Ahmore Burger-Smidt | Director | Regulatory Head | Werksmans Attorneys | mail me |
South Africa’s Minister of Trade, Industry and Competition published revised merger notification thresholds and filing fees under the Competition Act 89 of 1998 (Competition Act). These changes take effect on 1 May 2026.
The updated thresholds raise turnover and asset values. These values determine whether a transaction qualifies as a small, intermediate or large merger. As a result, some deals previously requiring mandatory notification may now fall below the filing threshold. At the same time, authorities increased filing fees for intermediate and large merger notifications.
These changes will affect any business that plans Mergers and Acquisitions (M&A) activity with a South African dimension from 1 May 2026 onward.
Context and policy direction
The increase in South Africa’s merger notification thresholds and filing fees will significantly affect merger activity. It will also affect transaction planning and regulatory strategy for businesses pursuing M&A activity with a South African link.
The amendments also align with broader government efforts to ease regulatory complexity. In addition, they streamline transactional processes. They further enhance South Africa’s attractiveness as an investment destination.
The revised thresholds are significant because they alter which transactions require mandatory merger notification in South Africa. The increase in the lower thresholds is substantive. The combined threshold has risen from R600 million to R1 billion. In addition, the transferred firm threshold has doubled from R100 million to R200 million.
Threshold adjustments and classification changes
Transactions that previously qualified as notifiable intermediate mergers may now fall below the lower threshold. They may instead qualify as small mergers that are exempt from mandatory notification under the revised merger notification thresholds.
Conversely, the uplift in the higher thresholds changes classification outcomes. The combined threshold rises from R6.6 billion to R9.5 billion. Meanwhile, the transferred firm threshold increases from R190 million to R280 million.
Some transactions previously classified as large mergers may now fall into the intermediate category. This shift creates corresponding procedural and timing benefits. The amendments are therefore likely to reduce regulatory burdens for certain transactions.
For some parties, the revised merger notification thresholds may remove the obligation to notify the Competition Commission entirely. This change could simplify execution timelines and reduce transaction complexity.
For others, a reclassification from a large merger to an intermediate merger may create meaningful procedural and timing advantages. This is because Competition Tribunal approval would no longer be required.
Filing fees and cost implications
Businesses involved in current or anticipated M&A activity should urgently reassess their merger control analyses and transaction timelines.
Given that the changes apply retrospectively from 1 May 2026, parties already preparing filings will need to revisit their threshold calculations. They must also reassess filing fee assumptions immediately.
There may also be implications for invoices already issued. In addition, there may be implications for filing fees already paid. The filing fees payable for merger notifications have also increased materially. Intermediate merger filing fees have increased from R165,000 to R220,000. Meanwhile, large merger filing fees have increased from R550,000 to R735,000.
It is important, however, that businesses do not assume smaller transactions are entirely free from regulatory scrutiny. The Competition Commission retains a call-in power for small mergers for up to six months after implementation. Where a transaction falls close to the revised thresholds, parties should continue to carefully consider whether a voluntary notification may be prudent.
These amendments will be particularly relevant for multinational transactions with a South African nexus, as well as domestic mergers currently in the pipeline.
