Navigating Merger Control In Uganda

East Africa's merger control landscape has entered a new phase. On 1 November 2025, the East African Community Competition Authority ("EACCA") opened its doors to accepting cross-border merger notifications. For Ugandans, this development adds an additional layer of regulation for intended mergers and acquisitions alongside regional oversight from the Common Market For Eastern and Southern Africa Competition Commission ("COMESA Competition Commission") and domestic oversight from Uganda's Ministry of Trade, Industry and Cooperatives (the "Ministry of Trade").

While the goal is harmonised enforcement, parties face a transition period where competition filing obligations may be unclear and therefore must be managed carefully.

The EACCA: The new entrant

The EACCA framework brings into operation mandatory notification for mergers with a cross-border effect in the East African Community ("EAC"). Cross-border mergers are those that involve operations in two or more of the eight EAC Partner States, namely Burundi, the Democratic Republic of Congo, Kenya, Rwanda, Somalia, South Sudan, Tanzania and Uganda.

A cross-border merger or acquisition is notifiable to the EACCA if the combined turnover or assets in the EAC of the merging undertakings (whichever is higher) equals or exceeds USD 35 million and at least two undertakings to the merger or acquisition have a combined turnover or assets of USD 20 million in the EAC, unless each party achieves at least two-thirds of its aggregate turnover or assets within one and the same Partner State. Where parties achieve the two-thirds threshold in a single EAC Partner State, the merger will not be notifiable to the EACCA but may be notifiable to a national competition authority.

A person intending to execute a notifiable merger or acquisition is required to notify the EACCA promptly upon conclusion of the transaction agreement. Upon notifying the EACCA, transactions are suspended until the authority concludes its assessment and grants approval. Importantly, where notifications are filed with the EACCA, there is no need to file before a Partner State national competition authority such as the Ministry of Trade. The framework, however, enables the EACCA to consult with Partner State authorities during the assessment of the merger or acquisition.

A key clarification from the EACCA was that where a transaction with a cross-border effect had been filed with a national competition authority or the COMESA Competition Commission by 1 November 2025, then there was no requirement to notify the EACCA. After 1 November 2025 things appear less clear. Where an intended merger and acquisition have a cross-border effect within both the EAC and COMESA regions, the transaction may require dual filing obligations with both authorities. This overlap of jurisdiction for cross-border transactions applies to six of the eight EAC Partner States which are also members of COMESA, including Uganda.

EACCA and COMESA have attempted to address this overlap through a Memorandum of Understanding ("MoU") signed in June 2025. The MoU sets out modalities through which the two regional authorities will coordinate to enhance cooperation and minimize duplication. However, the MoU does not provide for a formal binding mechanism for case allocation or referrals. Until a formal binding mechanism is established, parties should anticipate and plan for dual filings at EACCA and the COMESA Competition Commission.

Until the authorities harmonize their positions, dual filings practically mean more time, documents and costs expended on the preparation and submission of separate notifications to each authority. It also begs the question – what happens if each authority makes contrary decisions? This remains to be answered in practice.

The COMESA Competition Commission: the regional veteran

The COMESA Competition Commission remains the region's most established competition authority. It retains jurisdiction over cross-border mergers and acquisitions where both the acquirer and target, or either of the parties, operate in two or more COMESA member states.

Notifiable mergers and acquisitions are those where the combined annual turnover or value of assets in the Common Market (whichever is higher) of all parties to the transaction equals or exceeds USD 50 million and the annual turnover or value of assets in the Common Market (whichever is higher) of each of at least two of the parties to the transaction equals or exceeds USD 10 million, unless each of the parties to a merger achieves two-thirds of its aggregate turnover or assets in the Common Market within one and the same Member State.

Parties that filed with the COMESA Competition Commission before the 1 November 2025 benefited from the EACCA transitional position noted above. Where filings occur after the 1 November 2025, the potential for parallel notification arises until a formal mechanism is agreed. In many cases spanning across COMESA and EAC Partner States, it is likely that the COMESA Competition Commission will remain a central venue – especially in the near term while authority coordination is finalised. The EACCA framework provides tools for case cooperation and referral to competent authorities, which may help mitigate duplication over time.

The Ministry of Trade: unchartered territory

Uganda's competition regime is nascent. The Competition Regulations (the "Regulations") detailing merger notification requirements were published in September 2025. However, practical application of the Regulations is untested. The legal framework is administered by the Ministry of Trade, which is assisted by a Technical Committee on Competition and Consumer Protection. The Technical Committee is tasked with reviewing merger notifications and approving those that have no adverse effect on competition in the market, either outright or subject to conditions. The Technical Committee has not yet been formally established and therefore no merger notifications have been tested through the Committee, although the Ministry is currently receiving merger notifications.

The Regulations expressly recognise a scenario where parties have filed a merger notification with the COMESA Competition Commission. Parties in this scenario need only inform the Ministry of Trade. No separate approval is required at a national level. This approach is designed to avoid duplicative approvals for transactions already under review by the COMESA Competition Commission.

The Regulations do not expressly recognise a scenario where a transaction is notifiable to the EACCA. The EAC framework, however, contemplates that once a cross-border merger is notified to the EACCA, there is no requirement to notify the same merger to a national competition authority. As the EACCA begins operations, the precise outline of how this rule will apply should be clarified through guidance and practice from the authorities.

Conclusion

The recent operationalisation of the EACCA and the publication of Ugandan merger notification requirements signal a significant step towards comprehensive changes to merger control in the country. In the short term, businesses should anticipate transitional overlap in the jurisdiction of the EACCA and COMESA Competition Commission. This may be managed through binding cooperation and referral mechanisms, however, to date this has not been finalised by the authorities. For clients, early assessment of their transaction is key to gain a clear understanding of where a notification is required and where information-only engagement is necessary. As guidance matures and inter-authority cooperation is formalised, the path to notification should become clearer and more predictable between the three competition authorities.

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.