Merger control and competition law: Law n° 011/2026 in force since 4 March 2026, what counts as a merger and as control, the 30-day notification and 45-day suspensory review, the substantive and public-interest tests, remedies and appeals, COMESA and EAC filings, cartels, vertical restraints, abuse of dominance and the 5% fine

The 2026 law and the authority that applies it

Rwanda replaced its competition statute in 2026. Law n° 011/2026 of 26/02/2026 relating to competition and consumer protection (the Competition Law) was published in the Official Gazette n° Special of 04/03/2026 and came into force on that date (Article 76), repealing Law nº 36/2012 of 21/09/2012 relating to competition and consumer protection (Article 74). The Law applies to any economic activity carried out by any means, related to business, that has an effect on consumers or on competition in the Rwandan market (Article 3(1)), so a transaction between two foreign companies can be caught if their Rwandan activities are affected. It does not apply to collective bargaining and trade union activity, to elements of an agreement relating exclusively to the use, licensing or assignment of intellectual property rights, or to activities expressly authorised or required under international treaties ratified by Rwanda (Article 3(2)).

The Law confers its powers on "the Regulatory Authority", defined as the State organ in charge of competition and consumer protection (Article 2(q)). That organ is the Rwanda Inspectorate, Competition and Consumer Protection Authority (RICA), established by Law Nº 31/2017 of 25/07/2017, which receives merger notifications, applications for authorisation of restrictive agreements, and complaints, and investigates cartels and abuse of dominance. Policy rests with the Ministry of Trade and Industry. The Law leaves much of the detail to RICA Regulations: the merger notification thresholds, forms and fees (Article 11(4)), simplified and phased review procedures (Article 14(3)), leniency (Article 58), cooperation agreements (Article 59), criteria for authorising restrictive agreements (Article 6(2)) and for assessing abuse (Article 9(3)), and the State subsidy threshold (Article 69). None of those Regulations had been published on RICA's website at 10 October 2026 (FAQ 87).

What is a merger, and what is control

Under Article 10(1), a merger occurs where a lasting change in control results from (a) the merger of two or more previously independent enterprises or parts of them; (b) the acquisition of control by one or more enterprises, whether through the purchase of assets, contractual arrangements or any other means of direct or indirect control of the whole or parts of one or more enterprises; or (c) the creation of a full-function joint venture which, on a lasting basis, performs the functions of an autonomous enterprise. An asset deal that transfers a business or part of one is therefore a merger as much as a share deal, and so is a long-term management or operating contract that hands over control.

Article 10(2) sets three alternative tests of control. A person controls an enterprise if he or she (a) holds more than one half of its issued share capital, business or assets; (b) can exercise decisive influence, directly or indirectly, over decisions on the management and use of its assets, by casting a majority of the votes at a general meeting or controlling them, by being able to appoint or veto the appointment of a majority of the board, or by exercising decisive influence over the composition, voting or decisions of the board or shareholders' meetings; or (c) can exercise material influence over the commercial policy of the enterprise, directly or indirectly, including its strategic or commercial objectives. The third test is wide. A minority investor with veto rights over the business plan, budget or senior appointments may acquire material influence, so private equity and joint venture investments below 50% need to be assessed, and a move from joint to sole control is itself a new acquisition of control (Joint ventures, shareholder agreements and exit rights).

When and how to notify RICA

Enterprises notify their merger by reference to their combined annual turnover or the value of their assets (Article 11(1)), and must do so within 30 days of the date of their decision to merge (Article 11(2)). The decision to merge is not defined; signing the binding agreement is the safest reference point, and parties who sign a binding term sheet should treat that as the trigger. The thresholds, the form and content of the notification and the fees are to be prescribed by RICA Regulations (Article 11(4)). Because those Regulations had not been published at 10 October 2026, there was no statutory figure against which to test a deal, and the Competition Law contains no transitional provision on merger thresholds. Before March 2026, RICA accepted merger notifications through the IremboGov "Merger Notification" service, which IremboGov's support page, last modified on 18 September 2025, described as free of charge with a 30-day processing time and an online certificate; whether that service has been adapted to the 2026 Law was not known. The prudent course for any acquisition of control with a Rwandan dimension is to consult RICA in writing before signing and to notify if RICA so indicates.

Even a merger below the thresholds is not safe. Where RICA suspects that it may eliminate or lessen competition or harm the public interest, it may require the parties to notify within 12 months of completion, without a fee (Article 11(3)). Within 10 days of receiving a complete notification, RICA publishes on its website notice of the start of its review, naming the parties, their activities and markets and the nature of the merger, and inviting comments within a stated period (Article 12). Parties should therefore expect the deal to become public at that point, and should agree with their counterparty how confidential information in the filing will be handled (Article 53 protects confidential information obtained by RICA).

The review: timetable, test and outcomes

RICA must decide within 45 days of receiving a complete notification, a period it may extend once by up to 15 days on written notice to the parties (Article 14(1)). The review is suspensory: the parties cannot implement the merger until RICA has issued its decision, but if RICA fails to notify its decision within the time limit, the merger is deemed approved (Article 14(2)). Simplified and phased procedures are promised by Regulations (Article 14(3)).

The substantive question is whether the merger is likely to eliminate or lessen competition (Article 13(1)). RICA takes into account the structure of the relevant market; actual and potential competition from domestic and international firms; the parties' market position and financial power and whether the merger creates or strengthens a dominant position; countervailing power; market dynamics, growth and innovation; alternatives for suppliers and users; barriers to entry; the interests of customers and consumers; and whether the merger generates efficiencies, innovation or sustainability (Article 13(2)). Even where a merger substantially lessens competition, RICA approves it if it is likely to produce economic or technological efficiencies, contributes significantly to an ecologically sustainable or climate-neutral economy, brings pro-competitive gains that outweigh the harm, or is justified on public interest grounds, including where an enterprise is falling into insolvency, the merger maintains or promotes exports or employment in Rwanda, enhances industrial competitiveness, or protects micro and small enterprises (Article 13(3)).

RICA may approve unconditionally, approve with conditions, or deny the merger (Article 15). Conditions may be structural, such as divestitures or exit from a joint venture, or behavioural, such as licensing intellectual property, granting access to key assets, data or technology, non-discrimination between customers or suppliers, or ending exclusive agreements, or a combination (Article 16). The decision is notified in writing and published on RICA's website (Article 18), and RICA may revoke it if it was based on incorrect information for which a party was responsible, was obtained by fraud, or its conditions are breached (Article 19).

Appeals and sanctions

A party dissatisfied with a RICA decision may apply to RICA in writing for reconsideration within 30 days of notification of the decision, and RICA must respond within 30 days (Article 62). The party may appeal to the new Independent Appeal Committee within 30 days of receiving RICA's written decision, or within 30 days after RICA's time to respond to a reconsideration has expired, and may then bring an action before the competent court within 30 days of the Committee's decision (Article 63). Neither an appeal nor a court action suspends RICA's decision unless the Committee or the court orders otherwise (Article 63(4)), and an unappealed decision becomes final and enforceable (Article 65). The Committee's organisation is to be set by a Ministerial Order (Article 64), which had not been located at 10 October 2026.

Under Article 66, an enterprise that concludes a prohibited horizontal or vertical agreement, abuses a dominant position, fails to comply with conditions attached to a merger approval, or fails to make a mandatory merger notification or refuses a notification required by RICA, commits a fault and is liable to an administrative fine not exceeding 5% of its annual turnover in the year preceding the fault. An enterprise operating for less than a year is fined on the turnover of its months of operation (Article 68). Commentators described the repealed law's fines as 5% to 10% of turnover, so the 2026 Law sets a cap rather than a floor. Obstructing an investigation or giving false or incomplete information is punished separately under Article 67 by banded fines ranging from RWF 30,000 to RWF 500,000 according to turnover, doubled for a repeat within two years and quadrupled for a third.

Regional merger control: COMESA and the EAC

Rwanda is a member of the Common Market for Eastern and Southern Africa (COMESA). The COMESA Competition and Consumer Protection Regulations, 2025, adopted by the COMESA Council on 4 December 2025 and reported to have entered into force the next day, replaced the 2004 Regulations. Under Regulation 41(5), a merger is notifiable if at least one party operates in two or more Member States, the target operates in one or more, the combined COMESA turnover or assets of all parties meet the prescribed threshold and those of at least one acquiring and one target party each meet a prescribed threshold, unless each party has more than a prescribed share of its COMESA turnover or assets in one and the same Member State. Joint ventures intended to operate in two or more Member States have their own test (Regulation 41(6)), and mergers in digital markets are notifiable on a transaction-value test (Regulation 41(7)). The figures sit in COMESA Rules rather than the Regulations; practitioners report combined COMESA turnover or assets of USD 60 million, USD 10 million each for at least one acquirer and one target, a two-thirds single-country exception, a digital transaction value of USD 250 million, and a fee of 0.1% of combined COMESA turnover or assets capped at USD 300,000.

COMESA notification must precede implementation, and no merger may be implemented without approval or a derogation, save for public bids and stock-exchange purchases notified in advance whose voting rights are not exercised (Regulation 42). The Commission decides within 120 days, extendable (Regulation 44); breach is punishable by fines of up to 10% of the parties' COMESA turnover (Regulation 41(12)). Regulation 49 gives the Commission exclusive jurisdiction over mergers meeting the thresholds and declares national notification of them contrary to the spirit of the Regulations; Member States that still require national notification lose their share of COMESA filing fees (Regulation 42(5)). The Competition Law contains no express rule deferring to COMESA, and its Article 70 leaves cooperation to a Prime Minister's Order not yet located, so parties to a COMESA-notifiable deal with Rwandan effects should ask RICA whether a national filing is also expected.

Rwanda is also a Partner State of the East African Community (EAC), whose Competition Authority, according to practitioners, began mandatory and suspensory merger review on 1 November 2025 under the EAC Competition (Mergers and Acquisitions) Regulations, 2025. The official texts could not be opened for this guide. As reported, a merger is notifiable where combined EAC turnover or assets reach USD 35 million and at least two parties each have USD 20 million, unless each achieves two-thirds in one Partner State; fees are USD 45,000, USD 70,000 or USD 100,000 by size band; review takes 120 business days; and gun-jumping fines reach 10% of EAC turnover. The COMESA and EAC authorities signed a memorandum of understanding on 10 June 2025, but no allocation protocol was in place, so a deal can need both regional filings as well as a Rwandan one.

Beyond mergers: cartels, distribution agreements and dominant firms

Article 4 prohibits horizontal agreements that have or are likely to have as their object or effect the elimination, prevention or lessening of competition, including price-fixing, limits on production or sales, collusive tendering and bid-rigging, market or customer allocation, collective refusals to buy or sell, and collective denial of access to an essential facility. Agreements between companies wholly owned or controlled by the same shareholder or parent are outside the rule (Article 4(4)). Article 5 prohibits anticompetitive vertical agreements, expressly including agreements whose object is to prevent the effective use of the internet to buy or sell, and agreements to maintain a minimum resale price; a supplier may recommend a resale price only if the recommendation is non-binding and the goods bear the stated price with the words "recommended price" next to it (Article 5(4)). An enterprise may apply for time-limited authorisation of an otherwise prohibited agreement that produces efficiencies, gives customers a fair share of the benefit, imposes only indispensable restrictions and does not eliminate competition (Articles 6 and 7). Distribution, agency and franchise agreements should be reviewed against these rules (Technology transfer, franchising and licensing).

Dominance is assessed by market position, entry conditions, economies of scale and network effects, potential competition and countervailing buyer power (Article 8). Article 9 prohibits the abuse of a dominant position that may appreciably affect the Rwandan market, including unfair prices, limiting production, discrimination, tying and bundling, refusal to supply, refusal of access to an essential facility, predatory pricing below average variable or marginal cost, exclusive purchasing obligations or rebates, and margin squeeze. RICA investigates on complaint or on its own initiative, normally within 90 days, extendable (Article 51), may enter premises, copy and seize documents and interview staff (Article 55), and may order interim measures including cessation of the conduct (Article 56). A leniency mechanism for enterprises that disclose evidence and cooperate (Article 58) and cooperation agreements for enterprises that admit the facts (Article 59) await RICA Regulations. The Law also requires an e-commerce licence (Article 44) and a licence for multi-level marketing (Article 72), and State organs must notify RICA in advance of subsidies above a threshold RICA will set (Article 69).

Notifying a merger to RICA

1. Assess control and Rwandan effectApply the three control tests in Article 10(2) and identify the parties' Rwandan turnover and assets for the year before the deal.
2. Consult RICAWhile thresholds await RICA Regulations, write to RICA before signing describing the parties, markets and transaction, and ask whether notification is required and in what form.
3. Prepare the notificationUse the form RICA prescribes, or the IremboGov merger notification service if RICA directs, with the agreement, corporate documents, turnover and asset figures, market definitions and shares, and a non-confidential version.
4. File within 30 daysSubmit within 30 days of the decision to merge (Article 11(2)) and pay any fee RICA has prescribed; keep proof of the date on which RICA treats the notification as complete.
5. Publication and commentsRICA publishes notice of its review within 10 days of the complete notification and invites comments (Article 12); prepare for questions from competitors and customers.
6. Await the decisionDo not implement. RICA decides within 45 days, extendable once by up to 15; silence at the deadline is deemed approval (Article 14).
7. Comply or challengeImplement any conditions under Article 16; seek reconsideration within 30 days (Article 62), then appeal to the Independent Appeal Committee and the court within 30 days each (Article 63).