After the enactment of the Competition Act Cap. 66 (the ‘Act’), the business community in Uganda eagerly anticipated the regulations which were expected to provide the enforcement framework for the Act. For instance, the Act did not provide for the composition of the Technical Committee of the Ministry, nor did it specify the merger thresholds for mandatory notification, further, it did not outline the form of complaints against anticompetitive conduct.
Background
Consultations and discussions on the proposed regulations began as early as November 2024, and members of our Technology, Media, and Communications Department were pleased to have contributed their expertise to the draft versions of the regulations when approached by the Ministry. Despite being listed as a supplement in the National Gazette on 8 August 2025, the Competition Regulations had not been published by the Uganda Printing and Publishing Corporation. The said regulations were made publicly available on 20 September 2025 and are cited as Competition Regulations S.I. No. 60 of 2025 (the ‘Regulations’).
In this brief, we discuss, first, the key highlights of the Act under which the Regulations were made. Second, we consider the salient features of the Regulations, including the criminal sanctions attached to non-compliance, merger thresholds for notification, merger fees, the composition of the Technical Committee of the Ministry and other procedural aspects of enforcement of the Act.
The Parent Act of the Regulations
In February 2024, the President of Uganda assented to the Competition Bill. It was gazetted and came into force on 19th April 2024. The Act gave a general framework for Uganda’s competition policy. We analysed the Act in two briefs published on our Website here and here . In summary, the Act provides the objectives of Uganda's competition policy, it establishes the administrator of competition law as the Minister for Trade, Industry and Cooperatives, it makes provisions for the prohibition of cartels or concerted practices, provides for the abuse of dominant positions and the notice and approval requirements for mergers, joint ventures & acquisitions.
Key Parts of the Regulations
The Regulations cover several aspects of enforcement. These include: (1) The composition of the Technical Committee of the Ministry (2) the procedural aspects of preliminary inquiries into anticompetitive practices (3) the general principles to be followed in determining the abuse of dominant position (4) mergers and acquisition thresholds, fees and forms (5) tying, predatory pricing and the guidelines pertaining exclusive distributor and supply agreements and related matters. We will address each of these parts of the Regulations to guide executives on what businesses should pay attention to.
Technical Committee of the Ministry
The foundation for the enforcement of any competition law is premised on the expertise of the regulator. In this regard, the Regulations provide for the composition of the Technical Committee. This Technical Committee has the mandate to assist the Ministry in performing its mandate under the Act and to provide technical guidance in the implementation of competition policy in Uganda. The Committee under the Regulations consists of a chairperson and six other members appointed by the Minister. The members of the Committee must be knowledgeable in competition and consumer protection matters, and may be chosen from the private sector, academia, or governmental agencies. Their tenure of office is three years and can only be renewed for one term. The Committee shall assist the Ministry in protecting the interests of consumers in the market, promote fair competition, investigate anticompetitive practices, approve mergers, acquisitions and joint ventures, hear and determine complaints, public sensitisation, undertake and publish studies on consumer protection and shall be the direct liaison with other international and regional authorities on matters of competition. Complaints, forms or other documents to be transmitted to the Ministry must be addressed to the Office of the Permanent Secretary of the Ministry of Trade, or any email address as may be directed by the Permanent Secretary.
Criminal Liability For Non-Compliance or Breach of the Act/Regulations
The Regulations provide for criminal liability for breach of the provisions of the Act and or Regulations. Any person who contravenes provisions of the regulations may face imprisonment of up to 10 years or a fine not exceeding UGX. 20,000,000 (the equivalent of 1000 currency points). The Ministry may refer any alleged infringement of the Act to the Office of the Director of Public Prosecution (‘DPP’), where after inquiry it is found that there was failure to comply with the merger, acquisitions and joint venture notifications, and where it is found that an undertaking engaged in anticompetitive practices, abuse of domination positions, and concerted actions or “cartels”.
Mergers & Acquisitions Notification Thresholds
The Act provides for a notice and approval requirement for mergers, acquisitions, and joint ventures. Mergers are perhaps the most significant aspect of competition regulation. Mergers and acquisitions are often used as a tool to suppress competition. The Regulations provide for the form of merger notification which must be given by the person acquiring control through the merger, joint acquisition or venture. The merger notification must be published in a newspaper of wide circulation in the community or communities where the parties are located. It must be published in the joint names of the parties involved in the transaction. merger. An advisory opinion may be sought from the Ministry on whether an undertaking is required to make any notification in relation to its merger or acquisition.
The thresholds for mergers, acquisitions and joint venture notifications are provided for in the Guidelines under the Second Schedule to the Regulations. The notification requirements are triggered in the circumstances below: 1. Where the undertakings have a minimum combined turnover or assets (whichever is higher) of one billion shillings and the turnover or assets (whichever is higher) of the target undertaking is above five hundred million shillings. 2. Where the turnover or assets (whichever is higher) of the acquiring undertaking is above ten billion shillings and the merging parties are in the same market or can be vertically integrated. 3. In the carbon-based mineral sector, if the value of the reserves, the rights, and the associated assets to be held as a result of the merger exceeds ten billion shillings. 4. Where the undertakings operate in COMESA, meet the criteria set in sub-paragraph 6(a) [ which provides for excluded transactions not requiring approval ] and two-thirds or more of their turnover or assets (whichever is higher) is generated or located in Uganda.
The Guidelines also provide transactions excluded from notification, where the combined turnover or assets (whichever is higher) of the merging parties is between five hundred million shillings and one billion shillings, among others. Undertakings are required to notify the Regulator if a transaction has been notified to the COMESA Competition Commission. This will assist in harmonising local enforcement with regional standards. NB: The prescribed filing fees for mergers enclosed in the attachment at the end of this briefing.
Prohibition of anticompetitive practices and anti-competitive agreements
Upon receiving a complaint, the Ministry may initiate a preliminary inquiry into any anticompetitive practice or anticompetitive agreement. The form for such complaints is provided within the regulations. The Minsitry has 30 days from the initiation of the inquiry within which to issue a determination as to whether there are reasonable grounds to believe that the alleged anti-competitive practice or anti-competitive agreement was concluded. In fact, a complaint can be made anonymously. This triggers whistle-blower protections and should notify organisations on notice to ensure they comply with the Act and its Regulations.
Prohibitions on Abuse of Dominant Position
In determining whether there has been abuse of a dominant position, the Committee has to first assess whether such a person is in a dominant position in the relevant market. The Regulations state in unequivocal terms that holding a dominant position is not itself prohibited by the Act. The Regulations make provision for the criteria for determining dominance. (1) The percentage share of the relevant market which a person may have to be deemed a dominant person. It is 30% for one person and 60% or more where three or more people supply or acquire particular goods or services, or such other percentage as the minister may gazette. (2) the size and resources of the person (3) The size and importance of the competitors of the person (4) technical advantages enjoyed by the person, which may be judged with reference to patents, know-how and copyright ownership, the dependence of consumers on the goods or services of the person, the monopoly status as a result by an Act of Parliament by virtue of being an undertaking of the governent, a government company or public sector undertaking, entry barriers, countervailing market power, ability to individualy determine price. The Regulations also provide for a collective dominant position, where two or more undertakings adopt a common policy in the relevant market. The Regulations also set out the assessment criteria for determining the relevant market.
Refusals to Deal
Refusals to deal are critical in any competition regime. Large business undertakings may, by virtue of their position, foreclose competition from other entities. The Regulations prohibit a dominant person from engaging in a practice that has the effect of excluding or is intended to exclude competitors from the market. This will be deemed to exist by the Regulator where the refusal relates to a service or essential facility that is objectively unnecessary for an undertaking to compete effectively with the downstream market. Further, the refusal is likely to lead to the elimination of effective competition or the prevention of its emergence. Third, where refusal is likely to harm consumers by preventing innovation, limiting technical development, such as the suppression of a novel product. The refusal to deal need not take the form of an outright denial; it may manifest in subtle forms such as a margin squeeze. Dominant telecommunications companies with access to larger infrastructure that smaller companies may not have may be required under these provisions to deal with their competitors in a fair manner as not to foreclose competition.
Tying Arrangements and Predator Pricing
Dominant entities often abuse their dominant position by entering into tying arrangements. This tool has historically been used to ‘lock in’ customers, especially in the financial services, telecommunications and manufacturing sectors. Tying is an arrangement where the seller agrees to sell a product or a service in restrictive conditions that the buyer must (1) purchase another product or service; (2) not purchase the product or service from any other supplier or seller; (3) adhere to some other restriction. The Committee will require any undertaking engaging in tying arrangements to demonstrate a pro-competitive justification for such action. The Regulations also prohibit predatory pricing where a person sells a product below cost, intending to drive a competitor out of the market.
Exclusive Supply and Distributor Agreements
Exclusive supply and distributor agreements are an abuse of a dominant position if they foreclose competitors by hindering them from supplying or distributing to customers. This shall be determined through considering whether the competitive constraints are exercised by both the actual and potential competitors, stability of market shares, the likelihood of new entry, the portion of the market affected by such conduct and the duration of the exclusive purchasing obligation. The Regulations provide for a guideline of 2 years as a duration for an exclusivity obligation, which may be considered too long. However, the Regulations provide that every exclusivity obligation in relation to distribution shall be evaluated on a case-by-case basis, recognising that even shorter periods may still have a foreclosure effect where the dominant undertaking is an unavoidable trading partner for most customers.
Conclusion
The Regulations provide more certainty for business. They set out the thresholds for merger notifications, establish the Technical Committee, provide for the procedures on complaints, and guidelines on key considerations for exclusive supply and distributor agreements. Businesses should undertake internal assessments of their position in their market to determine their dominant status. Any mergers under the stated thresholds must now be notified to the Regulator; businesses should review their current contractual terms to ensure that they are not engaging in anticompetitive or unfair terms under the Act and its Regulations.
Prepared by the Technology Media and Telecommunications (TMT) Practice
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Contact Persons for Publication
Dennis L. Wamala, Partner, dwamala@handgadvocates.com
Joel Basoga, Head TMT, jbasoga@handgadvocates.com
