The Common Market for Eastern and Southern Africa (COMESA) has enacted significant reforms to its merger control framework by introducing a mandatory pre-approval regime for qualifying cross-border transactions within the trade union. Under the new COMESA Competition and Consumer Protection Regulations of 2025, which came into force on December 4, 2025, parties to a merger or joint venture must obtain prior clearance from the COMESA Competition and Consumer Commission (CCCC) before concluding a deal. This replaces the previous 2004 regulations, which allowed companies to notify the commission within 30 days after deciding to merge and to complete transactions before receiving regulatory approval.
COMESA’s New Thresholds and Penalty Structure
The updated rules establish clear financial thresholds for notification. For conventional mergers and joint ventures, the requirement is activated when the combined turnover or asset base of the involved parties within COMESA reaches at least USD 60 million (KES 7.74 billion). For transactions involving digital marketplaces, a higher global turnover threshold of USD 250 million (KES 32.3 billion) applies, regardless of the proportion of business conducted within the COMESA region. The CCCC has emphasised that implementing a merger without its prior approval is now prohibited.
To enforce this regime, the regulations impose substantial penalties for non-compliance. The parties breaching the notification rules face fines of up to 10% of their audited annual turnover, payable within 45 days. Failure to pay the fine within this period incurs an additional penalty of 2% per day until the full amount is settled. Concurrently, the filing fee structure has been revised upwards. For standard transactions, the fee is now 0.1% of the higher of the combined COMESA-area turnover or assets, capped at USD 300,000 which is a significant increase from the previous rate of 0.01% which had USD 200,000 cap. Digital marketplace transactions attract a fee of 0.05% of turnover, also capped at USD 300,000.
These regulatory changes in COMESA align with a broader regional trend towards tighter merger oversight. Notably, the East African Community Competition Authority (EACCA) also introduced its own mandatory pre-merger notification requirements effective November 1, 2025. The EACCA rules apply to mergers and acquisitions valued at USD 35 million (KES 4.5 billion) or more, where the involved entities intend to operate in at least two of the eight EAC member states.
An exemption is available if each merging party derives at least two-thirds of its aggregate turnover or assets from the same EAC partner state. The EACCA operates a tiered notification fee system, ranging from USD 45,000 for deals valued between USD 35 million and USD 50 million, up to USD 100,000 for transactions exceeding KES 12.9 billion.
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