DTIC Proposes Merger Thresholds & Filing Fee Adjustments After A Decade Of Stagnation

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On 27 January 2026, the Minister of Trade, Industry and Competition, Mr Parks Tau, announced proposed amendments to South Africa's merger thresholds. This represents the first significant recalibration of these financial triggers since 2017 and is intended to align regulatory oversight with current economic realities and reduce administrative friction. While the methodology for calculating assets and turnover remains unchanged, the proposed increases to the thresholds will effectively shift more mid-market transactions into the small merger category, exempting them from mandatory notification. Conversely, while fewer deals may require notification, the filing fees for those that do are proposed to increase.

In South Africa, mergers and acquisitions are primarily governed by the Competition Act 89 of 1998, in addition to the Companies Act 71 of 2008. This regime is administered by a multi-layered framework, consisting of the Competition Commission, the Competition Tribunal and the Competition Appeal Court. A core feature of this system is that it is suspensory, meaning parties are legally prohibited from implementing a deal until they receive formal approval. Transactions are classified as small, intermediate or large based on the annual turnover or asset value of the firms involved. While small mergers generally proceed without mandatory notification, larger deals require formal filing, a prescribed fee and a review period typically ranging from 20 to 120 business days, depending on the complexity and size of a transaction.

After nearly a decade of stagnant regulations, the increase of financial thresholds for mandatory notification brings a meaningful shift to the industry. The following table details the proposed changes:

These adjustments signify a pragmatic response to inflationary pressures and the evolving scale of the South African economy. By lifting the regulatory floor, the government is acknowledging that mid-market activity can often proceed without posing a significant threat to competition. For industry players, this recalibration translates directly into lower compliance costs and significantly shorter transaction timelines for deals that previously faced months of oversight. On a macro level, these updates signal a commitment to a more business-friendly environment designed to attract both local investment and foreign acquisitions.

Ultimately, these amendments modernise South Africa’s merger control regime by focusing regulatory resources on high-impact transactions while reducing the burden on smaller corporate activity. While the administrative cost of filing for larger mergers will increase, the strategic gain for the mid-market is a significant step toward stimulating economic growth. Interested stakeholders have until 10 March 2026 to submit written comments on these proposals to the Department of Trade, Industry and Competition.