee of Sh5.8 million ($45,000) for transactions valued at between $35 million and $50 million (Sh6.5 billion), while those valued at $50 million to $100 million (Sh12.9 billion) will be charged a fee of $70,000 (Sh7 million).

Deals valued above Sh12.9 billion will attract a notification fee of $100,000 (Sh12.9 million).

EACCA and the Common Market for Eastern and Southern Africa had earlier signed a non-binding memorandum of understanding for information sharing and coordination of merger investigations in order to avoid dual notification of deals in the six EAC countries that are also members of the pan-African trade bloc.

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