FCC Merger Notification in Tanzania 2026: Threshold, Filing Fees, Approval Process and Timelines
FCC merger notification in Tanzania is an important regulatory consideration for businesses involved in acquisitions, share purchases, joint ventures, business transfers and corporate restructuring. A transaction may require approval from the Fair Competition Commission (FCC) even where the parties are based outside Tanzania, provided the transaction results in a change of control of a business, part of a business or an asset of a business in Mainland Tanzania.
The current Mainland Tanzania merger notification threshold is TZS 3.5 billion, calculated using the combined market value of assets or turnover of the merging firms, whichever is higher.
However, the financial threshold is not the first question to ask. The first question is whether the transaction amounts to a merger under the Fair Competition Act. Understanding the control test, financial threshold, filing fees and approval timetable is essential before signing or completing a transaction.
- What law governs merger notification in Tanzania?
Merger control in Mainland Tanzania is principally governed by:
- The Fair Competition Act, Chapter 285, Revised Edition 2023, as amended;
- The Fair Competition (Threshold for Notification of a Merger) Order, 2006, as amended by the 2017 Amendment Order;
- The Competition Rules, 2018, Government Notice No. 344; and
- Applicable amendments and regulatory requirements.
The Fair Competition Commission administers the merger control regime in Mainland Tanzania.
Under section 2 of the Fair Competition Act, a merger includes an acquisition of shares, a business or other assets, whether inside or outside Tanzania, resulting in a change of control of a business, part of a business or an asset of a business in Tanzania.
This means that a transaction does not have to take place physically in Tanzania to fall within the FCC’s jurisdiction.
- What is the FCC merger notification threshold in 2026?
The applicable Mainland Tanzania merger notification threshold is:
TZS 3,500,000,000 (TZS 3.5 billion).
The threshold was established by the Fair Competition (Threshold for Notification of a Merger) (Amendment) Order, 2017, Government Notice No. 222.
The Order provides that the threshold is calculated using the combined market value of assets or turnover of the merging firms.
The practical test therefore involves two main elements:
- The transaction must result in a direct or indirect change of control of a business, part of a business or an asset of a business in Mainland Tanzania.
- The applicable combined asset value or turnover must meet or exceed TZS 3.5 billion.
Both elements must be considered. A transaction does not become notifiable simply because the parties have substantial turnover or assets if there is no qualifying change of control.
For international groups, the financial calculation should not automatically be limited to the Tanzanian target’s local turnover. The FCC’s approach to the threshold can take account of the wider groups involved in the transaction. The relevant group structure, financial statements and applicable calculation methodology should be examined before deciding that a filing is unnecessary.
- Does a foreign-to-foreign transaction require FCC approval?
Yes, it can.
The Fair Competition Act expressly covers acquisitions made inside or outside Tanzania.
For example, consider a company incorporated in China acquiring shares in a company incorporated in the United Kingdom. The UK company owns a subsidiary operating in Tanzania.
Even though the share purchase takes place outside Tanzania, the transaction may require FCC notification if it results in a change of control of the Tanzanian business or assets and meets the applicable financial threshold.
Other examples include:
- A foreign parent company acquiring another international corporate group with a Tanzanian subsidiary.
- An offshore acquisition involving a company with significant business operations in Tanzania.
- A foreign investor acquiring control of a Tanzanian company through an overseas holding company.
- An international restructuring that transfers control over a Tanzanian business or assets.
Investors should therefore assess the Tanzanian regulatory implications of an international acquisition before completion.
- Are minority share acquisitions notifiable?
A minority share acquisition does not automatically require FCC notification.
The important issue is whether the rights acquired result in a change of control.
For example, an investor purchasing 25% of a company’s shares may obtain rights that allow it to exercise significant influence over the company’s commercial decisions.
Relevant considerations may include:
- Rights to appoint or remove directors;
- Veto rights over strategic business decisions;
- Reserved matters requiring the investor’s consent;
- Voting arrangements with other shareholders;
- Shareholders’ agreement provisions;
- Contractual arrangements that influence management or commercial policy.
A purely passive minority investment without rights that confer control would not ordinarily satisfy the statutory merger definition merely because the investor acquires shares.
There is no universal shareholding percentage that determines control in every transaction. The rights attached to the investment and the practical governance arrangements must be assessed.
- How much are FCC merger notification filing fees?
The FCC filing fee is calculated using the combined annual turnover or assets of the merging firms, whichever is higher, based on their latest audited financial statements.
Under Rule 68 of the Competition Rules, 2018, the published fee structure is:
| Combined annual turnover or assets | FCC filing fee |
| TZS 800 million to TZS 25 billion | TZS 25,000,000 |
| Above TZS 25 billion but below TZS 100 billion | TZS 50,000,000 |
| TZS 100 billion or above | TZS 100,000,000 |
The prescribed fees are exclusive of VAT.
Important: The TZS 800 million lower boundary in the fee schedule is not the current merger notification threshold. The applicable notification threshold is TZS 3.5 billion.
The government filing fee should be distinguished from professional fees for transaction analysis, preparation of the notification, document review and regulatory coordination.
Who pays the FCC filing fee?
The parties can agree on how the filing fee is allocated in the sale and purchase agreement or other transaction documents.
In many acquisitions, the buyer assumes responsibility for the filing process and associated costs. However, the agreement should expressly identify:
- Which party is responsible for submitting the notification;
- Who bears the FCC filing fee;
- Who supplies the required financial and corporate documents;
- Who manages responses to FCC information requests; and
- What happens if approval is delayed, conditional or refused.
The financial responsibility should be agreed before the transaction documents are finalised.
- What documents are required for FCC merger notification?
A merger notification is submitted using Form FCC.8, prescribed under the Competition Rules, 2018.
The filing normally requires information and supporting documents relating to both the acquiring and target firms.
These may include:
- Certificate of incorporation or equivalent registration documents;
- Memorandum and articles of association or constitutional documents;
- Group ownership and corporate structure charts;
- Latest audited financial statements;
- Details of annual turnover and asset values;
- Shareholding and beneficial ownership information;
- Transaction agreements and relevant shareholders’ agreements;
- Board or shareholder resolutions, where applicable;
- Description of the businesses and activities of the parties;
- Information about competitors, customers, suppliers and relevant markets;
- Transaction rationale and supporting business information; and
- Authorisation documents for representatives submitting the notification.
The FCC may request additional information where necessary to assess the transaction.
Parties should also identify confidential commercial information and make the appropriate confidentiality claims through the prescribed procedure.
Preparing a complete and consistent filing is important because missing information can delay the commencement of the substantive review period.
- How long does FCC merger approval take?
The merger review process is governed by section 11 of the Fair Competition Act and the Competition Rules, 2018.
The main stages include:
Stage 1: Submission of the notification
The parties submit Form FCC.8, the required supporting documents and the applicable filing fee.
Stage 2: Completeness review
The FCC reviews the notification and may issue a notice of complete or incomplete filing. Under the Competition Rules, the initial completeness review is generally conducted within five business days.
Where the filing is incomplete, the parties must provide the missing information. The substantive review period does not begin until the filing is complete.
Stage 3: Initial assessment
Following a complete filing, the FCC has an initial period of 14 days to determine whether the proposed merger requires further examination.
Stage 4: Further examination
Where the FCC determines that further examination is necessary, section 11 provides for a 90-day examination period.
The period may be extended by a further 30 days. Additional time may also be allowed where the Commission’s consideration has been delayed in obtaining information from the parties.
Stage 5: Decision
The FCC may approve the merger, approve it subject to conditions, or prohibit it where the applicable competition concerns justify that outcome.
For transaction planning, parties should allow sufficient time for the initial assessment and any detailed examination. A straightforward transaction may be cleared during the initial review, while a complex transaction may take considerably longer.
Do not treat 135 days as a guaranteed or universal statutory deadline. The actual timetable depends on completeness, the scope of examination, information requests and applicable extensions.
- What happens if a company completes a merger without FCC clearance?
A notifiable merger must not be implemented before FCC approval.
Rule 33(7) of the Competition Rules, 2018 expressly prohibits parties from implementing a merger until it has been approved by the Commission.
This is commonly referred to as the standstill obligation.
Depending on the transaction, implementation may involve:
- Transferring shares or assets;
- Giving the purchaser control over the target;
- Integrating business operations;
- Exercising decision-making rights before clearance; or
- Taking steps that effectively transfer control before approval.
Parties should not assume that signing an agreement or completing an offshore transaction removes the obligation to obtain the necessary Tanzanian approval.
Failure to notify or implementing a notifiable merger without approval can expose the parties to significant regulatory consequences.
These may include a fine ranging from 5% to 10% of the relevant offender’s annual turnover derived from Mainland Tanzania, together with corrective measures available under the applicable legislation.
Depending on the circumstances, the FCC may also take steps affecting the transaction, including requiring divestment or reversing an unlawful acquisition.
The precise consequences depend on the applicable statutory provisions and the facts of the transaction.
- What is the applicable competition test?
The substantive merger assessment changed following amendments to the Fair Competition Act in 2024.
The assessment is no longer confined to whether a transaction creates or strengthens a dominant position.
The FCC now considers whether a proposed merger is likely to substantially lessen competition.
Relevant considerations may include:
- Market concentration;
- The competitive position of the parties;
- Barriers to entry;
- The availability of alternative suppliers;
- The bargaining power of customers;
- Potential effects on prices and consumer choice;
- Vertical relationships between businesses; and
- Potential public benefits arising from the transaction.
A merger may raise competition concerns even where the parties are not direct competitors.
The FCC may also consider substantial public benefits where the law permits those benefits to be weighed against potential competitive harm.
- Does Zanzibar have a separate merger notification regime?
Yes.
Investors should distinguish between Mainland Tanzania and Zanzibar when assessing merger control obligations.
Mainland Tanzania’s merger control regime is administered by the Fair Competition Commission under the Fair Competition Act.
Zanzibar has a separate competition and consumer protection framework administered by the Zanzibar Fair Competition and Consumer Protection Commission (ZFCC).
A transaction involving a business or assets in Zanzibar may therefore require a separate jurisdictional assessment.
The applicable Zanzibar threshold and filing requirements should not be assumed to be identical to those applicable to Mainland Tanzania.
Where a transaction affects both Mainland Tanzania and Zanzibar, the parties should assess the relevant regulatory requirements in each jurisdiction.
- Does the East African Community merger regime apply?
International acquisitions involving Tanzania may also require an assessment under the East African Community competition framework.
The East African Community Competition Authority (EACCA) began accepting notifications for qualifying cross-border mergers with effects in at least two EAC Partner States from 1 November 2025.
Consequently, parties involved in regional acquisitions should assess the applicable EAC filing requirements alongside national merger control obligations.
The appropriate filing route depends on the transaction structure, the affected markets, the regional jurisdictional requirements and the applicable rules.
An international acquisition should not be assessed solely by looking at the Tanzanian threshold.
- Practical steps before signing an acquisition agreement
Before signing or completing an acquisition involving a Tanzanian business, investors should consider the following:
- Identify the target’s Tanzanian operations: Establish whether the target owns or controls a business, part of a business or assets in Mainland Tanzania or Zanzibar.
- Analyse control: Review the proposed shareholding, voting rights, board composition and shareholders’ agreement.
- Calculate the threshold: Examine the combined turnover and asset values using the applicable financial information.
- Check the regulatory jurisdiction: Determine whether FCC, ZFCC or EACCA notification requirements may apply.
- Prepare the filing documents: Obtain corporate records, financial statements, transaction agreements and supporting information.
- Allocate regulatory costs: Agree on filing fees and responsibility for the notification.
- Include clearance as a condition precedent: Make the relevant regulatory approval a condition to completion where required.
- Maintain operational independence: Avoid implementing the transaction or exercising control before the necessary clearance.
Early regulatory assessment can reduce the risk of unexpected costs, delayed completion and enforcement action.
- Frequently asked questions about FCC merger notification in Tanzania
What is the FCC merger notification threshold in Tanzania in 2026?
The current Mainland Tanzania threshold is TZS 3.5 billion, calculated using the combined market value of assets or turnover of the merging firms, whichever is higher.
Does a foreign company acquiring a Tanzanian company need FCC approval?
Yes, where the transaction results in a change of control of a business, part of a business or an asset of a business in Mainland Tanzania and meets the applicable threshold.
Does a minority share purchase require FCC notification?
Not automatically. The transaction must be assessed to determine whether the rights acquired result in a change of control. A minority investment may be notifiable where it confers relevant control rights.
How much does FCC merger notification cost?
The published filing fees range from TZS 25 million to TZS 100 million, depending on the combined turnover or assets of the merging firms. VAT is additional.
How long does FCC merger approval take?
The initial assessment period is 14 days following a complete filing. If further examination is required, the statutory examination period is 90 days, potentially extendable by 30 days, with additional time possible in certain information-delay circumstances.
Can parties complete the transaction while FCC approval is pending?
No. Parties must not implement a notifiable merger before approval.
Does FCC merger approval cover Zanzibar?
Not automatically. Zanzibar has a separate competition regulator and framework, and transactions involving Zanzibar should be assessed independently.
Who is responsible for filing the merger notification?
The acquiring firm or firms generally take responsibility for notification, although the transaction parties must coordinate the information and supporting documents required for the application.
- How GERPAT Solutions supports merger notification and corporate transactions in Tanzania
GERPAT Solutions is a Tanzania and Zanzibar business advisory and corporate consulting firm supporting local and international businesses with investment, corporate and regulatory compliance matters.
We assist businesses and investors with:
- Preliminary merger notification and jurisdictional assessments;
- Corporate structure and transaction documentation coordination;
- FCC merger notification preparation and filing coordination;
- Regulatory compliance support for acquisitions and restructuring;
- Coordination of corporate records and supporting documents;
- Tanzania market-entry and investment-related regulatory support; and
- Mainland Tanzania and Zanzibar regulatory coordination.
For transactions requiring formal legal opinions, representation or litigation, appropriate qualified advocates should be engaged.
Whether you are acquiring a Tanzanian company, purchasing shares in a local business, restructuring an international group or establishing a joint venture, assessing merger control requirements early is an important part of transaction planning.
Contact GERPAT Solutions for assistance with merger notification coordination, corporate transactions and regulatory compliance in Tanzania and Zanzibar.
at www.gerpatsolutions.co.tz, info@gerpatsolutions.co.tz, Mob: +255 742 816 955
GERPAT Solutions — Your Tanzania & Zanzibar Market Entry and Regulatory Compliance Partner.
Disclaimer: This article is provided for general information purposes only and does not constitute legal, financial or transaction-specific advice. Merger control requirements, thresholds, filing fees and procedures should be verified against the legislation and regulatory guidance in force at the time of the proposed transaction. Parties should obtain appropriate professional advice before taking action.