COMESA’s revised merger control rules, effective in 2025, now cover all industries, including digital markets, with tighter thresholds and enforcement mechanisms enforced by the COMESA Competition and Consumer Commission (CCCC), headquartered in Lilongwe, Malawi. The framework requires mandatory pre-merger notifications for transactions meeting specific criteria, or legal consequences may follow if deals proceed without approval.
The CCCC administers these rules through updated regulations and guidelines issued in 2025. The body operates across all economic sectors, including digital platforms, with a notification threshold of COM$250 million for transactions in this space. COMESA’s rules apply to all economic activities conducted within or having an effect in two or more Member States, ensuring foreign-to-foreign mergers are notifiable where thresholds are met and there is an effect in two or more Member States.
The CCCC collaborates with other African competition authorities through memorandums of understanding and engages with national antitrust agencies. These partnerships seek to harmonize enforcement practices, though the 2025 revisions introduced stricter definitions of control—including minority shareholdings capable of decisive influence—and clarified joint venture requirements.
2025 Rule Changes Overview
Key revisions from 2025 include:
- A broader definition of “merger,” now encompassing acquisitions, shifts in control, and joint ventures operating for three years or longer.
- Stricter notification thresholds, particularly for digital market transactions set at COM$250 million.
- Mandatory suspensory provisions, meaning transactions cannot close until receiving CCCC approval, except in cases where a waiver is granted.
The rules also treat transactions occurring within a two-year period as a single merger, evaluated based on the most recent transaction date. This prevents companies from structuring deals to avoid regulatory scrutiny. The CCCC retains the power to block transactions violating competition laws.
A significant development is the heightened focus on digital markets. While COMESA’s merger rules have historically applied to all sectors, the 2025 amendments explicitly lowered the notification bar for digital transactions. The CCCC now examines platforms and acquisitions in digital spaces with greater scrutiny.
Stricter Joint Venture Notification Rules
Joint ventures must now meet stricter criteria to trigger notification obligations. Only those with autonomous functions for at least three years are subject to review. The CCCC assesses thresholds based on parent companies’ turnover rather than the joint venture’s own revenue, a detail that may surprise some businesses.
The CCCC’s jurisdiction extends to internal corporate restructurings, though it does not intervene if one entity already holds control over another. However, transfers related to liquidation, winding up, insolvency, cessation of payment, composition, or analogous proceedings are exempt from review, helping to avoid unnecessary oversight in distressed sales.
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Foreign-to-foreign mergers remain fully subject to COMESA’s rules if they affect the common market. The CCCC applies the same thresholds regardless of whether the involved parties operate in multiple member states or just one, ensuring consistency in enforcement.
New Filing Fee and Currency Guidelines
The 2025 updates also introduced clearer procedures for filing fees and currency conversions, using COMESA’s official exchange rates. Companies must carefully calculate turnover and asset values, as errors can delay approvals.
Unlike some regional economic blocs, COMESA’s merger regime cannot be bypassed if thresholds are met. Even if parties believe a deal poses no competition risk, they must notify the CCCC or face penalties. The suspensory nature of the regime means transactions cannot close until approval is received, unless a waiver is secured.
The CCCC’s approach aligns with international standards, treating related transactions as unified deals and evaluating them comprehensively. However, case-specific variations remain possible, meaning businesses should seek specialized legal advice for complex structures such as acqui-hires or multi-step acquisitions.
Digital markets now face additional oversight. The COM$250 million notification threshold in this sector reflects COMESA’s commitment to regulating platforms and cross-border digital acquisitions. The Merger Guidelines specify that minority investments granting control rights can trigger notification requirements.
The 2025 amendments are expected to be supported by the publication of subordinate practice notes and guidelines during the course of 2026. These documents will assist businesses in addressing ambiguous areas, such as determining when a joint venture’s operational independence begins or structuring deals to avoid unintended notifications.
Businesses should note the following practical considerations:
- Digital transactions now face a lower notification threshold of COM$250 million.
- Joint ventures must demonstrate autonomous operations for at least three years to avoid regulatory review.
- Transactions occurring within a two-year window are treated as a single deal for assessment purposes.
- Foreign-to-foreign mergers remain fully subject to COMESA’s rules if they impact the common market.
- Standstill provisions apply unless a waiver is granted.