UGANDA Trends and Developments Contributed by: Arnold Lule Sekiwano, Ritah Nakalema, Evelyn Maria Nakigudde and Collette Melvina Awano, Engoru, Mutebi Advocates
Recent actions by the COMESA Commission In 2025, the Commission recorded a marked increase in merger notifications across the Common Market, spanning diverse sectors such as telecommunica - tions, banking, finance, education, e-commerce, manufacturing, insurance and agriculture. For Ugan - da, two filings stand out: a proposed merger involv - ing Absa Bank Uganda Limited and the wealth and retail banking business of Standard Chartered Bank Uganda Limited, currently under decision by the Com - mission; and the proposed acquisition by Koryfes S.A. of Sarrchem International Limited and Sarrchem Inter - national (Uganda) Limited, approved in August 2025. The increase suggests that 2026 will see more trans - actions subjected to COMESA review, especially as regional integration deepens. Tax Considerations Stamp Duty (Amendment) Act 2025 The Stamp Duty Act was amended to remove stamp duty payable on any agreement or memorandum of an agreement except a sale-based financing agree - ment between the vendor or borrower and a person licensed to carry on Islamic financial business. Tax Procedures Code (Amendment) Act 2025 The registration number issued by the Uganda Reg - istration Services Bureau (URSB) to a non-individual shall now be that non-individual’s Tax Identification Number (TIN). Alternatively, the company shall use a TIN issued by a foreign tax authority with which Ugan - da has a tax treaty or agreement for the exchange of information. The Act also prohibits a local authority, government institution or regulatory body from issuing a licence or any form of authorisation necessary for purposes of conducting any business in Uganda to any person without either of these. Further, it is now mandatory for casino, gaming and betting operators to process all wagers and payouts through a centralised payments gateway licensed by the BoU and linked to the Uganda Revenue Authority electronic notice system, thereby increasing regula - tory oversight and compliance obligations. Non-inte - gration attracts a penal tax of double the gaming or withholding tax due or UGX110 million, whichever is higher.
the merger meets the prescribed transaction value of USD250 million. Dominance in digital markets is assessed based on data quantity, accessibility and control, and network effects. The Regulations prohibit certain conduct by designated “gatekeepers”, which are defined as digital service providers operating a core platform service serving as an important gateway for business users to reach end-users that enjoy, or are likely in the near future to enjoy, durable positions in their operations. The merger review period has reverted to 120 calen - dar days, although the Regulations do not limit the Commission’s ability to extend the initial review peri - od, and this determination is on a case-by-case basis. Further, the Commission is now empowered to con - duct 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 that outweigh its anti-competitive effects (in addition to traditional efficiency-based jus - tifications). The Regulations introduce public interest factors into the merger evaluation process, taking into account the broader societal impact of mergers, such as effects on employment, the competitiveness of small and medium-sized enterprises, the ability of the Common Market to compete with international markets, and considerations relating to environmen - tal sustainability. In terms of enforcement of the Regulations, the Com - mission will establish a competition network and a consumer network as platforms to facilitate co- operation between the Commission and the Member States’ national authorities. The Regulations provide that fines imposed by the Commission must be paid within 45 days, failure to do which 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. Notably, Member States will be prohibited from rely - ing on their own competition laws when dealing with conduct covered by the Regulations.
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