Merger and Acquisition in Tanzania: Law, Procedure & Practical Compliance

Mergers and acquisitions (M&A), whether between local enterprises or involving foreign investors are important drivers of corporate growth, restructuring, and market efficiency in Tanzania. However, M&A activity is not purely commercial: it intersects deeply with competition law, regulatory approval, and compliance obligations designed to preserve competitive markets, safeguard consumers, and align with international trade norms.

In Tanzania, the principal legal framework governing M&A control is the Fair Competition Act (Cap. 285, Revised Edition, 2023), enforced by the Fair Competition Commission (FCC), supported by subsidiary orders and procedural rules that specify how transactions must be notified and reviewed.

This article provides a comprehensive, investor-friendly guide to the legal rules and procedures for M&A in Tanzania, including notification obligations, review timelines, dominance tests, fees, penalties, and emerging regional requirements.

Fair Competition Act & Competition Commission

Applicable Law

The M&A control regime in Tanzania is primarily found in:

• Fair Competition Act, Cap. 285 (R.E. 2023) governs competition policy and merger control.
• Fair Competition (Threshold for Notification of a Merger) Order sets the monetary thresholds for mandatory notification.
• FCC Merger Procedure Rules detail notification forms, timelines, and filing requirements.

Under Section 11 of the Fair Competition Act, certain mergers and acquisitions must be notified to the Fair Competition Commission (FCC) prior to implementation if they meet specified financial thresholds.

What Transactions Must Be Notified?

A merger or acquisition is notifiable if:

• It results in the change of control of a business, part of a business, or assets in Tanzania; and
• The combined turnover or asset value of the merging entities exceeds TZS 3.5 billion (approx. USD 1.5 million), as prescribed by the threshold order.

This obligation applies regardless of whether the parties are domestic or foreign, and regardless of where the ultimate change of control occurs, so long as there is an effect within the Tanzanian market.

Notification Procedure — Step by Step

Filing the Merger Notification

• Parties must notify the FCC before implementing the transaction.
• Notification is made in the prescribed format (e.g., Form FCC.8 and supporting documentation) under the FCC Procedure Rules.
• Supporting documents should be original or certified copies.

Completeness and Initial Review

• Within 5–14 days of filing, the FCC will confirm whether the notification is complete or request missing information.
• If deemed incomplete, the clock on the substantive review does not start until completeness is confirmed.

Substantive Review Timeline

• After confirmation of completeness, the FCC has 14 days to decide whether a detailed investigation is needed.
• If the FCC elects to investigate, the merging parties are prohibited from implementing the transaction during the 90-day review period, which can be extended by up to 30 additional days.
• At the end of the review period, the FCC may:
  • Approve the merger unconditionally
  • Approve it with conditions
  • Prohibit the merger entirely.

This structured review ensures that potential anti-competitive effects are assessed before market integration occurs.

Dominance Test and Substantive Assessment

What Is a “Position of Dominance”?

The Fair Competition Act prohibits a merger that would create or strengthen a position of dominance in a relevant market. A “dominant position” exists where:

• An entity can, acting alone, materially restrain or reduce competition in a market for a significant period; and
• The entity’s share of the relevant market exceeds the prescribed threshold (historically >35%).

This test is both economic and structural the FCC considers market shares, barriers to entry, likely competitive effects, and potential consumer harm.

Public Benefit Consideration

Under recent amendments to competition law, the FCC may also weigh public benefit considerations (e.g., efficiency gains, skills transfer, employment impact, and exports) in assessing dominance particularly where the benefits may outweigh anti-competitive risks.

Fees and Financial Obligations

Fees for notifying a merger are typically computed on the basis of the combined turnover or asset value of the merging parties. While specific fee schedules may be updated by FCC orders, past practice suggests a tiered structure (e.g., TZS 25 million to TZS 50 million or more for larger deals).

Parties should confirm the current fee schedule at the time of filing to ensure accurate budgeting.

Penalties for Non-Compliance

Failing to notify a notifiable merger or implementing a transaction without FCC clearance is a serious offence. The FCC has authority to:

• Impose penalties of up to 10% of annual turnover derived from Mainland Tanzania.
• Make orders requiring unwinding or reversal of consummated transactions where no approval was obtained.

These sanctions underscore the importance of compliance planning well before the deal reaches closing.

Emerging Regional Requirements — EAC Competition Authority

Starting 1 November 2025, certain cross-border M&A deals within the East African Community (EAC) must be notified to the EAC Competition Authority (EACCA) where thresholds are met (e.g., USD 35 million combined turnover/asset value).

Under this regime:

• Dual compliance (national + regional) may be required unless the EACCA notification covers both.
• Where a transaction has already been filed with the FCC before this date, national proceedings continue until conclusion.

Foreign investors and cross-border deal teams must monitor this regional overlay in addition to Tanzanian law.

Practical Guidance for Investors & Deal Teams

Here are actionable steps for executing compliant M&A in Tanzania:

Pre-Deal Planning

• Assess thresholds early: Determine whether the deal triggers FCC notification based on combined turnover/asset value.
• Economic analysis: Commission market studies to define relevant markets and forecast competitive effects.

Notification Preparation

• Prepare comprehensive submissions with financials, market data, and legal analysis of competitive effects.
• Include confidentiality claims with reasons where needed.

Managing Review

• Respond promptly to FCC requests for additional information.
• Engage with competition economists to support arguments on efficiencies or public benefits.

Regional Considerations

• For cross-border deals, plan for possible EACCA notification and coordinate filings to avoid duplication.

Compliance as Strategic Advantage

Tanzania’s merger control regime is mature and increasingly aligned with global competition best practice. Investors may view the notification and review process not as a hurdle but as a mechanism that strengthens deal certainty, reduces regulatory risk, and enhances long-term value creation.

At Mak Africa Legal, we advise clients on regulatory strategy, merger notifications, competitive reviews, and risk mitigation to ensure compliant, efficient, and robust M&A outcomes in Tanzania.

Mak Africa Legal — Guiding Strategic Growth Through Legal Excellence in Tanzania

Legal Disclaimer

This publication is provided for general information purposes only and does not constitute legal advice. Mak Africa Legal accepts no liability for reliance placed on this publication. Specific professional advice should be sought before acting on the information contained herein.

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