An Overview of the Competition Regulations, 2025 in Uganda

Introduction

The adoption of the Competition Regulations, 2025 represents a turning point in Uganda’s commercial and legal landscape. Passed under the authority of the Competition Act (Cap. 66), the Regulations breathe life into the Act by setting out the procedures, definitions, and enforcement mechanisms that transform broad principles into enforceable rules.

The timing could not be more significant. As Uganda’s economy grows more integrated with regional and global markets, the need for transparent and predictable rules of competition has become pressing. Businesses now face not just commercial risks but also regulatory risks tied to how they set prices, enter contracts, and structure mergers. For legal practitioners, this creates a new and highly technical area of advisory and litigation practice.

Part I Preliminary Provisions (Regulations 1–3)

The opening provisions may appear simple, but they set the foundation for the entire regime. The Regulations are formally cited as The Competition Regulations, 2025, and they apply to three areas: anti-competitive agreements, abuse of dominance, and mergers and acquisitions.

Perhaps most important is Regulation 3, which defines the key terms. The definition of agreement is deliberately broad, covering not only formal contracts but also informal or even tacit arrangements. This ensures that cartel behavior cannot hide behind unwritten deals.

Similarly, terms such as concerted practice capture coordination that falls short of a contract but nonetheless undermines competition.

Other definitions, including predatory pricing, refusal to deal, and tying arrangement, prepare the ground for the substantive provisions that follow. Together, these definitions provide the vocabulary for Uganda’s new competition regime.

Part II Administration (Regulations 4–13)

The Regulations establish the administrative machinery for enforcing competition law. At the center is the Technical Committee, appointed by the Minister of Trade, Industry and Cooperatives.

The Committee is designed to balance expertise and independence. It includes representatives from government, the private sector, and academia, but its chairperson cannot be a current or recently retired public officer, a safeguard against undue influence. Members serve renewable three-year terms and may be removed only for cause, such as incapacity, misconduct, or repeated absence.

The Committee’s functions are wide-ranging: promoting competition, investigating anti-competitive practices, reviewing and approving mergers, hearing complaints, liaising with international bodies, and advising the Minister. It is, in effect, the operational engine of Uganda’s competition enforcement system.

Procedural rules are also detailed. Quorum requirements, conflict-of-interest disclosures, the creation of sub-committees, and rules on delivering documents all aim to ensure a transparent and accountable process.

Part III Prohibition of Anti-Competitive Agreements (Regulation 14)

This section deals with cartels and collusive conduct, long recognized as the most harmful threats to competition. Complaints may be filed by any aggrieved person using a prescribed form, and even anonymous complaints are allowed — a powerful incentive for whistleblowers.

The Ministry of Trade can also act on its own initiative. Once a complaint is lodged or an inquiry opened, the Ministry has thirty days to decide whether to pursue a full investigation. Complaints may be rejected if the matter is already before court or if the complainant fails to cooperate.

For businesses, the implication is clear: discussions with competitors about prices, customers, or market-sharing are extremely risky. With anonymous reporting in play, the chances of cartel behavior being detected are far higher than before.

Part IV Prohibition of Abuse of Dominant Position (Regulations 15–25)

The most detailed part of the Regulations sets out how dominance is defined and when its abuse becomes unlawful.

The test is twofold: first, whether a firm holds a dominant position; and second, whether it has abused that position. Market share is an important indicator — 30% for a single firm or 60% combined for three or more firms raises a presumption of dominance. But other factors, such as barriers to entry, buyer power, or control over essential facilities, must also be considered.

Specific forms of abuse are addressed in detail:

1. Refusal to deal becomes unlawful when a dominant firm withholds access to something essential for competition. In the digital age, this includes access to data or networks.

2. Tying and bundling are prohibited if they force consumers to buy products together, foreclosing rivals from the market.

3. Predatory pricing is presumed where prices fall below avoidable costs with the aim of driving out competitors.

4. Exclusive dealing is abusive if it forecloses a significant portion of the market, especially when imposed for long durations.

The message to market leaders is straightforward: being dominant is not illegal, but misusing that dominance is.

Part V Mergers, Acquisitions and Joint Ventures (Regulations 26–36)

For the first time, Uganda has a comprehensive merger control regime. Notifiable mergers must be reported to the Ministry before they are implemented, and “gun jumping” , proceeding without approval, is prohibited.

Thresholds are set out in Schedule 3. For instance, transactions where the combined turnover exceeds UGX 1 billion and the target has turnover of at least UGX 500 million must be notified. But the Ministry retains a “call-in” power to review any deal that may harm competition, even if it falls below the thresholds.

Exemptions are also listed, such as intra-group restructurings and acquisitions of small minority shareholdings without control.

The assessment process is rigorous. The Ministry may demand information, interview parties, and consult other agencies. If competition concerns arise, it can impose remedies, such as divesting a business unit or requiring fair access to infrastructure.

For businesses and lawyers, the practical consequence is that merger planning in Uganda now requires competition clearance. Deal timelines must account for regulatory review, and agreements must include conditions precedent tied to approval.

Part VI Inquiries and Related Matters (Regulations 37–38)

The Ministry has the power to investigate both mergers that proceed without notification and anti-competitive conduct more generally. These investigations may involve broad requests for information and even on-site inspections.

This ensures that the law cannot be sidestepped by technicalities, even transactions or practices that appear minor may still attract scrutiny if they pose risks to competition.

Part VII Miscellaneous Provisions (Regulations 39–41)

The final section deals with penalties and safeguards. Courts are guided on how to calculate fines, taking into account factors such as the seriousness of the conduct and the level of cooperation.

Parties may claim confidentiality over sensitive information, provided they justify the request. At the same time, a catch-all offence clause ensures that any breach of the Regulations may be punished with fines of up to UGX 20 million or imprisonment for up to ten years.

Analysis of the Schedules

The five schedules give the Regulations practical effect.

1. Schedule 1 sets the value of a currency point at UGX 20,000, which is used to calculate fines.

2. Schedule 2 provides the standard forms for complaints, merger notifications, and confidentiality requests.

3. Schedule 3 contains the crucial merger thresholds and guidance on calculating turnover and assets.

4. Schedule 4 governs how the Technical Committee conducts its meetings.

5. Schedule 5 is referenced but not included, hinting at possible future additions.

Practical Implications

The introduction of the Competition Regulations, 2025 is more than a technical legal development. It is a paradigm shift.

For businesses, compliance is no longer negotiable. Market leaders must review their pricing and contracting strategies, companies planning mergers must build in clearance timelines, and employees at all levels must be trained in the dos and don’ts of competition law. With an anonymous complaint mechanism in place, any misstep could lead to an investigation.

For lawyers, a new field of practice has emerged. Advising on merger notifications, guiding clients through investigations, and litigating competition cases will become integral parts of corporate and commercial law practice in Uganda.

At a broader level, these Regulations signal Uganda’s commitment to building a fair and competitive economy. They are designed to protect consumers, encourage innovation, and ensure that success in the marketplace comes from merit, not manipulation.

The challenge now lies in implementation. The Ministry, the Technical Committee, businesses, and the courts will all have to adapt to this new regulatory culture. Those who prepare early, by embedding compliance into strategy and by seeking informed legal advice, will be best placed to thrive under the new regime.

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