UGANDA Trends and Developments Contributed by: Arnold Lule Sekiwano, Ritah Nakalema, Evelyn Maria Nakigudde and Collette Melvina Awano, Engoru, Mutebi Advocates
• in certain COMESA-related transactions, combined turnover or assets do not exceed UGX500 million but at least two-thirds of that value is generated/ located in Uganda. Notification is not required where combined turno - ver or assets do not exceed UGX500 million; where a transaction meets the COMESA Competition and Consumer Commission (“the Commission”) threshold and at least two-thirds of turnover or assets is not gen - erated or located in Uganda; where the transaction is an internal group restructuring involving wholly owned subsidiaries; or where it takes place wholly outside Uganda with no local nexus. Parties may nonetheless seek an advisory opinion from the Ministry on whether notification is required. Merger filing fees are payable on notification and are tiered according to the combined value of assets or turnover: UGX1 million for transactions between UGX1 billion and UGX10 billion; UGX2 million for those between UGX10 billion and UGX50 billion; and UGX4 million for transactions above UGX50 billion. To avoid duplication, where a merger has been notified to the Commission, parties are only required to notify the Ministry within 14 days of that filing. The Regula - tions also clarify the treatment of private equity and investment funds, the method for calculating turnover or assets for merger review, post-approval obligations where conditions are imposed, and the procedure for claiming confidentiality over submitted information. Contravention of the Regulations constitutes a crimi - nal offence, punishable by a fine of up to UGX20 mil - lion and/or imprisonment for up to ten years. The COMESA competition regime The COMESA Competition and Consumer Protection Regulations 2025 mark a significant step towards updating and enhancing the competition framework of the COMESA, and are expected to have far-reaching implications for M&A activity in Uganda, a key mem - ber state of COMESA (“Member State”). The Regulations now define a merger more broadly to include the creation of joint ventures that perform all the functions of an autonomous economic entity on a lasting basis. Importantly, they recognise that control
can arise through rights, contracts or other arrange - ments that confer decisive influence, such as voting rights or the ability to appoint or veto directors. “Merg - er” also explicitly excludes situations where control is acquired temporarily by insolvency practitioners in liquidation or winding-up proceedings. A suspensory merger control regime has been intro - duced, subject to two caveats: the Commission may grant “derogations” from the suspensory regime, and special provision is made for public takeovers. This marks a departure from the repealed regulations, which allowed mergers to be implemented before receiving the Commission’s approval, subject to post-transaction review. The Regulations designate the Commission as a one-stop shop for all mergers in COMESA, sanctioning Member States that deviate from this principle by depriving such Member States of their share of the merger filing fees paid to the Com - mission. The COMESA Competition and Consumer Protection Rules 2025 The COMESA Competition and Consumer Protection Rules 2025 provide for notification thresholds, requir - ing notification where: • 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 • 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. The Regulations have introduced specific merger noti - fication thresholds for greenfield joint ventures, where the joint venture is intended to operate in two or more Member States, at least one of the joint venture par - ents operates in two or more Member States, and the transaction meets the above prescribed finan - cial thresholds; and for mergers in digital markets, including platforms, where at least one of the parties has operations in two or more Member States and
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