The Competition Regulations, 2025 (the "Regulations") have officially been published bringing to life a long-awaited framework for the implementation of the Competition Act (the "Act").
Background
The publication of the Regulations follows a period of public consultation that began in December 2024 culminating in the listing of the final Regulations in the Uganda Gazette on 8 August 2025. Stakeholders from across different sectors contributed to refining the draft version. Members of our team attended these consultations and are pleased to have contributed to the final recommendations.
Issued under the authority of the Minister of Trade, Industry and Cooperatives, the Regulations document a set of procedures and rules for the regulation of anti-competitive practices, the abuse of dominance, merger control and the establishment of an administrative mechanism for enforcement.
Administrative structure and technical committee
The Regulations confirm that the Ministry of Trade, Industry and Cooperatives (the "Ministry") will administer the implementation of the Act, through a technical committee composed of a chairperson and six members appointed by the Minister. Members of the technical committee will be drawn from government, the private sector and academia with specific eligibility criteria to ensure independence.
The technical committee is tasked with promoting fair competition, protecting consumer interests, monitoring and investigating anti-competitive conduct, approving mergers and advising on policy and legislative matters. Critically, the technical committee is empowered to mediate disputes between the Ministry and persons affected by decisions of the Ministry.
Prohibition of anti-competitive practices and agreements
The Regulations provide for preliminary inquiries into alleged anti-competitive practices or agreements, which may be initiated by the Ministry or upon complaint by any aggrieved person, including anonymous submissions. The Ministry must determine within 30 days whether there are reasonable grounds for a full inquiry. The Regulations clarify that the Ministry will not investigate matters already before the courts or where complainants fail to cooperate with or provide information sought by the Ministry.
Abuse of dominant position
A significant portion of the Regulations is devoted to the assessment and prohibition of abuse of dominance. The Ministry or technical committee is required to first establish dominance, considering factors such as market share (30% or more for single dominance, 60% or more for collective dominance), size and resources, economic power, technical advantages, consumer dependence, monopoly status, entry barriers, and countervailing market power. The Regulations also provide detailed guidance on the assessment of dominance in multi-sided markets and network industries and clarify that market share alone is not determinative.
Once dominance is established, the Ministry will then determine whether there is abuse. Specific forms of abuse addressed in the Regulations include:
- Refusal to deal, including a margin squeeze and denial of access to essential facilities or data, particularly in the digital economy;
- Tying arrangements, where the sale of one product or service is conditioned on the purchase of another;
- Predatory pricing, defined as pricing below average cost with the intent to exclude competitors; and
- Exclusive supply and distribution agreements.
Merger Control
The Regulations introduce a comprehensive merger control regime, requiring the notification of mergers, acquisitions and joint ventures that meet specific thresholds.
Key features of the regime include:
- Notification thresholds based on combined turnover or value of assets, with detailed guidelines for calculation and sector-specific provisions (e.g. carbon-based minerals);
- Filing fees applicable to a notifiable merger;
- Exemptions for certain transactions, including intra-group restructurings, transactions outside Uganda with no local effect, and those meeting thresholds prescribed under the Common Market for Eastern and Southern Africa ("COMESA") Competition Regulations;
- Publication requirements for notifiable transactions and opportunities for third-party submissions;
- Procedures for Ministry review, including requests for information, hearings and consultations with other Government agencies; and
- The power to impose structural or behavioural remedies where a merger raises competition or public interest concerns.
The Regulations also address the treatment of private equity and investment funds, the calculation of turnover or assets for merger review and the steps that may be required once a merger is approved with conditions.
Complaints, Investigations and Enforcement
The Ministry is empowered to investigate suspected infringements of the Act, whether on its own initiative or upon complaint. The Regulations set out procedures for preliminary assessment, requests for further information and grounds for declining to investigate.
Where infringements of the Act are established, the Ministry may refer matters for prosecution. The court shall then determine the appropriate fine considering factors such as whether the infringement has resulted in anti-competitive effects, whether the target undertaking was in significant financial distress at the implementation of the merger and the level of cooperation of the parties during the investigation.
Penalties for contravention include fines up to UGX 20million (approx. USD 5,713) or imprisonment for up to ten years.
Confidentiality and Forms
The Regulations provide mechanisms for parties to claim confidentiality over submitted information, with the Ministry required to assess and determine such claims on a case-by-case basis. Forms for complaints, merger notifications, and confidentiality claims are also prescribed in the Schedules to the Regulations.
Delay to publish
The Act required the Minister of Trade to present regulations before Parliament by 21 October 2024. The Regulations have been published in September 2025, 11 months after the statutory deadline. As a result, affected parties may seek to have the overdue instrument nullified for contravening provisions of the Act.
Challenges to implementation
The effective enforcement of the Regulations depends largely on the capacity of the Ministry and the technical committee. Foreseeable challenges include limited staffing expertise in competition law and economics, delay in the appointment of the technical committee members and possible funding challenges for comprehensive market studies and investigations.
The Regulations also provide that any anti-competitive practice or agreement which is subject to a court process may not be considered by the Ministry. This may cause undue delay in investigating and hearing of competition matters.
Overlaps may also exist between the Regulations and sector-specific regulators. Lack of clear protocols for inter-agency cooperation upon reference of competition matters to the Ministry may result in conflicting decisions and uncertainty for businesses.
Conclusion
The Competition Regulations, 2025, mark a significant step in operationalising Uganda's competition law framework. By providing detailed substantive and procedural rules, the Regulations are expected to enhance transparency, predictability and effectiveness in the enforcement of competition law. Importantly, the Regulations align Uganda with regional and international best practices and with proper implementation will support a competitive, consumer-friendly market environment.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
