New COMESA Competition And Consumer Regulations Adopted With Immediate Effect - Key Changes Highlighted

On 4 December 2025, the COMESA Council of Ministers approved and adopted the final COMESA Competition and Consumer Protection Regulations, 2025 (Final Regulations), which have repealed and replaced the current COMESA Competition Regulations, 2004 (Repealed Regulations) as of 5 December 2025. The Final Regulations were first published in draftform in 2023 (Draft Regulations). We analysed the key features in a previous blog post. In this note, we highlight the most significant changes to the new regime that will be administered by the COMESA Competition and Consumer Commission (Commission) with effect from 5 December 2025 and highlight, where relevant, substantive changes between the Draft Regulations and the Final Regulations.

Some of the more significant changes proposed in the Final Regulations include the following:

• the introduction of a suspensory merger control regime, new thresholds, timelines and obligations to notify greenfield joint ventures;
• per se prohibitions on vertical restraints, a diluted dominance threshold and a new prohibition on abuse of economic dependence;
• an extended public interest mandate for the Commission, including environmental protection or sustainability as well as innovation considerations;
• a focus on digital markets, including special treatment of digital mergers, dominance in digital markets and prohibitions on specific conduct by designated gatekeepers;
• the power to conduct market inquiries;
• an enhanced consumer protection mandate, with enforceable consumer rights and prohibitions on specific conduct; and
• the introduction of new institutions and procedures, including the ability to issue interim orders and conclude settlement agreements, provisions to enhance cooperation with Member States and other authorities, and the enforcement of fines.

Each of these changes is considered in further detail below. This is not an exhaustive list of the changes that have been brought about now that the Final Regulations have been adopted.

MERGER CONTROL – SUSPENSORY REGIME, NEW THRESHOLDS, TIMELINES, GREENFIELD JOINT VENTURES

• As anticipated in the Draft Regulations, the Final Regulations have introduced a suspensory merger control regime where the Commission's approval is required before parties may implement a notifiable merger. This is a significant change from the non-suspensory regime previously in place under the Repealed Regulations. However, the Final Regulations introduce two new caveats that did not appear in the Draft Regulations: (i) the Commission may grant "derogations" from the suspensory regime, and (ii) special provision is made for public takeovers.
• The Final Regulations now expressly record that the Commission is intended to be a one-stop shop for all mergers in COMESA. They also introduce a form of sanction for Member States that do not respect this principle, for example, by stipulating that such Member States will not be entitled to their share of the merger filing fees paid to the Commission.
• There are amendments to the definition of a merger, the means by which a merger may be achieved and what constitutes a notifiable merger. The effects of these amendments will only become clearer in time but, at face value, they seem to lower the jurisdictional thresholds for transactions that are notifiable to the Commission. The financial thresholds have also been updated (see general thresholds below).
• The Final Regulations have introduced specific merger notification thresholds for greenfield joint ventures, which did not exist under the Repealed Regulations. Greenfield joint ventures will need to be notified where (i) the joint venture is intended to operate in two or more Member States, (ii) at least one of the joint venture parents operates in two or more Member States, and (iii) the transaction meets the prescribed financial thresholds (see below).
• As foreshadowed in the Draft Regulations, the Final Regulations also introduce specific merger notification thresholds for mergers in digital markets, including platforms. These will be notified where at least one of the parties has operations in two or more Member States and the merger meets the prescribed transaction value. On the face of it, parties to mergers in digital markets will be required to notify mergers that do not have regional effects in the Common Market such as instances where only the acquirer has operations in at least two Member States while the target has no operations in the Common Market.
• The Commission has published the below prescribed financial thresholds for general mergers and for mergers in digital markets.
• General merger thresholds
  • The combined annual turnover or combined value of assets, whichever is higher, in the Common Market of all parties to a merger equals or exceeds USD60 million; and
  • the annual turnover or value of assets, whichever is higher, in the Common Market of each of at least two of the parties to a merger equals or exceeds USD10 million; unless
  • each of the parties to a merger achieves at least two-thirds of its aggregate turnover or assets in the Common Market within one and the same Member State.
• Digital market mergers
  • A merger in the digital market will be notifiable if it meets a transaction value threshold of USD250 million.
• A welcome change from the Draft Regulations is that the merger review period under the Final Regulations has reverted to 120 calendar days (the Draft Regulations had provided for a review period of 120 business days). However, unlike the Draft Regulations, the Final Regulations do not provide an outer limit on the Commission's ability to extend the initial review period: the newly-established Panel Responsible for Determination will have the discretion to determine the number of days of an extension on a case-by-case basis.

RESTRICTIVE PRACTICES – PER SE PROHIBITIONS ON VERTICAL RESTRAINTS, DILUTED DOMINANCE THRESHOLD, ABUSE OF ECONOMIC DEPENDENCE

• The Final Regulations contain express per se prohibitions on the following practices between undertakings in a vertical relationship: absolute territorial protection, restrictions of passive sales, and minimum resale price maintenance. The introduction of per se prohibitions on absolute territorial protection and restrictions on passive sales were foreshadowed in the Draft Regulations but is made more express in the Final Regulations.
• The Final Regulations abandon any presumption of dominance based on market shares. Whereas the Draft Regulations included a presumption of dominance for undertakings with a market share of at least 30%, the Final Regulations contain a definition of dominance that is linked to "economic strength" and the ability of an undertaking to behave to an appreciable extent independently of its competitors, customers, suppliers and ultimately of its consumers.
• The Final Regulations also include a new definition of economic dependence, which is linked to the existence of a superior bargaining position, a lack of sufficient and reasonable possibilities for switching, and significant imbalance in power between the parties. The Final Regulations prohibit any abuse of economic dependence, but they do not provide any further details as to what type of conduct might constitute such an abuse. Similar prohibitions against the abuse of bargaining power have been introduced in South Africa but only apply to dominant buyers of goods or services, whereas it appears that the prohibition in the Final Regulations would catch conduct by an undertaking that is not a dominant buyer.

PUBLIC INTEREST – EXTENDED MANDATE INCLUDING ENVIRONMENTAL OR SUSTAINABILITY AND INNOVATION CONSIDERATIONS

• The Final Regulations have carried through the amendments initially proposed in the Draft Regulations to more clearly empower the Commission to consider the effects of mergers on the public interest. The Commission is now empowered to conduct a traditional competition effects assessment and, where it appears that a merger is likely to result in a substantial lessening of competition, to consider whether the transaction may be justified by public interest grounds which outweigh its anticompetitive effects (in addition to traditional efficiency-based justifications).
• This is similar to the assessments mandated by the South African competition legislation except that, under the South African regime, the competition and public interest assessments are co-equal whereas the Final Regulations make it clear that the Commission will place a greater weight on the outcomes of the competition assessment. The public interest factors which the Commission can consider are similar to the factors seen elsewhere in Africa but also include novel factors such as the effect of mergers on environmental protection or sustainability considerations as well as innovation.

FOCUS ON DIGITAL MARKETS – SPECIAL TREATMENT OF DIGITAL MERGERS, DOMINANCE IN DIGITAL MARKETS AND DESIGNATED GATEKEEPERS

• The Final Regulations retain the special considerations for assessing dominance in digital markets that were anticipated in the Draft Regulations, namely data quantity, accessibility and control, and network effects.
• The Final Regulations include new substantive provisions prohibiting certain conduct by designated gatekeepers. While provisions of this nature were foreshadowed by the Draft Regulations, these provisions have been significantly expanded in the Final Regulations. "Gatekeepers" are now defined as digital service providers operating a core platform service that serves as an important gateway for business users to reach end-users and enjoys an entrenched and durable position in their operations or is likely to enjoy such a position in the near future. No quantitative thresholds for assessing these criteria are provided at this stage. The specific conduct prohibited for gatekeepers includes price parity clauses, anti-steering provisions, self-preferencing, differential treatment of small and medium enterprises, restrictions on data portability, and identification of paid ranking.

MARKET INQUIRIES

• The Final Regulations empower the Commission to conduct market inquiries where it considers it necessary or desirable to do so. The Commission has the power to request information from any person in the conduct of its market inquiries, and any such person will be obliged to provide the information requested by the Commission or potentially be liable for a penalty of up to 10% of their turnover for failing to do so.
• Upon the conclusion of a market inquiry, the Commission is empowered to take various actions including initiating an investigation into specific conduct by undertakings and entering into agreements with those undertakings to implement remedial measures for any conduct.

CONSUMER PROTECTION – ENHANCED MANDATE, ENFORCEABLE RIGHTS, HARMFUL DIGITAL CONTENT

• A key element of the Final Regulations, which was foreshadowed in the Draft Regulations, is the enhancement of the Commission's consumer protection mandate – it is now officially the "COMESA Competition and Consumer Commission". The Final Regulations record the Commission's express consumer protection mandate alongside, and with equal prominence to, its competition mandate.
• A number of enforceable consumer rights are established in the Final Regulations in addition to specific prohibitions on, among other things, false or misleading representation, unconscionable conduct, and unfair consumer contract terms.
• Consistent with the focus on digital markets more generally, the Final Regulations contain specific prohibitions on the supply of digital content that causes (or may cause) distress, harm, or adverse effects on consumers. The Final Regulations also expressly provide that dark patterns and scams are per se prohibited.

NEW INSTITUTIONS AND PROCEDURES – INTERIM ORDERS, SETTLEMENT AGREEMENTS, ENHANCED COOPERATION WITH MEMBER STATES, ENFORCEMENT OF FINES

• The Final Regulations establish a "Panel Responsible for Determination", which is the new primary decision-making body of the Commission for competition and consumer protection matters (including determinations on prohibited conduct and mergers). The Panel will consist of between three and five Commissioners appointed from the Board, with appropriate qualifications and experience in economics, law, competition law and policy, consumer protection and/or commerce. This is a shift away from the significant reliance that had been placed on the role of "Executive Director" under the Draft Regulations.
• The Final Regulations enable the Commission to issue interim orders for undertakings to cease and desist from engaging in conduct that the Commission considers would likely contravene the regulations and which warrant urgent intervention to prevent serious and irreparable damage to competition or consumer welfare, or to protect the public interest. Notably, interim orders can be issued pending either the completion of an investigation or the completion of a market inquiry (the latter being a new addition that did not appear in the Draft Regulations).
• The Final Regulations make express provision for the Commission to enter into settlement agreements. While similar provisions were contemplated in the Draft Regulations, notable elements of the Final Regulations are that a settlement: (i) can be concluded with or without admitting liability, but (ii) must include a fine "as determined by the Commission". This is in addition to an acknowledgement by the undertaking that it engaged or participated in the conduct, and a commitment to cease the conduct or offer remedies to address the Commission's concerns.
• The Final Regulations include additional provisions for enhanced cooperation among national, regional and continental competition authorities. National authorities of COMESA Member States are not permitted to initiate investigations where the matter is already under investigation by the Commission, and must engage with the Commission where conduct already under investigation by the national authority might fall within the Commission's jurisdiction. The Final Regulations also state that the Commission will establish a competition network and a consumer network as platforms to facilitate cooperation between the Commission and the Member States' national authorities in the enforcement of the Final Regulations.
• In addition, the Final Regulations include new provisions governing the enforcement of fines imposed by the Commission. These include that any fine imposed by the Commission must be paid within 45 days, and that failure to do so attracts a penalty of 2% of the fine amount per day. Mechanisms will be set up for the sharing of fines payable with Member States affected by the conduct.

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.