Introduction

On 4 December 2025, the COMESA Council of Ministers officially revoked the COMESA Competition Rules of 2004 (“2004 Rules“) and the COMESA Competition Regulations of 2004 (“2004 Regulations“). This decision introduced a significant update to the region’s regulatory framework with the implementation of the new COMESA Competition and Consumer Protection Regulations, 2025 (“2025 Regulations“) and the COMESA Competition and Consumer Protection Rules, 2025 (“2025 Rules“), which became effective on 5 December 2025. 

Additionally, as of 4 December 2025, the institution previously known as the COMESA Competition Commission has been renamed the COMESA Competition and Consumer Commission (“Commission”).

The following are some of the key changes, though not exhaustive, introduced in the 2025 Rules and 2025 Regulations:

Introduction of some key definitions

acquiring undertaking means an undertaking, whether jointly or solely: 

1. that as a result of a merger in any circumstances set out under Chapter 4 of these Regulations, would directly or indirectly acquire or establish direct or indirect control, or change the quality of control held, over the whole or part of one or more undertakings; 
2. that has direct or indirect control over the whole or part of an undertaking contemplated in sub-paragraph (a); or 
3. that is directly or indirectly controlled by an undertaking contemplated in sub-paragraph (a) or (b); 

asset includes tangible and intangible assets, and any other asset having a commercial value including data.

collective dominance means a dominant position held by more than one undertaking in the relevant market.

COMESA Dollar means the unit of account of the Common Market which shall be equivalent to one (1) United States Dollar.

Competent Authority means any person or institution charged with the enforcement of competition or consumer protection matters in a Member State.

Merger means the direct or indirect acquisition or establishment of control, or a change in control held, on a lasting basis, by one or more undertakings in the whole or part of one or more other undertakings whether that control is achieved as a result of: 

1. the purchase of shares or assets of a competitor, supplier, customer or other undertaking; 
2. the lease of assets of a competitor, supplier, customer or other undertaking; 
3. the amalgamation or combination with a competitor, supplier, customer or other undertaking; 
4. the creation of a joint venture performing on a lasting basis all the functions of an autonomous economic entity; or 
5. any means other than those specified in this paragraph. 

undertaking includes any person, public or private, engaged in an economic activity and includes a trade association, partnerships and trusts.

Gatekeeper means digital service providers operating a core platform service that serves as an important gateway for business users to reach end-users and enjoys an entrenched and durable position in its operations or is likely to enjoy such a position in the near future.

Transitional Provisions: 

All proceedings and processes initiated under the 2004 Regulations will remain fully governed by and conducted in accordance with the 2004 Regulations until their final resolution. However, any actions, events, incidents, or conduct occurring on or after December 5, 2025, will be subject to the provisions and requirements of the 2025 Regulations, which will supersede the 2004 Regulations for any matters arising from that date forward.

New monetary thresholds for a notifiable merger have been introduced. 

A merger shall be notifiable if: 

1. the combined annual turnover or combined value of assets, whichever is higher, in the Common Market of all parties to a merger equals or exceeds COMESA Dollar Sixty Million (COM$ 60 million); AND

2. the annual turnover or value of assets, whichever is higher, in the Common Market of each of at least two of the parties to a merger equals or exceeds COMESA Dollar Ten Million (COM$ 10 million), unless each of the parties to a merger achieves at least two-thirds of its aggregate turnover or assets in the Common Market within one and the same Member State. 

A merger in the digital market shall be notifiable if it meets the transaction value of COMESA Dollar Two Hundred and Fifty Million (COM$ 250 million).

Notification filing fees for notifiable mergers

Parties shall be required to pay 0.1% of the combined annual turnover or asset value within the Common Market, whichever is higher. For mergers in the digital market, parties shall pay 0.05% of the transaction value. 

These fees are non-waivable, non-reducible, and non-refundable. A fee is considered received by the Commission once the full payment is credited to its account via direct deposit or electronic transfer. This is important because time for considering the merger starts running when the Commission’s account is credited which is the practice in many domestic competition authorities.

In addition, the filing fees for all mergers have been increased and are now capped at USD 300,000, up from the previous limit of USD 200,000.

Suspensory Merger Regime

The parties involved in a notifiable merger must notify the Commission before proceeding with its implementation. This means the merger cannot be consummated until the Commission has completed its review, and the Commission grants prior approval for implementation during the review period. 

The requirement to notify the authority of a merger within 30 days of the parties’ “decision to merge” is no longer applicable due to the new suspensory nature of the merger regime. Merging parties will have the risk of being fined for strict non-adherence to this new provision.

Exclusive jurisdiction of Commission in Merger Review

The Commission holds exclusive jurisdiction over mergers that meet the thresholds outlined in the 2025 Rules and Regulations. This means such mergers must be notified to and reviewed by the Commission rather than the local competition authority in individual Member States. It is cardinal to note that most COMESA member states have domesticated the COMESA competition and consumer protection regulations. For example, Zambia expressly domesticated the regulations in December 2023. This means that if the merger is notifiable at the Commission, there is no local requirement to notify in Zambia which truly makes the Commission a one stop shop for merger with a regional dimension.

Concept of abuse of economic dominance

Economic dependence is deemed to exist where one person to a transaction is in a position of superior bargaining position in relation to another in such a way that sufficient and reasonable possibilities for switching to third parties do not exist and there is a significant imbalance between the power of such undertakings or group of undertakings and the countervailing power of other undertakings. 

Abuse of this economic dependence within the Common Market, or a substantial part of it, is prohibited. Importantly, determining such abuse does not require establishing a dominant position in the market. The introduction of economic dependence within the COMESA impacts enforcement by expanding the scope of what constitutes anti-competitive behavior. Enforcement will focus on identifying and addressing such imbalances, and the Commission can intervene without needing to prove dominance in the market.

Prohibited practices by Gatekeepers

There is the introduction of provisions intended to regulate the behavior of Gatekeepers in the digital market. The new provision regulates the behavior of Gatekeepers in the digital market, ensuring that dominant platforms, such as Internet Service Providers (ISPs), e-commerce giants, social media platforms, and tech companies cannot abuse their market power to harm competition or restrict fair access. The provision targets anti-competitive practices such as conduct that limit could consumer choice or hinder the ability of smaller businesses to compete.

In the digital era, where companies like ISPs, online platforms, and digital service providers hold immense control, these regulations ensure that market access remains open and competitive, benefiting both consumers and smaller players. As such, companies that occupy gatekeeper positions must be cautious, failure to comply with these rules can result in penalties or corrective measures. 

Augments Procedural framework for the Commission

The 2025 Regulations significantly augments the procedural framework of the Commission, enhancing its ability to enforce competition laws effectively and efficiently. 

1. Power to Conduct Market Inquiries has been enhanced further. During these inquiries, the Commission can request information from relevant parties, who are obligated to provide it. Based on the inquiry’s findings, the Commission can: initiate further investigations, enter into agreements with businesses to address concerns, make policy recommendations, conduct advocacy and take any other necessary action within its powers.

2. Settlement Agreements: the Commission can enter into binding settlement agreements at any stage of the investigation, streamlining enforcement while encouraging prompt resolution of anti-competitive issues.

3. Leniency Program, allowing undertakings that voluntarily disclose prohibited practices and fully cooperate with the Commission’s investigation to receive immunity from all or part of the fine. This provision incentivizes businesses to come forward and provide critical evidence, assisting the Commission in uncovering broader anti-competitive networks, such as cartels.

4. Powers of Search and Seizure: The Commission is granted “dawn raid” powers, enabling it to conduct unannounced inspections of business premises, including the ability to seize documents, inspect records, and question staff. 

Appeals to the Court of Justice of COMESA

A party aggrieved by the decision of the Commission may refer the matter to the COMESA Court of Justice within forty-five (45) days of the decision, failing which the decision of the Commission shall be final and binding.

House keeping issues and the future

With the coming into force of the new 2025 Regulations and Rules, it is expected that the Commission will within the shortest possible time revise the various guidelines that were issued under the 2004 Regulations and Rules for alignment and enhanced clarity.

It is commendable that digital market regulation has been recognised. This will indeed promote regulation of anti-competitive conduct in the evolving digital markets and that guidelines will assist in ensuring clarity of regulation in the common market.

The suspensory nature of merger control has put notice on transacting parties to ensure compliance in order to avoid the merger being rendered void. This will also protect businesses from administrative fines for non-compliance. The Commission continues to facilitate the doing of business in the COMESA region.

Date: 09 January 2026

For more information and updates contact the authors, LEX Africa members from Corpus Legal Practitioners, Zambia, Sydney Chisenga and Jemimah Banda, or visit www.corpus.co.zm

Sydney Chisenga

Managing Partner, Dispute Resolution and Public Policy

Email: SChisenga@corpus.co.zm

Tel: +2602 11 372300 / 01 / 04

Jemimah Banda

Associate, Dispute Resolution and Public Policy

Email: JBanda@corpus.co.zm

Tel: +2602 11 372300 / 01 / 04