COMESA Merger Control: What Has Changed In The 2025 Regulations And Rules And How These Changes Impact Your Filings

COMESA has introduced a major overhaul of its competition framework. The new COMESA Competition and Consumer Protection Regulations of 2025 and companion Rules replace the 2004 regime ( and materially tighten merger control, align procedures with international practice and introduce specific tools to capture and assess digital transactions. The Commission now also goes by a new name - the COMESA Competition and Consumer Commission ("CCCC"). Below we highlight the key changes most relevant to multi-jurisdictional filers and their counsel.

1) From "notify and implement" to a fully suspensory regime

Under the 2004 regime, notifiable mergers had to be filed "as soon as practicable" but no later than 30 days after the parties' decision to merge, whereafter the merger could be implemented prior to the approval of the COMESA Competition Commission (as it was previously known). Failure to notify rendered the merger unenforceable but after notification there was no explicit standstill obligation pending clearance. The 2025 Regulations create an express suspensory regime: must notify prior to implementation and are prohibited from implementing absent CCCC approval or a derogation. The 2025 Regulations introduce detailed gun‑jumping investigation and sanction powers, including fines up to 10% turnover and remedial orders. The 2025 Regulations also set factors indicating early integration or influence over the target that may constitute implementation without approval. These changes significantly raise gun‑jumping risk and demand a careful review of integration planning for compliance with the 2025 Regulations.

2) Filing fees: a step-change (and an increased cap)

Previously, the merger filing fee was calculated as 0.01% of the higher of combined COMESA-area turnover or assets of the merging parties, capped at COM$200,000. The 2025 Rules increase the base fee ten‑fold to 0.1%, and increase the cap to COM$300,000 (US$ equivalent). For 'Digital Transactions', the filing fee is 0.05% of transaction value, also capped at COM$300,000. This materially affects cost planning for large and complex transactions.

3) New jurisdictional thresholds, including a digital transaction-value test

The 2004 Regulations contemplated thresholds prescribed by the Board but did not include a transaction value route or dedicated digital triggers in the text. The 2025 framework codifies clear financial and digital transaction thresholds:

• Standard thresholds: a merger is notifiable if combined COMESA area turnover or assets ≥ COM$60m and at least two parties each ≥ COM$10m, subject to the two‑thirds single state exception.
• Digital transactions: notification is required where the transaction meets a COM$250m transaction value threshold and at least one party operates in two or more Member States.

This brings more digital and platform deals into scope, even where local turnover/assets are modest.

4) Timelines and procedure: familiar 120 days, with "stop‑the‑clock" and stronger cooperation

Both the old and new regimes set a 120-calendar day review period, extendable, with the clock starting on completeness; however, the 2025 Regulations add an explicit "stop‑the‑clock" provision when information requests are outstanding. The Commission must notify competent national authorities and may publish notices seeking third‑party input, with confidentiality safeguards.

5) One‑stop shop reinforced and fee sharing introduced

The 2025 Regulations assert exclusive COMESA jurisdiction over mergers meeting the thresholds and discourage parallel national notifications, tightening the "one‑stop shop" principle. a share of the filing fee.

6) Substantive assessment: continuity with important updates

The core "substantial lessening of competition" test remains, with familiar factors such as entry barriers, market power, and failing firm considerations. The 2025 Regulations expand the analytical toolkit, including explicit references to innovation incentives and ancillary restraints, and codify public interest factors such as SMEs, employment and sustainability, while placing greater weight on the competition test.

7) Digital economy provisions beyond thresholds

The 2025 Regulations add competition rules addressing gatekeepers and economic dependence, and recognise data and network effects in dominance analysis. For merger practice, the Rules also require digital market information (e.g., users, subscribers, data collection) in notifications.

8) Appeals Board Out: CCC/ Panel decisions go straight to the COMESA Court of Justice

The 2025 Regulations also overhaul the CCCC's adjudicative structure with the removal of the Appeals Board. Appeals against decisions of the CCCC and the Panel responsible for Initial Determinations will now lie directly to the COMESA Court of Justice. Any party aggrieved by a decision of the CCCC or the Panel has a right to refer the matter to the Court within forty-five (45) days of the date of the decision

Practical implications for deal teams

For global filers, COMESA is now squarely a suspensory regime. Parties are well-advised to build CCCC clearance into long‑stop dates and interim covenants, implement strict clean-team protocols and avoid any integration steps that could be construed as early implementation. Parties should budget for higher fees and carefully consider whether a digital transaction requires the CCCC's approval prior to implementation, since the transaction value consideration may trigger notification even where traditional turnover and asset value thresholds are not met. Parties should align multi‑filing strategies with the CCCC's strengthened one‑stop shop to avoid duplicative national notifications. Further, filers should expect more rigorous information requests and third‑party engagement, with the stop‑the‑clock provision affecting timetables.

The new Regulations and Rules are available on the CCCC's website: "COMESA Competition and Consumer Protection Regulations, 2025" and "COMESA Competition and Consumer Protection Rules, 2025".

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.