Merger Control in Uganda: Navigating the Approval Process

A Nexia Uganda insight on the Competition Act and the Competition Regulations, 2025

Uganda now has a fully operational, suspensory merger control regime. Any merger, acquisition of control or joint venture that crosses modest financial thresholds must be notified to, and cleared by, the Ministry of Trade, Industry and Cooperatives before it is implemented. A transaction closed without clearance is void in law and exposes the acquirer to a fine of up to 10% of its annual turnover.

At a glance

Who regulates: the Ministry of Trade, Industry and Cooperatives (MTIC), through its Department of Competition and Consumer Protection, supported by a seven-member Technical Committee.
What is caught: mergers, acquisitions of control and joint ventures. "Control" starts at the ability to exercise 49% or more of voting rights, or to appoint a board majority, or otherwise to control a business's affairs.
When to file: where the parties' combined Ugandan turnover or assets (whichever is higher) is at least UGX 1 billion and the target's exceeds UGX 500 million, among other triggers.
Cost: filing fees of UGX 1 million to UGX 4 million, payable through URA before the Ministry will process a notification.
Timeline: a statutory review period of 120 days, after which silence is deemed approval.
Risk of getting it wrong: a void transaction, fines of up to 10% of turnover, and personal criminal exposure for directors and officers.

Why this matters now

For two decades, Uganda was one of the few East African economies without a general competition law. That changed when the President assented to the Competition Act, 2023 on 2 February 2024 (now cited in the Revised Edition as the Competition Act, Cap. 66). The Act, however, left the operational detail of merger control, including the notification thresholds, to regulations that the Minister was required to lay before Parliament within six months of commencement.

Those regulations arrived as the Competition Regulations, 2025 (S.I. No. 60 of 2025), made on 21 July 2025 and published in the Uganda Gazette of 8 August 2025. With them, the merger regime moved from principle to practice:

the Ministry began receiving and processing merger notifications in early 2026;
from May 2026, following integration of the payment system with the Uganda Revenue Authority, payment of the prescribed filing fee became a precondition to any notification being accepted for review;
the Ministry is now enforcing the requirement to publish proposed transactions in a newspaper of wide circulation, and the first transactions have been publicly notified.

The practical consequence is clear. Competition clearance in Uganda is no longer a theoretical step that can be deferred to post-completion housekeeping. It is a gating condition that must be built into the deal timetable from the term-sheet stage, for domestic transactions and for foreign deals with a Ugandan footprint alike.

The legal and institutional framework

Merger control in Uganda rests on two instruments, read together.

Instrument	What it does for mergers
Competition Act, 2023 (Cap. 66), Part V, ss. 15–17	Creates the duty to notify, the 120-day review period, deemed approval, the assessment criteria, conditional approval and prohibition, and the penalties
Competition Regulations, 2025 (S.I. No. 60 of 2025), Part V, regs. 26–37 and the Schedules	Prescribes the Merger Notification Form, publication, filing fees, numerical thresholds, exempt transactions, gun-jumping indicators, turnover computation, assessment tools and remedies

The regulator. Unlike Kenya or Tanzania, Uganda has not created a standalone competition authority. The Act is administered by the Ministry responsible for trade (s. 4), acting through the Commissioner responsible for competition and consumer protection. The Ministry's functions expressly include approving mergers, acquisitions and joint ventures that have no adverse effect on competition (s. 5(e)).

The Technical Committee. The Act establishes a Technical Committee on Competition and Consumer Protection within the Ministry (s. 7). Under regulations 5 to 12 it comprises a chairperson and six members appointed by the Minister for renewable three-year terms, drawn from government, the private sector and academia. The chairperson may not be a serving public officer, nor have been employed by government in the preceding year. The Commissioner serves as non-voting secretary. Market commentary in August 2026 indicated that the Committee had not yet been fully constituted, although this has not prevented the Ministry from receiving and processing notifications.

Sector regulators. Where a party before a utility or service regulator alleges that a decision will affect competition, that regulator must refer the matter to the Ministry and may not make a final order until the Ministry gives its opinion (s. 6). Sector approvals, for example from the Bank of Uganda, Insurance Regulatory Authority, Capital Markets Authority or Uganda Communications Commission, remain separate and additional. The Notification Form itself asks whether other regulators have been notified.

What transactions are caught

The regime applies to three types of transaction, each defined in s. 3 of the Act:

Merger: an amalgamation or joining of two or more firms into an existing firm or to form a new firm.
Acquisition: acquiring, or agreeing to acquire, directly or indirectly, shares, voting rights, management control or control over assets in a person.
Joint venture: a person subject to joint control by two or more economically independent undertakings. Only full-function joint ventures are notifiable (reg. 31(1)(a)).

Control is the organizing concept. Under s. 15(10), control means the right to exercise restraint or direction over another person, and includes:

the ability to exercise 49% or more of the voting rights;
the ability to appoint more than half of the board; or
the ability to control the person's affairs.

The 49% voting threshold is notably lower than the simple majority used in many jurisdictions, and the third limb is open-ended. Minority investors with veto rights over budgets, business plans or senior appointments should therefore assess carefully whether they acquire control. For private equity and venture capital funds, control is always deemed to rest with the general partner (reg. 33), and turnover is aggregated across all portfolio entities the investment company controls.

Transactions outside the regime. Regulation 31 removes several categories from notification, including:

acquisitions solely as an investment, or in the ordinary course of business, that give the acquirer less than 20% of shares or voting rights and no control;
securities underwriting and stockbroking in the ordinary course;
acquisitions of current assets, stock-in-trade, raw materials, stores and spares in the ordinary course;
bonus issues, share splits, buy-backs and rights issues that do not lead to a change of control;
the appointment of a receiver or administrator, or an arrangement with creditors, without a change of control;
acquisitions by an undertaking that already controls the target, except a move from joint to sole control;
intra-group restructurings involving wholly owned subsidiaries within the same group; and
transactions taking place wholly outside Uganda with no connection to Uganda.

Notification thresholds, exclusions and call-in powers

The Act leaves the thresholds to the Minister (s. 15(2)). They are set in the Merger, Acquisitions and Joint Venture Threshold Guidelines scheduled to the Regulations. All tests use the higher of turnover or assets in Uganda.

Category	Test	Consequence
Notifiable (para. 4(a))	Combined turnover or assets of at least UGX 1 billion and target turnover or assets above UGX 500 million	Mandatory notification and prior approval
Notifiable (para. 4(b))	Acquirer's turnover or assets above UGX 10 billion and the parties are in the same market or can be vertically integrated	Mandatory notification, regardless of target size
Notifiable (para. 4(c))	Carbon-based minerals (oil, gas, coal): reserves, rights and associated assets held after the deal exceed UGX 10 billion	Mandatory notification
Notifiable (para. 4(d))	Parties operate in COMESA and two-thirds or more of their turnover or assets is in Uganda	Notify Uganda rather than COMESA
Excluded, approval required (para. 5)	Combined turnover or assets between UGX 500 million and UGX 1 billion; or prospecting in carbon-based minerals, regardless of value	Apply for exclusion; Ministry to respond within 14 days
Excluded, no approval (para. 6)	Combined turnover or assets not exceeding UGX 500 million; or the COMESA threshold is met and at least two-thirds of turnover or assets is outside Uganda	No Ugandan filing (for COMESA deals, inform the Ministry in writing within 14 days of the COMESA filing)

These thresholds are low by regional standards. A combined figure of UGX 1 billion captures a large share of mid-market and even SME transactions, including many acquisitions of family businesses, schools, clinics, SACCO-linked enterprises and professional practices.

The Ministry can call in smaller deals. Regulation 30(2) allows the Ministry to require parties to seek approval even where a transaction falls below the thresholds, if it is likely to substantially prevent or lessen competition, restrict trade or raise public interest concerns. Parties in concentrated markets, or acquiring a close competitor, should not treat a sub-threshold result as the end of the analysis.

Advisory opinions. Where it is unclear whether a transaction is notifiable, an undertaking may seek an advisory opinion from the Ministry (reg. 29 and para. 11 of the Guidelines). Given the novelty of the regime, this is often a prudent step.

Filing fees and how turnover and assets are computed

Filing fees are banded by the parties' combined turnover or assets (Part D of the Guidelines). They are paid on or before filing, through the URA payment system, and are non-refundable, including where a notification is withdrawn or deemed abandoned (reg. 28; para. 10(8)).

Combined turnover or assets (UGX)	Filing fee (UGX)
Up to 500 million	Nil (excluded)
500,000,001 to 1 billion	Nil (exclusion application requiring Ministry approval)
1,000,000,001 to 10 billion	1,000,000
10,000,000,001 to 50 billion	2,000,000
Above 50 billion	4,000,000

The fees are modest. The real cost lies in preparing a complete filing and in managing the timetable.

Computing the numbers correctly is where most errors occur. The Guidelines (para. 9) and regulation 34 set the rules:

Source: the undertaking's most recent audited financial statements. If these are incomplete or unreliable, the Ministry may determine the figures by applying IFRS.
Turnover: revenue in the preceding financial year from the sale of goods or services within the undertaking's ordinary activities. The Act separately defines turnover as the latest audited gross sales.
Assets: the gross value of assets on the most recent balance sheet.
Acquirer group: aggregate the Ugandan turnover or assets of the acquiring undertaking, its parent, its subsidiaries and the parent's other subsidiaries.
Target: the undertaking concerned, its subsidiaries, or the segment of the business being acquired.
Post-balance-sheet changes: add assets acquired and exclude assets divested since the last balance sheet.
Intra-group trading: disregard sales between group companies.
Banks and other financial institutions: use the sum of interest income, securities income, income from participating interests and affiliates, commissions, net profit on financial operations and other operating income.
Joint ventures: attribute the JV's turnover or assets equally between its controlling parents, whatever their actual shareholdings.

Because filing fees, thresholds and the potential penalty for gun-jumping all turn on these computations, they deserve the same rigour as any financial due diligence workstream.

The approval process, step by step

The statutory process runs from notification to a decision within 120 days, with built-in stages for publication, third-party comment and negotiated conditions.

Merger approval flow under ss. 15–17 of the Act

Pre-filing assessment. Confirm whether the transaction is a merger, acquisition of control or full-function JV; compute turnover and assets; check COMESA and EAC exposure; consider an advisory opinion where the position is unclear.
Timing of the notice (s. 15(4)). Notice is given at a defined trigger point:

for a merger or amalgamation, after the boards of the parties have accepted the proposal;
for an acquisition of control, after the conclusion of negotiations of the acquisition agreement;
for a joint venture, after the parties have executed the JV agreement.

Who files. The person acquiring control (s. 15(5); reg. 26(2)). In practice the target's cooperation is essential, since the Form requires information about both parties.
Pay the fee and file. Pay the applicable fee through URA, then submit the Merger Notification Form with supporting documents to the Permanent Secretary, MTIC, Farmers House, Parliament Avenue, Kampala. Documents may be delivered by hand, registered letter or email; anything delivered outside office hours is deemed received the next working day (reg. 13).
Publication (s. 16(2); reg. 27). The Ministry directs the parties to publish the transaction, in their joint names, in a newspaper of wide circulation where the parties are located, for 14 days. The notice states the parties, the type of transaction, its effect (including any branch closures), related transactions, and the window for interested parties to respond. Commercially sensitive material can be protected through the Confidentiality Claim Form (reg. 40).
Third-party comments (s. 16(3)–(4)). The Ministry may invite anyone affected to file written comments or objections, and must take them into account.
Investigation (reg. 35). The Ministry may request information from the parties and third parties, interview the parties, convene a hearing conference, consult other government agencies and hear the parties before declining or conditionally approving a deal. A party that fails to respond to an information request within 21 days is deemed to have abandoned the merger (para. 10(6)).
Decision (s. 17).

Unconditional approval where there is no adverse effect on competition.
Conditional approval: the Ministry proposes conditions; the parties have 14 days to accept, or may apply for modifications. If the Ministry rejects the modifications, it sets a further period for consent. Failure to consent is treated as a rejection.
Prohibition where the transaction has, or is likely to have, an appreciable adverse effect on competition.

Deemed approval (s. 15(9)). If the Ministry fails to communicate a decision within 120 days of receiving the notice, the transaction is taken to have been approved.
Post-approval compliance and appeal. Conditional approvals may require periodic compliance reports (reg. 36(2)). Any person aggrieved by a decision may appeal to the High Court (s. 26).

Information and documentation requirements

The Merger Notification Form in Schedule 2 is tiered: the more likely a deal is to raise concerns, the more the parties must disclose. Omitting relevant information delays the review, and the Form requires parties to disclose documents even where they are inconsistent with the case being made.

Part	Who completes it	What it covers
Part I: Basic information	All notifying parties (questions 1–26 only for exclusion applications)	Parties, controllers and shareholders, group structures, directors and nationalities, prior mergers, SIC codes, geographic reach, Ugandan turnover and assets, consideration, transaction type, other regulators notified, ownership before and after, business rationale, effects on employment, SMEs and exports, efficiencies, failing-firm evidence
Part II: Products and services	Parties that overlap horizontally or have a vertical relationship	Products and services by area, three years of market share estimates, main suppliers and customers, nature of any vertical relationship, board papers, internal competition analyses, business and marketing plans
Part III: Detailed competition assessment	Overlapping parties where a combined share above 35% is likely in any market, or a party is dominant	Three years of monthly prices and volumes by region, pricing and discount policy, substitutes, basis of competition, top five customers and suppliers, imports, key contracts, barriers to entry and regulatory requirements
Part IV: Declaration	All	Signed and sealed statement that the filing is true, correct and complete, with an affidavit where information is unavailable

Core supporting documents for every filing include a signed sale and purchase agreement; audited financial statements for the last three years, signed by the board and a certified public accountant; the latest annual reports and board resolutions approving the transaction; certificates of incorporation across the ownership chain; and a breakdown of employees with plans for cost savings, efficiencies and investment evaluation.

Public interest matters carry real weight. The Form asks specifically about job losses (number, skill level and justification), the effect on Ugandan firms' ability to compete internationally, and the effect on SMEs. Claimed benefits to the economy must be backed by evidence showing why the merger is needed to realise them.

How the Ministry assesses a merger

The central question is whether the transaction causes, or is likely to cause, an adverse effect on competition in a market in Uganda (s. 15(6)). Section 15(11) lists the factors the Ministry may weigh. They fall into four groups.

Market structure: the market shares of the parties; the level of mergers, acquisitions or joint ventures in the market; and the nature and extent of vertical integration.
Competitive constraints: actual and potential competition from imports; barriers to entry; countervailing buyer power; the availability of substitutes; and the extent of effective competition remaining after the deal.
Likely effects: whether the parties could significantly and sustainably increase prices or margins; whether a vigorous and effective competitor would be removed; and the nature and extent of innovation in the market.
Balancing: the possibility of a rise in failing businesses; and whether the benefits of the transaction outweigh its adverse impact.

The last factor matters. Uganda's test is not purely about competition: efficiencies, failing-firm arguments and public interest considerations such as employment can be weighed against harm, provided the parties prove them.

The Regulations' guidance on dominance is also relevant. A person supplying or acquiring 30% or more of particular goods or services, or three or more persons together holding 60% or more, will attract attention, since this is a key indicator of dominance under the Act (s. 11(2)(a); reg. 16). Market share alone is never conclusive (reg. 18), and the Ministry will look at entry barriers, buyer power and, in digital and multi-sided markets, network effects and access to data (reg. 17(4)).

Gun-jumping, sanctions and personal liability

Uganda's regime is suspensory. A notifiable merger, acquisition or joint venture entered into without notice is void (s. 15(3)), and closing before clearance is the most serious compliance risk a deal team faces.

What counts as implementation. Regulation 32 lists the indicators the Ministry may consider in deciding whether a deal was implemented in breach of the Act:

actual integration of any aspect of the parties, such as infrastructure, information systems, employees, corporate identity or marketing;
placement of the target's employees in the acquirer;
any effort by the acquirer to influence the target's competitive behaviour, such as setting prices, limiting discounts or restricting sales to certain customers or products; and
exchange of strategic information beyond what is needed for valuation or due diligence on a need-to-know basis.

Clean-team protocols, conduct-of-business covenants that stop short of control, and disciplined integration planning are therefore essential between signing and clearance.

Penalties. A currency point is UGX 20,000.

Breach	Maximum penalty
Failure to notify a notifiable transaction (s. 15(8))	Fine of up to 10% of annual turnover
False statement or knowing omission by a party to a merger (s. 15(12))	1,250 currency points (UGX 25 million), up to 10 years' imprisonment, or both
False or misleading information, or destroying documents (s. 21)	250 currency points (UGX 5 million), up to 3 years' imprisonment, or both
Contravention of the Regulations (reg. 41)	1,000 currency points (UGX 20 million), up to 10 years' imprisonment, or both
Failure to pay a fine (s. 23)	4,000 currency points (UGX 80 million), up to 5 years' imprisonment, or both

Personal exposure. Where a company contravenes the Act, an individual in charge of its business at the time also commits the offence, and any director, manager or company secretary whose consent, connivance or wilful neglect contributed to the breach is personally liable (s. 22). Boards cannot delegate this risk away.

Mitigation and regularisation. Anyone with information that a merger has been implemented without approval may report it, and the Ministry may investigate (reg. 37). Where a contravention is established, the parties may make representations and must then regularize the merger. In setting fines, the court may consider whether the target was in financial distress and whether the parties self-reported promptly and cooperated (reg. 39).

The regional overlay: COMESA and the EAC

Uganda belongs to two regional blocs with their own suspensory merger regimes, and cross-border deals must be mapped against all three.

COMESA Competition Commission. The Regulations defer to COMESA. Where a transaction meets the COMESA thresholds, the parties notify the Commission and inform the Ministry in writing within 14 days (reg. 31(4); para. 7). The exception is where two-thirds or more of the parties' turnover or assets is generated or located in Uganda: the deal is then notified in Uganda (para. 4(d)).
East African Community Competition Authority (EACCA). The EACCA began accepting cross-border merger notifications on 1 November 2025, applying a threshold of combined EAC turnover or assets of at least USD 35 million, among other tests. The EAC framework contemplates a one-stop shop, but the Ugandan Regulations contain no exemption for EAC-notified deals equivalent to the COMESA carve-out.

Until the Ministry, COMESA and the EACCA formalize a coordination mechanism, parties to regional transactions should plan for the possibility of parallel filings, each with its own fee, documentation and suspensory period.

Practical issues and areas awaiting clarity

As with any new regime, the text leaves questions that practice and Ministry guidance will need to settle. Deal teams should be aware of the following.

When to file versus what to file. Section 15(4) ties notice of an acquisition to the conclusion of negotiations, yet the Form asks for a signed sale and purchase agreement. In practice, transactions are typically signed subject to a competition-clearance condition precedent, with closing deferred until approval.
Low thresholds, wide net. With notification starting at UGX 1 billion of combined turnover or assets, many routine mid-market deals, and some restructurings that are not purely intra-group, will require filing. A threshold analysis should be standard in every Ugandan transaction checklist.
Audited numbers. Thresholds and fees rest on audited financial statements. Targets with outdated, qualified or unaudited accounts risk delay or a Ministry-determined figure under IFRS.
Drafting inconsistencies. The Regulations contain internal cross-referencing slips, including Schedule numbering that differs between the arrangement of regulations and the body, a reference in para. 4(d) to criteria in "subparagraph 6(a)", reference to a section 42(2) that does not exist in the Act, and blank section references in the prescribed forms. These do not change the core obligations, but they argue for an advisory opinion on genuinely borderline points.
Institutional capacity. Reported delays in fully constituting the Technical Committee may affect how detailed competition assessments are conducted in the interim. Parties should engage early and build contingency into long-stop dates.
Deemed approval. The 120-day clock offers certainty, but it runs from receipt of the notice. Incomplete filings, unanswered information requests (the 21-day abandonment rule) and unpaid fees can all stop a notification from moving.
Regional overlap. The interaction between Ugandan, COMESA and EACCA filing obligations remains unsettled, particularly for EAC-qualifying deals.

Action points for boards and deal teams

Screen early. Run the threshold and control analysis at the term-sheet stage, including the 49% control test and the acquirer-group aggregation rules.
Get the numbers right. Base thresholds and fees on the latest audited financial statements, adjusted for post-balance-sheet acquisitions and disposals.
Map every regulator. Identify Ministry, COMESA, EACCA and sector-regulator approvals, and sequence them in a single clearance timetable.
Contract for clearance. Include competition approval as a condition precedent, allocate filing responsibility and cost, and set long-stop dates that allow for the full 120-day period.
Prevent gun-jumping. Put clean-team arrangements in place and keep integration planning on paper until clearance.
Prepare the evidence. Assemble market data, efficiency evidence and the employment and public interest narrative before filing, not in response to questions.
Protect what matters. File confidentiality claims for commercially sensitive information alongside the notification.

How Nexia Uganda can help

Merger control is ultimately a numbers-and-evidence exercise, and that is where Nexia Uganda adds value alongside your legal advisers. We support acquirers, targets, investors and their counsel with:

Threshold and fee analysis: computing Ugandan turnover and assets under the Guidelines, including group aggregation, joint ventures, financial institutions and investment funds;
Financial and tax due diligence, and preparation or audit of the financial statements the filing depends on;
Valuation and transaction support, including efficiency and synergy evidence that will stand up to Ministry scrutiny;
Market and economic data for Parts II and III of the Notification Form;
Post-merger integration and compliance reporting, including monitoring of approval conditions.

As a member of Nexia, a leading global network of independent accounting and consulting firms, we combine local regulatory insight with cross-border reach for regional and international transactions.

Talk to us. Email [email protected], call +256 793 886 240, or visit nexia.ug.

This article provides general information on the law as at 26 October 2026, based on the Competition Act, 2023 (Cap. 66) and the Competition Regulations, 2025 (S.I. No. 60 of 2025). It is not legal advice. Specific transactions should be assessed with your legal and professional advisers.