EACCA, FCC, and ZFCC: Understanding Merger Control Interfaces in East Africa — What You Need to Know Before Filing

Introduction: A New Era for Cross-Border Merger Filings in East Africa

In the merger and acquisition space, a significant milestone is upon us. The East African Community Competition Authority (“EACCA”) has officially commenced accepting merger applications for approval. As explained below, EACCA began receiving merger filings effective 1 November 2025, marking the start of a new regulatory chapter for cross-border transactions in the East African Community ("EAC"). This development has far-reaching implications for businesses, investors, and legal practitioners operating across the region.

This development raises important questions about the role of national competition authorities — specifically, the Fair Competition Commission (“FCC”) in Mainland Tanzania and the Zanzibar Fair Competition Commission (“ZFCC”). What are the filing requirements going forward? Will parties be required to submit triple merger notifications to the EACCA, FCC, and ZFCC? Or will double or even single notifications suffice? Understanding these interfaces is critical for any party contemplating a merger or acquisition with an East African dimension.

The EACCA: Mandate and Commencement of Merger Filings Via the East African Community Gazette dated 1 July 2025 (Legal Notice No. EAC/191/), the EACCA issued a general notice of commencement of receipt of notifications of mergers and acquisitions with cross-border effect. According to the notice, the EACCA commenced receiving mergers and acquisitions applications and notifications under the East African Community Competition Act, 2006 from 1 November 2025. The EACCA is an independent organ of the EAC. The EAC is a regional intergovernmental body composed of eight partner states: Burundi, Kenya, Rwanda, Tanzania, Uganda, South Sudan, the Democratic Republic of Congo, and Somalia. The EACCA is tasked with developing appropriate procedures for public awareness, consultation, and participation. Its objective is to enhance the analysis of cross-border mergers and acquisitions while preventing any anti-competitive impacts resulting from such transactions.

According to Article 21(1) of the Customs Union Protocol and Article 33(1) of the Common Market Protocol, EAC Member States are required to prohibit any practices that negatively affect free trade, including agreements or actions aimed at preventing, restricting, or distorting competition. These prohibitions apply to mergers or acquisitions that create or strengthen a dominant position, thereby significantly impeding effective competition within the EAC or a substantial part of the EAC Member States.

What Mergers Are Notifiable to the EACCA? Under the East African Community Competition Act, 2006, a merger or acquisition transaction with cross-border implications must be reported to the EACCA if it meets the following notification thresholds: (a) the combined turnover or assets of the merging undertakings in the EAC, whichever is higher, reaches or exceeds USD 35 million; and (b) at least two undertakings involved in the merger or acquisition have a combined turnover or assets of USD 20 million within the EAC — unless each party to the merger achieves at least two-thirds of its aggregate turnover or assets in the EAC within a single Member State.

What Mergers Are Notifiable in Tanzania? The Fair Competition Act, Cap 285 R.E 2023 (the “FCA”), and the Competition Rules, 2018 (the “Competition Rules”), set out a two-pronged test (both of which must be met) to determine if a merger is notifiable to the FCC:

A. Change of control – the transaction must involve a change of control of a business or assets in Tanzania; and B. Financial threshold – the combined turnover or asset value, whichever is higher, of the merging parties must meet or exceed a set threshold.

What Constitutes a Change of Control? The FCA defines a “merger” as, “an acquisition of shares, a business or other assets, whether inside or outside Tanzania, resulting in the change of control of a business, part of a business or an asset of a business in Tanzania.” Although change of control is not specifically defined under Tanzanian law, the FCC takes a broad view. It considers change of control as any situation where a party gains significant or decisive influence over the target's assets or operations.

What is the Financial Threshold for Merger Notification in Tanzania? A merger is notifiable to the FCC if the merging parties' combined annual turnover or asset value (whichever is higher) during the previous financial year is equal to or greater than TZS 3.5 billion. In practice, the FCC assesses this based on the combined worldwide turnover of the parties, which means that almost all merger transactions are notifiable.

Does the Target Need a Presence in Tanzania? Under Tanzanian competition law, a merger is defined as the acquisition of shares, a business, or other assets, whether inside or outside Tanzania, that results in a change of control over a business or its assets in Tanzania. The requirement to notify the FCC only arises where the transaction leads to a change of control in Tanzania. This includes situations where the target has a presence or nexus in Tanzania, either directly or through business arrangements such as distributorship agreements.

Where the target entity has no physical presence in Tanzania and no business arrangements (such as distributorships or agency relationships) that would establish a nexus in the country, the proposed offshore transaction is unlikely to result in a change of control over any business or assets in Tanzania, in which case it would not be notifiable in Tanzania even though the combined turnover or asset value is above TZS 3.5 billion (approx. EUR 1.30 million)). It would be necessary to assess how the target is deriving turnover in Tanzania (e.g. how the sales are made, the frequency of the sales etc).

If the two thresholds mentioned above are met and provided that the target has a presence in Tanzania as outlined, we have observed that the FCC has increasingly sought to impose penalties on parties that fail to comply with merger notification requirements. Accordingly, the likelihood of the FCC conducting an investigation is higher. Notably, under the 2024 amendments to the Fair Competition Act, the FCC now has the authority to investigate transactions without any time limitation (previously this was capped at 6 years), which reflects a broader regulatory trend toward stricter enforcement. Failure to notify a notifiable transaction may result in substantial penalties, including fines of up to 10% of the combined annual turnover of the merging parties.

How Does the EACCA Interface with the FCC? The FCC administers Tanzania’s local competition regime, which operates under thresholds that differ from those of the EACCA. Similar to the EACCA regime, transactions may not be implemented in Tanzania until clearance is obtained from the FCC. Currently, Tanzania’s competition framework does not provide for formal coordination with the EACCA. As a result, transactions with a cross-border effect are subject to dual notifications, to both the FCC and the EACCA. However, based on regional practice, it is anticipated that the FCC may cede jurisdiction to the EACCA where EACCA thresholds are triggered, in order to avoid overlapping reviews and regulatory duplication.

Has the FCC Formally Ceded Jurisdiction to the EACCA? On 1 November 2023, the EACCA and FCC signed a Memorandum of Understanding (“MoU”) aimed at enhancing cooperation in the enforcement of competition laws. However, the MoU does not address how the two authorities will handle merger filings with cross-border implications.

Technically, the MoU does not constitute formal acceptance of EACCA’s jurisdiction over mergers in Tanzania. As at the date of this article, the FCC has not formally recognized EACCA’s authority over mergers and acquisitions affecting Tanzania. Consequently, any transaction with a cross-border effect remains subject to dual filings, with both the FCC and the EACCA. In this context, the FCC’s directives regarding jurisdictional acceptance, whether through public notice or other forms of communication, are critical during this interim period. This is especially important ahead of any amendments to the Tanzanian Competition Act that would formally recognize EACCA’s jurisdiction. Such amendments may take time, as they must be passed by Parliament, which has currently been dissolved.

Recommended Way Forward: Practical Steps for Merging Parties In the interim, prior to the issuance of a public notice or any other formal communication from the FCC, parties to a cross-border merger may wish to obtain an official written response from the FCC. This could take the form of a confirmatory letter requesting the FCC to confirm whether a filing with the EACCA alone would be deemed sufficient. This approach provides an added layer of regulatory comfort, as the confirmation would be issued directly by the FCC and may serve as evidence of good faith compliance.

How Does the EACCA Interface with the ZFCC in Zanzibar? Tanzania comprises Mainland Tanzania and Zanzibar. While Tanzania represents both parts of the union in international affairs, the Constitution of Tanzania does not list competition as a union matter. As a result, the FCC does not exercise jurisdiction over mergers and acquisitions in Zanzibar. In this context, the ZFCC must separately accept EACCA’s jurisdiction, and corresponding amendments to Zanzibar’s competition laws would be required.

At present, we are not aware of any formal steps taken by the ZFCC to cede jurisdiction to the EACCA for transactions with a cross-border effect that extend to Zanzibar. In the absence of formal jurisdictional acceptance and legal amendments, any transaction involving Zanzibar may also be subject to dual notifications — to both the ZFCC and the EACCA.

Conclusion The commencement of EACCA merger filings marks a pivotal shift in the East African competition landscape. However, the absence of formal jurisdictional ceding by the FCC and the ZFCC means that, for now, parties to cross-border mergers must navigate a complex multi-layered notification regime. Businesses and their advisors should closely monitor developments from all three authorities and take proactive steps to ensure compliance. For tailored advice on your specific transaction, please contact our competition law team.