ZAMBIA Law and Practice Contributed by: Emmanuel Manda, Simon Kapampa, Innocent Mung’omba and Kaluwe Libeleki, Musa Dudhia & Co.
• the Patents and Companies Registration Agency (PACRA), which is established under the Patents and Companies Registration Agency Act, No 4 of 2010. PACRA is responsible for the registration and regulation of companies; • the Competition and Consumer Protection Com - mission (CCPC), which is established under Sec - tion 4 of the Competition and Consumer Protection Act, No 24 of 2010 (“Competition Act”). The CCPC is responsible for reviewing the operation of mar - kets in Zambia and the conditions of competition in those markets, as well as investigating and assess - ing abuse of dominant positions and mergers; • the Securities and Exchange Commission (SEC), which is established under Section 7 of the Secu - rities Act,2016 (“Securities Act”). SEC regulates public M&A transactions, ensuring compliance with the Securities Act and the Securities (Takeovers and Mergers) Rules (the “Takeover Rules”); and • the Zambia Revenue Authority (ZRA). The ZRA oversees tax-related aspects of M&A transactions, ensuring compliance with applicable tax legislation. Other regulators such as the Bank of Zambia (BOZ), the Energy Regulation Board and the Pensions and Insurance Authority are also primary regulators of M&A activity in their respective sectors. 2.3 Restrictions on Foreign Investments There are generally no restrictions on foreign invest - ment in Zambia. However, certain sector- and asset- specific restrictions apply, which include the following: • Foreign entities cannot legally acquire and hold land in Zambia unless they obtain an investment licence from the Zambia Development Agency or they elect to incorporate a company in Zambia and own less than 25% of the issued share capital in the incorporated company. • A mining right over an area exceeding 6.68 hec - tares up to a maximum of 1,000 hectares can only be issued to a citizen-owned, citizen-influenced or citizen-empowered company. • Gold panning and artisanal mining is reserved only for Zambian citizens or co-operatives consisting only of Zambian citizens.
• Small-scale mining can only be undertaken by a citizen-owned, citizen-influenced or citizen- empowered company. 2.4 Antitrust Regulations Antitrust regulations applicable to business combina - tions are provided for under the Competition Act. Generally, in terms of Section 8 of the Competition Act, any category of agreement, decision or concerted practice which has, as its object or effect, the pre - vention, restriction or distortion of competition to an appreciable extent in Zambia is anti-competitive and prohibited. Additionally, the following regulations apply: • Horizontal agreements between enterprises are prohibited per se, and void, where the agreement: (a) fixes, directly or indirectly, a purchase or selling price or any other trading conditions; (b) divides markets by allocating customers, sup - pliers or territories specific types of goods or services; (c) involves bid rigging, unless the person re - questing the bid is informed of the terms of the agreement prior to the making of the bid; (d) sets production quotas; or (e) provides for collective refusal to deal in, or supply, goods or services. • Vertical agreements between enterprises are prohibited per se, and void, to the extent that they involve resale price maintenance. However, a supplier or producer may recommend a minimum resale price to the reseller of a good or a service if the supplier or producer makes it clear to the reseller that the recommendation is not binding and the product has a price stated on it and the words “recommended price” appear next to the stated price. • Any other agreement between enterprises may be prohibited by the CCPC, where it determines that the agreement has the effect of preventing, dis - torting or restricting competition or substantially lessening competition in a market for any goods or services in Zambia. • Parties to (i) a horizontal agreement that together supply or acquire 15% or more of goods or ser -
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