Mainland Tanzania, Zanzibar and the EAC regional regime can all matter in a transaction involving Tanzania. The correct filing analysis depends on the transaction structure, where the businesses operate, the applicable financial thresholds, and whether the transaction has a cross-border effect within the East African Community.
Since the EAC regional merger-control regime became operational on 1 November 2025, foreign investors undertaking acquisitions involving Tanzania must consider not only the Mainland Tanzania competition regime, but also Zanzibar where relevant and the regional EAC Competition Authority (EACCA) regime for qualifying cross-border transactions.
The practical mistake is to look only at the group structure. The better approach is to map control, operating businesses, assets, turnover and relevant markets before deciding where to notify.
1. Mainland Tanzania: Fair Competition Commission
The Fair Competition Commission (FCC) administers merger control under the Fair Competition Act, Cap. 285 in Mainland Tanzania.
The current notification threshold is TZS 3.5 billion, calculated on the combined market value of the assets or turnover of the merging firms.
A transaction should therefore first be tested against the statutory definition of a merger or acquisition and then against the applicable financial threshold.
The analysis can become particularly important in sectors where a transaction may affect market concentration, competition, consumers or public-interest considerations.
For a foreign investor, the practical questions are:
- Does the transaction result in a change of control?
- What Tanzanian businesses or assets are being acquired?
- What are the relevant turnover and asset figures?
- Which markets will be affected?
- Is notification required before completion?
- What conditions precedent should be included in the transaction documents?
The FCC analysis should be completed early enough to avoid a competition approval becoming a closing-date problem.
2. Zanzibar: a separate competition analysis
Zanzibar has its own competition and consumer-protection framework under the Fair Competition and Consumer Protection Act, 2018.
The Act specifically regulates mergers and acquisitions that create or strengthen a position of dominance that distorts competition. It also requires consideration of factors including market concentration, barriers to entry, countervailing power, efficiencies, innovation, removal of competitors and public benefits.
This is particularly relevant to transactions involving:
- hotels and resorts;
- tourism businesses;
- shipping and maritime businesses;
- telecommunications;
- property and real-estate businesses;
- financial and other regulated activities; and
- businesses whose operating assets or relevant markets are located in Unguja or Pemba.
A Mainland Tanzania competition analysis should therefore not automatically be treated as the complete Zanzibar analysis.
For a transaction with both Mainland and Zanzibar operations, the correct approach is to examine the two regulatory environments separately and then consider whether the EAC regional regime is also engaged.
3. EACCA: when does the regional regime become relevant?
The East African Community Competition Authority operates the regional merger-control framework under the East African Community Competition Act, 2006.
The EAC introduced mandatory notification for qualifying cross-border mergers and acquisitions from 1 November 2025.
The current EAC notification thresholds provide that a cross-border merger or acquisition is notifiable where:
- the combined turnover or assets in the Community of the merging undertakings, whichever is higher, equals or exceeds USD 35 million; and
- at least two undertakings to the transaction have combined turnover or assets of USD 20 million in the Community,
unless each party achieves at least two-thirds of its aggregate Community turnover or assets within one and the same Partner State.
The second limb is particularly important.
The two-thirds test
The two-thirds rule can prevent a transaction from falling within the regional notification threshold where each party derives at least two-thirds of its relevant Community turnover or assets in the same Partner State.
This means that a transaction involving several EAC countries should not be classified as an EACCA filing merely because the corporate group has subsidiaries in several countries.
The actual turnover, assets, operating footprint and structure of the parties must be tested against the EAC rules.
4. The EACCA threshold calculation needs careful financial analysis
The EAC rules contain specific rules for calculating turnover and assets, including treatment of subsidiaries, parent companies and related undertakings.
For example, the EAC threshold notice provides that asset calculations can include assets of subsidiaries, parent companies and subsidiaries of parent companies, and that Community assets are connected to activities in the Community.
For a multinational acquisition, therefore, the threshold exercise should be undertaken with the transaction’s complete corporate structure in view.
A simple review of the target’s Tanzanian accounts may not be sufficient.
5. EACCA or national filing?
This is one of the most important questions in a regional transaction.
The existence of an EACCA notification does not mean that transaction counsel should simply ignore every national competition authority.
The interaction between the regional framework and national legislation should be assessed for the particular transaction, including the applicable EAC rules, the transaction’s countries of operation and the domestic legal position.
For a major transaction involving Tanzania, the prudent approach is to establish the jurisdictional position early and document the conclusion before relying on a regional filing as the only competition notification.
That is particularly important where the transaction has material Mainland Tanzania or Zanzibar operations.
6. FCC, Zanzibar or EACCA? A practical decision tree
Step 1 — Is there a merger or acquisition?
Determine whether the transaction involves a change of control over a business, part of a business, shares, assets or another transaction falling within the relevant merger-control legislation.
Step 2 — Where are the relevant businesses and assets?
Map:
- Mainland Tanzania;
- Unguja;
- Pemba;
- other EAC Partner States; and
- the relevant operating businesses and assets.
Do not rely only on the holding-company structure.
Step 3 — Test the EACCA thresholds
If the parties have operations in multiple EAC Partner States, calculate:
- combined Community turnover/assets;
- turnover/assets attributable to the relevant undertakings;
- the USD 35 million threshold;
- the USD 20 million two-undertaking threshold; and
- the two-thirds exception.
Step 4 — Test Mainland Tanzania
If the transaction falls within the Mainland merger-control framework, assess the TZS 3.5 billion threshold and the FCC notification requirements.
Step 5 — Test Zanzibar separately
Where the transaction affects businesses, assets or markets in Zanzibar, conduct a separate Zanzibar competition analysis under the applicable Zanzibar legislation.
Step 6 — Build regulatory clearance into the transaction timetable
Competition clearance should be reflected in:
- conditions precedent;
- long-stop dates;
- completion mechanics;
- filing responsibility;
- allocation of filing costs;
- information undertakings; and
- termination rights.
This should be addressed before signing, not after the SPA has already been negotiated.
7. What foreign investors should not assume
“The target is Tanzanian, so FCC is automatically the only authority.”
Not necessarily.
The transaction may also require a Zanzibar analysis or fall within the EAC regional framework depending on the transaction’s structure and regional footprint.
“The buyer has subsidiaries in Kenya and Uganda, so EACCA automatically applies.”
Not necessarily.
The EAC thresholds and the two-thirds test must be calculated using the applicable Community turnover and asset rules.
“FCC clearance automatically answers every Tanzanian competition question.”
A transaction affecting Zanzibar requires consideration of the separate Zanzibar competition framework.
“We can solve the competition issue after signing.”
That is a poor transaction strategy.
If regulatory approval is required, the filing timetable should be built into the transaction timetable from the beginning.
8. What about COMESA?
Tanzania is not a COMESA Member State. Therefore, a transaction does not become subject to COMESA merger control merely because it affects Tanzania.
However, a multinational transaction involving businesses in COMESA Member States may separately trigger COMESA jurisdiction in those markets.
The correct approach is therefore to conduct a multi-jurisdictional merger-control analysis, rather than assuming that one regional filing answers every African competition-law question.
9. A separate currency issue for transaction structuring
Tanzania introduced the Foreign Currency Use Regulations, 2025, which generally require domestic pricing and payment for goods and services in Tanzanian Shillings, subject to specified exceptions. The Bank of Tanzania subsequently issued clarification concerning permitted foreign-currency transactions involving non-residents.
This issue should not be confused with merger-control jurisdiction.
For an acquisition involving Tanzania, transaction counsel should separately assess how the applicable foreign-exchange rules affect:
- purchase consideration;
- deferred consideration;
- earn-outs;
- intercompany payments;
- completion accounts; and
- currency-risk allocation.
The treatment should be confirmed for the specific transaction rather than assuming that every acquisition payment must automatically be denominated or settled in TZS.
Frequently Asked Questions
Do I need to analyse FCC jurisdiction if the transaction is notified to EACCA?
Yes, the national/regional interface should be assessed for the particular transaction before relying on the EACCA notification as the sole competition filing.
What are the current EACCA merger thresholds?
The EAC threshold notice provides a combined Community turnover or assets threshold of USD 35 million, together with a USD 20 million threshold for at least two undertakings, subject to the two-thirds exception.
What is the Mainland Tanzania merger threshold?
The FCC’s current published threshold is TZS 3.5 billion, based on the combined market value of assets or turnover of the merging firms.
Does Mainland Tanzania merger analysis cover Zanzibar?
A separate Zanzibar competition analysis may be required where the transaction affects Zanzibar. Zanzibar has its own statutory framework governing mergers and acquisitions that create or strengthen a dominant position that distorts competition.
Does Tanzania fall under COMESA merger control?
Tanzania is not a COMESA Member State. However, the same multinational transaction may trigger competition-law obligations in other African jurisdictions where the parties operate.
Conclusion
For foreign investors, the key question is no longer simply “Do we need FCC clearance?”
The better question is:
Which competition regime has jurisdiction over the transaction, and what must be cleared before completion?
A Tanzania transaction may require a Mainland analysis, a Zanzibar analysis, an EACCA analysis, or a combination depending on its structure and regional footprint.
The safest approach is to map the transaction before signing, calculate the relevant thresholds, identify every affected jurisdiction, and build the required regulatory approvals into the transaction timetable.
GERPAT Solutions supports foreign investors with Tanzania and Zanzibar market entry, corporate, licensing, regulatory compliance, and investment coordination.