EAC Mandatory merger notification regime commences in November

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The East African Community Competition Authority (EACCA) has announced that it will commence receiving and reviewing mandatory cross-border merger notifications with effect from November 01, 2025.

This represents a significant development for transactional planning involving operations in two or more of the eight EAC Partner States: Burundi, the DRC, Kenya, Rwanda, Somalia, South Sudan, Tanzania, and Uganda (EAC Community).

According to a new document issued, the criteria for mandatory EACCA notification if:

Transaction will be subject to mandatory notification to the EACCA if the merging parties carry on business in at least two EAC Partner States;

The combined turnover or assets in the EAC Community of the merging undertakings, whichever is higher, equals to or exceeds $35m and

At least two undertakings to the merger or acquisition have a combined turnover or assets of $20m in the EAC Community, unless each of the parties to a merger achieves at least two-thirds of its aggregate turnover or assets in the EAC Community within one and the same EAC Partner State.

The document further explained that the understanding from the EACCA is that the target undertaking must be present in at least one EAC Partner State, either through assets in the region or sales into the region, before the EACCA can assert jurisdiction.

Transactions falling below the financial thresholds and those meeting the two-thirds rule in one Partner State need not be notified to the EACCA.

Transactions pending before a national competition authority or concluded before November 01, 2025, will be exempt from the new regime.

It is notable that in the EAC Community, competition law is actively enforced in Kenya and Tanzania; competition legislation and a competition regulator is in place in Burundi, the DRC, and Rwanda; competition legislation is in place in Uganda; a Competition Bill is in place in South Sudan; and processes are underway to develop competition legislation in Somalia.

The EACCA intends to operate as a one-stop shop for merger transactions in the EAC Community and has advised that once a cross-border merger is notified to the EACCA, there is no requirement to notify the same merger to the national competition authorities in any of the EAC Partner States.

However, the complexity which arises is that six of the EAC Partner States, namely, Burundi, the DRC, Kenya, Rwanda, South Sudan, and Uganda, are also member states of the Common Market for Eastern and Southern Africa (COMESA), where competition law is regionally regulated by the COMESA Competition Commission (CCC).

To address this, the EACCA and CCC have concluded a non-binding Memorandum of Understanding providing for information sharing, coordination of merger investigations, and efforts to avoid duplication of enforcement activity.

Notwithstanding these arrangements, the risk of dual filings remains because the current legislative frameworks of both authorities do not provide for referral mechanisms or confer exclusive jurisdiction in cross-border cases.

Whilst the EACCA and CCC are working together to avoid the possibility of parallel EACCA and COMESA filings, it is not yet clear whether this issue may be resolved by 1 November 2025.

As the EACCA is a suspensory regime, parties will be required to await EACCA approval before implementing any notifiable transaction. Prior implementation of a merger can attract financial penalties of up to 10% of an undertaking’s annual turnover within the EAC Community for the preceding financial year.

While the EACCA’s intention to act as a “one-stop shop” is clear, practical implementation may be gradual, and binding legislative amendments will be necessary to resolve dual jurisdiction issues definitively.

The writer is a Partner and Head of Competition (Kenya).