The new thresholds — the first change since 2017
South African merger control is mandatory and suspensory: if a deal crosses the notification thresholds it must be filed, and it may not close until it is approved. The thresholds are set by notice under section 11 of the Competition Act 89 of 1998 and had not moved since 2017 (GenN 1003 of 2017) — until this year. The new notices were signed on 4 May 2026 and gazetted on 8 May 2026, with effect from 1 May 2026. Most guides indexed on the web still show the old numbers; the figures below are the ones on the Competition Commission’s thresholds page today. Figures last reviewed 16 July 2026.
| Merger class | Combined SA turnover/assets (acquiring group + target) | Target’s SA turnover/assets | Who decides |
|---|---|---|---|
| Small | Below either intermediate threshold | — | No filing (but see the call-in power below) |
| Intermediate | R1 billion or more (was R600 million) | R200 million or more (was R100 million) | Competition Commission |
| Large | R9.5 billion or more (was R6.6 billion) | R280 million or more (was R190 million) | Competition Tribunal, on the Commission’s recommendation |
Both legs must be met: the combined figure (the acquiring firm’s group plus the target) and the target’s own figure, each tested on South African-derived turnover or asset values. The steep rise in the intermediate thresholds — the target leg doubled, the combined leg rose by two-thirds — means some deals that would have been notifiable in April 2026 are now small mergers, and some former large mergers are now intermediate. Run the numbers on the new figures before assuming a filing is (or is not) needed.
What counts as a notifiable merger
A merger under section 12 of the Competition Act is the direct or indirect acquisition or establishment of control over the whole or part of the business of another firm — however the deal is structured. A share purchase, a purchase of business assets, an amalgamation: if the transaction moves control of a South African business (or of a group that includes one), it is a merger. Control ranges from outright majority ownership to weaker, de facto forms — so minority investments with strong veto or board rights deserve a specific control analysis by counsel rather than an assumption either way.
Merger control sits alongside — not instead of — the rest of your deal stack. The purchase price still has to move through the exchange-control machinery, the acquisition vehicle question is covered in subsidiary vs branch, and the sale agreement itself is governed by the principles in contracts and dispute resolution.
Small mergers can still be called in
A deal below both intermediate thresholds is a small merger: it may be implemented without approval. But section 13(3) gives the Commission a call-in power — within six months of implementation it may require a small merger to be notified if the Commission considers that it may substantially prevent or lessen competition or raises public-interest concerns. Buyers of just-below-threshold businesses in concentrated or politically sensitive markets should price in that residual risk.
Foreign-to-foreign deals: the global-deal trap
The single most common merger-control mistake by overseas acquirers is assuming that a deal signed and closing outside South Africa is outside South African jurisdiction. The Act’s reach is defined by effects, not geography:
(1) This Act applies to all economic activity within, or having an effect within, the Republic, except—
Note — The words “or having an effect within” are the hook: a foreign-to-foreign transaction is caught where both parties have South African turnover or assets meeting the thresholds — typically because the target group includes a South African subsidiary.
So when a US buyer acquires a European group whose portfolio includes a South African subsidiary with local turnover of R200 million or more, and the combined South African turnover or assets of the acquiring group and the target reach R1 billion, a South African filing is mandatory even though no South African entity signs the sale agreement. Because implementation before approval is prohibited, the South African clearance must be sequenced into the global closing timetable — a deal that closes worldwide while the South African filing is pending has been implemented without approval in South Africa. Multinationals routinely carve South Africa out as a deferred closing or make the global closing conditional on South African clearance; which is right for you depends on the deal structure and timing pressure.
Process, timelines and filing fees
The Competition Commission (the investigating authority) and the Competition Tribunal (the adjudicative body) split the work by merger class:
- Intermediate mergers are decided by the Commission itself. Section 14 gives it 20 business days from a complete filing, extendable once by up to 40 business days. For a deal without competition or public-interest complications, a realistic planning figure is 30–60 business days.
- Large mergers go to the Tribunal. The Commission investigates and must refer the merger with a recommendation within 40 business days (section 14A), with Tribunal-granted extensions of up to 15 business days at a time; the Tribunal then decides after a hearing. Complex large mergers realistically run several months end to end.
Filing fees rose with the thresholds, with effect from 1 May 2026: R220 000 for an intermediate merger and R735 000 for a large merger (previously R165 000 and R550 000). The Commission’s own thresholds page is silent on the fees; the gazetted increases are recorded in the May 2026 alerts by Werksmans and Bowmans. Budget the fee, the merger-filing bundle (competitiveness reports, turnover certificates) and — on any deal with a workforce — the employment analysis described next.
Public-interest conditions are now routine
This is the part of South African merger control that most surprises foreign acquirers: clearance is not only about competition. Section 12A(1A) obliges the Commission and Tribunal to assess the public-interest factors even where the merger raises no competition concern at all. The factors are listed in the Act:
…the Competition Commission or the Competition Tribunal must consider the effect that the merger will have on— (a) a particular industrial sector or region; (b) employment; (c) the ability of small and medium businesses, or firms controlled or owned by historically disadvantaged persons, to effectively enter into, participate in or expand within the market; (d) the ability of national industries to compete in international markets; and (e) the promotion of a greater spread of ownership, in particular to increase the levels of ownership by historically disadvantaged persons and workers in firms in the market.
Note — “Historically disadvantaged persons” (HDPs) is the Act’s term for the groups excluded under apartheid. Factor (e) — the greater spread of ownership — is the basis for the worker and HDP ownership conditions now common in merger approvals.
In practice two families of condition have become routine. Employment conditions — typically a moratorium on merger-specific retrenchments for a set period (South African dismissal law is already strict; see employment law essentials). And ownership conditions — commitments to establish an employee share-ownership plan (ESOP) or to bring in HDP shareholding, which connect merger control to the broader empowerment framework covered in B-BBEE for foreign-owned companies. Foreign acquirers should model these as a probable cost of clearance, not an outlier risk — and should know that the courts give the competition authorities a wide berth:
National-security review (section 18A): enacted, but not in force
Many jurisdictions now screen foreign investment on national-security grounds (the Committee on Foreign Investment in the United States — CFIUS — and the United Kingdom’s National Security and Investment Act). South Africa legislated a version of this — section 18A of the Competition Act, inserted in 2018, under which the President must establish a committee to review foreign acquisitions implicating national security. But the provision has never been brought into force: no commencement proclamation has been made and no list of national-security interests has been published as at July 2026.
The practical position is therefore precise: South Africa currently has no standalone foreign-investment screening regime, and merger control described on this page is the only mandatory approval gate for acquiring a South African business. Treat s 18A as a watch item — it sits on the statute book and could be proclaimed into force at any time — and have counsel confirm its status as part of deal due diligence, alongside the sector-specific licensing and regulatory checks mapped in our South African compliance hub.
Closing without approval: gun-jumping
A notifiable merger may not be implemented before it is approved. “Implementation” is broader than legal closing — transferring the shares or assets, integrating operations, exercising control over the target’s strategy or appointing its board can all amount to implementing the merger. Closing first and filing later (“gun-jumping”) exposes the parties to penalties and, worse for deal certainty, leaves the transaction hostage to authorities who still get to decide whether it may proceed and on what conditions.
Three consequences flow for deal design. First, make Competition Act approval a condition precedent in the sale agreement, with a long-stop date calibrated to the realistic timelines above. Second, police the gap between signing and clearance: information exchange and integration planning need competition-law guardrails. Third, remember the small-merger call-in power — a below-threshold acquisition implemented today can still be summoned for review within six months if it raises competition or public-interest concerns.
Practical advice for foreign acquirers
- Test the thresholds on the new figures, early. Compute the combined South African turnover/assets of the acquiring group plus the target, and the target’s own South African figure, against R1 billion/R200 million (intermediate) and R9.5 billion/R280 million (large). Anything computed before 1 May 2026 on the old numbers should be redone.
- Prepare the public-interest narrative up front. Employment effects, and any HDP or worker-ownership story, belong in the first draft of the filing — not in a scramble after the Commission asks. Conditions negotiated early are usually narrower.
- Sequence the filing into the deal timetable. File promptly after signing; for global deals, decide consciously whether South Africa closes with the world or on a deferred leg. Do not implement — anywhere it touches South Africa — before approval.
- Budget realistically. The filing fee (R220 000 intermediate / R735 000 large), the advisory work on the merger bundle, and the timeline (30–60 business days intermediate; months for a contested large merger).
- Engage counsel on the ground before signing. Threshold arithmetic, the control analysis on minority stakes, and public-interest positioning are all cheaper to get right before the sale agreement is fixed — book a consultation if a South African target is on your board’s agenda.
Frequently asked questions
More market-entry questions are answered in the Doing Business in South Africa FAQ.
Only if the deal crosses the notification thresholds, which changed on 1 May 2026. Notification is mandatory for an intermediate merger — combined South African turnover or assets of R1 billion or more, with the target at R200 million or more — and for a large merger (R9.5 billion combined / R280 million target). A notifiable merger may not be implemented before approval. Below both thresholds the deal is a small merger: no filing is required, but the Commission may require notification within six months of implementation if it raises competition or public-interest concerns.
Quite possibly. Section 3(1) of the Competition Act applies the Act to all economic activity within, or having an effect within, South Africa — so a deal signed and closing entirely offshore is caught if both parties have South African turnover or assets meeting the thresholds. The typical trigger: the target group includes a South African subsidiary with local turnover or assets of R200 million or more, and the acquiring group and target together reach R1 billion in South Africa. If so, the South African filing must be built into the global closing timetable, because implementation before approval is prohibited.
For an intermediate merger the Commission must decide within 20 business days of a complete filing, extendable once by up to 40 business days (s 14) — in practice, allow 30–60 business days for a deal without complications. For a large merger the Commission has 40 business days to investigate and refer the merger with a recommendation to the Competition Tribunal, which may grant extensions of up to 15 business days at a time before deciding after a hearing — complex large mergers realistically take several months end to end.
Yes. Section 12A(1A) makes the public-interest assessment mandatory even where the merger raises no competition concern, against the s 12A(3) factors: sector or region, employment, small and medium businesses and firms owned by historically disadvantaged persons, national industry competitiveness, and a greater spread of ownership including by historically disadvantaged persons and workers. Employment moratoria and ownership commitments — typically an employee share-ownership plan (ESOP) or a shareholding for historically disadvantaged persons — have become routine conditions, and the Constitutional Court in Competition Commission v Mediclinic (2021) signalled strong deference to the Tribunal’s merger assessments.
Implementing a notifiable merger before approval is prohibited, and “gun-jumping” — closing, integrating or exercising control before clearance — exposes the parties to penalties and puts the transaction itself at risk, since the authorities decide whether the merger may proceed at all and on what conditions. The clean path is to make approval a condition precedent in the sale agreement, file promptly after signing, and keep the businesses separate until clearance. Even a deal below the thresholds is not entirely safe: the Commission can require a small merger to be notified within six months of implementation if it raises concerns.
Not yet in practice. Section 18A of the Competition Act — which requires the President to establish a committee to review foreign acquisitions implicating national security — was enacted in 2018 but has never been brought into force, and no list of national-security interests has been published as at July 2026. South Africa therefore currently has no standalone foreign-direct-investment (FDI) screening regime: merger control is the only mandatory approval gate. Because s 18A could be proclaimed into force at any time, foreign acquirers in sensitive sectors should re-check its status at deal time.
This guide states the position as at 16 July 2026. It is general information, not legal advice — notifiability turns on group structures, turnover computation and control analysis, so take advice on your facts before signing.