Kenya’s competition law regime has moved from a relatively quiet regulatory backwater to one of the more active enforcement environments in the region. The Competition Authority of Kenya (“CAK”), established under the Competition Act No. 12 of 2010, has in recent years combined a high volume of routine merger review with a growing appetite for contested enforcement, and it is doing so against the backdrop of an expanding regional overlay through COMESA and, since late 2025, the East African Community as well.

The scale of that activity is now documented. According to CAK’s own Annual Report for the 2024/25 financial year, the Authority reviewed 128 merger applications during the year, an increase of roughly 20 percent on the 107 applications reviewed the year before, and cleared transactions representing more than KES 25 billion in new investment. Over the same period the Authority imposed approximately KES 1.44 billion in financial penalties for anti-competitive conduct across sectors including steel, retail and financial services. The report also flags a fast-growing enforcement concern: complaints against digital lenders rose to 61 percent of all financial-sector complaints received, up sharply from 34 percent the year before, and the Authority has established a digital forensics laboratory and named artificial intelligence and algorithmic pricing as strategic priorities through 2027, citing the difficulty of detecting AI-assisted coordination.

Individual cases illustrate the financial exposure of getting this wrong. In August 2024, CAK imposed a penalty of KES 17,492,795 on Sika International AG and LSF11 Skyscraper Holdco S.a.r.l. for implementing a global merger affecting their Kenyan subsidiaries (Sika Kenya Limited and Master Builders Solutions Kenya Limited) without first obtaining CAK approval, even though the parties self-reported the lapse roughly five months after the global transaction closed. In December 2025, CAK fined Directline Assurance Company KES 85 million for abuse of buyer power against small motor vehicle repair firms, for persistently delaying payment on invoices despite at least nineteen formal reminders, and ordered the company to clear the arrears and rewrite its supplier contracts to include interest for late payment. These are not abstract risks: they are recent, named, quantified enforcement outcomes against real counterparties operating in Kenya.

At the same time, the regulatory perimeter is widening. A Competition (Amendment) Bill would allow CAK to find a “strategic market position” or “superior bargaining power” in digital and platform markets even where a business holds well under the traditional 40 percent dominance threshold, and it remains before Parliament as of mid-2026 (Chapter VII). Regionally, the COMESA Competition and Consumer Protection Regulations entered into force on 5 December 2025 with a materially stricter, fully suspensory merger regime and higher thresholds and fees, and the East African Community’s own competition authority began mandatory cross-border merger review on 1 November 2025. A transaction that touches Kenya today may need to be assessed against national, COMESA and EAC competition law simultaneously.

For businesses and investors, the practical implication is straightforward: competition law compliance in Kenya is no longer a low-priority formality. Merger notification failures, abuse of dominance or buyer power, and restrictive agreements now carry real financial and reputational cost, and the regulatory map a transaction must be checked against has become more complex, not less.

The Competition Act No. 12 of 2010 (Laws of Kenya) is the primary statute governing competition and consumer protection in Kenya. It established CAK as the enforcement body and the Competition Tribunal as the specialist appellate forum, and it has been amended and supplemented by subsidiary legislation, guidelines and, as discussed in Chapter VII, an evolving amendment bill.

The Act’s substantive prohibitions fall broadly into three categories relevant to this guide:

• Restrictive trade practices: agreements, decisions and concerted practices between undertakings that have the object or effect of preventing, distorting or lessening competition (Section 21).
• Abuse of dominance and abuse of buyer power: unilateral conduct by an undertaking with market power, whether as a seller (Sections 23 and 24) or as a buyer with superior negotiating leverage over its suppliers (Section 24A).
• Merger control: a suspensory notification regime requiring CAK approval before a qualifying merger may be implemented (Sections 41 and 42).

A separate part of the Act, Part VI, contains consumer protection provisions that sit alongside these competition prohibitions and are enforced by the same Authority (discussed in Chapter VIII). CAK also has cartel and restrictive-practice enforcement tools including a formal Leniency Programme and Consolidated Administrative Remedies and Settlement Guidelines, discussed in Chapter IX.

Section 21(1) of the Act prohibits agreements between undertakings, decisions by associations of undertakings, and concerted practices which have as their object or effect the prevention, distortion or lessening of competition in Kenya. The prohibited categories of conduct include, among others:

• Price fixing between competitors, directly or indirectly.
• Market or customer allocation and division of markets.
• Collusive tendering and bid-rigging.
• Agreements that limit or control production, markets, technical development or investment.

As in most modern competition regimes, horizontal agreements of this kind (between actual or potential competitors) attract the closest scrutiny and the most severe sanctions, including exposure under CAK’s Leniency Programme framework for cartel conduct specifically. Vertical restraints (for example in distribution or franchise agreements) can also fall within Section 21 where they have an anticompetitive object or effect, although Kenyan practice, in line with comparable jurisdictions, generally treats vertical restraints with a more calibrated effects-based analysis than outright horizontal cartel conduct.

Businesses operating distribution networks, joint ventures, trade association activity or industry benchmarking exercises in Kenya should treat Section 21 exposure as a standing compliance issue, not a merger-specific one: CAK’s enforcement statistics referenced in Chapter I show live cartel and restrictive-practice enforcement across sectors including steel and retail.

Section 23 of the Act sets out how dominance is assessed. An undertaking that controls at least one-half of the goods or services produced, supplied or distributed in a relevant market in Kenya is treated as dominant. Undertakings with a market share of between 40 and 50 percent are presumed dominant unless they can show they do not in fact hold market power, and undertakings below 40 percent may nonetheless be found dominant where the Authority establishes that they possess market power by other means. This is a structural, share-based test at present, distinct from the “strategic market position” concept proposed for digital markets under the pending amendment bill discussed in Chapter VII.

Section 24(1) prohibits conduct that amounts to abuse of a dominant position in a Kenyan market. Typical abuse categories familiar from comparable regimes, such as excessive pricing, predatory pricing, exclusive dealing, tying and refusal to supply, fall within this prohibition, assessed on the facts of the relevant market.

Section 24A, a provision distinguishing Kenya’s regime from many peer jurisdictions, separately prohibits abuse of buyer power, meaning conduct by an undertaking with superior negotiating strength over its suppliers, irrespective of whether that undertaking is dominant on the seller side of any market. Prohibited conduct listed under the Act includes delayed payment to suppliers, unjustified or unilateral termination of supply arrangements, unjustified refusal to accept delivered goods, and shifting normal business costs and risks onto suppliers without justification.

This is not a theoretical provision. In December 2025, CAK fined Directline Assurance Company KES 85 million after finding that it had persistently delayed payments to contracted motor vehicle repair firms, owing, for example, KES 4.7 million to one repairer and KES 1.3 million to another, despite at least nineteen formal payment reminders. Beyond the fine, CAK ordered Directline to settle the outstanding amounts immediately and to revise its supplier contracts to include interest for late payment, with the Authority’s Director General stating that “supply contracts between parties to a commercial relationship should be equitable and the product of candid engagements.” This case is directly relevant to any business in Kenya, dominant or not, that relies on smaller suppliers, contractors or service providers with limited bargaining power: insurers, retailers, manufacturers and platform businesses among them.

Section 41(1) defines a merger broadly as the direct or indirect acquisition or establishment of control over the whole or part of the business of another undertaking, which in practice captures share acquisitions, asset acquisitions, and the creation of full-function joint ventures. Section 42(2) makes clear that no person may implement a proposed merger unless it has been approved by CAK, where notification is mandatory, or the transaction falls within an applicable exclusion or exemption.

Notification thresholds

CAK’s Consolidated Merger Guidelines (published on cak.go.ke) set two conjunctive threshold tests: a general test that applies across most sectors, and a materially lower test that applies specifically to the healthcare sector. Both require the combined size condition and the target-size condition to be met together, not either on its own.

A transaction that does not meet the relevant combined and target-size condition together falls outside CAK’s mandatory notification requirement. This section supersedes any threshold figures a business may have seen quoted in older client alerts or informal guidance; the figures above are taken directly from CAK’s own Consolidated Merger Guidelines and should be the reference point for any current threshold analysis.

Filing fees

CAK’s Consolidated Merger Guidelines set filing fees by reference to the combined transaction value:

A further KES 50 eCitizen convenience fee applies where the filing fee is paid through the eCitizen platform, in addition to the fee amounts above. Fees are payable on submission of the notification.

Process and timelines

CAK’s published process begins with a preliminary or completeness review of the notification, in which the Authority verifies that the filing is complete, determines whether the transaction is a “relevant merger situation” within the meaning of Sections 2 and 41 of the Act, checks threshold compliance, and considers any confidentiality request. CAK’s published statutory timelines from that point are:

• Standard determination: 60 days from receipt of a complete notification.
• Where CAK requests additional information: 60 days from receipt of that additional information (effectively restarting the clock).
• Following a hearing or conference on a contested matter: 30 days from conclusion of the conference.
• Applications for exclusion: 14 days.
• Determinations that a transaction is not in fact a notifiable merger: 10 days.
• Advisory opinions: 10 days.

Because the Kenyan regime is suspensory for mandatory notifications, a transaction that requires CAK approval may not be implemented, including any integration steps in Kenya, before that approval is obtained, regardless of whether closing has already occurred in other jurisdictions. That gap risk, between global closing and Kenyan clearance, is precisely what produced the Sika/LSF11 penalty discussed below, and deal teams should build the Kenyan condition-precedent or closing-carve-out into transaction documents accordingly.

Penalties for failure to notify or implementing without approval

Section 42(5) of the Act provides that implementing a merger without the required CAK approval is a criminal offence, carrying imprisonment for a term not exceeding five years, a fine not exceeding KES 10 million, or both. Separately, Section 36 of the Act, and specifically Section 36(d), empowers CAK to impose a financial penalty of up to ten percent of an undertaking’s gross annual turnover in Kenya in the immediately preceding financial year, following an investigation into restrictive trade practices or abuse of dominance. CAK’s Consolidated Administrative Remedies and Settlement Guidelines apply this penalty across several categories of contravention, including unauthorised mergers, restrictive trade practices and abuse of buyer power, adjusted up or down using aggravating factors (impact, duration, market coverage, recidivism) and mitigating factors (cooperation, first-time-offender status).

A transaction touching Kenya can no longer be assessed against Kenyan competition law alone. Kenya is a member state of both COMESA and the East African Community, and both regional bodies now operate mandatory, suspensory merger review regimes of their own, layered on top of CAK’s national jurisdiction.

COMESA

The COMESA Competition and Consumer Protection Regulations 2025, administered by the newly rebranded COMESA Competition and Consumer Commission (“CCCC”, formerly the COMESA Competition Commission), were adopted by the COMESA Council of Ministers on 4 December 2025 and entered into force the following day, 5 December 2025, with a public implementation launch event held in Livingstone, Zambia on 24 February 2026. The 2025 reforms are a substantial tightening of the regional regime:

• Thresholds: mandatory notification is triggered where the parties’ combined turnover or asset value in the COMESA common market is at least USD 60 million (raised from USD 50 million), with at least two of the parties individually meeting a USD 10 million threshold in the common market.
• New digital markets test: a separate threshold applies a USD 250 million transaction-value test to digital-market mergers where at least one party operates in two or more COMESA member states, regardless of the ordinary turnover test.
• Filing fees: increased tenfold, to 0.1 percent of combined COMESA-area turnover or asset value (whichever is higher), capped at USD 300,000; digital-market transactions are charged 0.05 percent of transaction value, subject to the same cap.
• Suspensory regime: COMESA-notifiable mergers may not be implemented before CCCC clearance is obtained; gun-jumping (early implementation) can attract penalties of up to 10 percent of the parties’ COMESA-area turnover.
• Review period: a 120-day review period applies, with formal stop-the-clock powers allowing the CCCC to pause the timeline where parties do not respond promptly to information requests.
• Appeals: appeals against CCCC decisions now go directly to the COMESA Court of Justice, within 45 days.

The 2025 Regulations reinforce the CCCC’s intended role as the primary regional gateway for COMESA-notifiable mergers and state that the 2025 Regulations prevail over national competition law where there is a conflict. In practice, however, national authorities including CAK are not thereby stripped of jurisdiction: reporting on the reforms indicates that COMESA and national regimes may still apply concurrently to a transaction with genuine national and regional dimensions, and CAK’s own guidelines independently pull a transaction back into mandatory Kenyan notification where two-thirds or more of the relevant turnover or assets are Kenya-based, even where COMESA thresholds are also met. The practical consequence is that “one-stop-shop” should be read as the CCCC’s aspiration and general rule of thumb, not as a guarantee that a COMESA filing displaces a Kenyan filing obligation in every case; each transaction needs its own threshold analysis under both regimes.

The East African Community Competition Authority (EACCA)

Since 2025, a third layer applies. The East African Community Competition Authority (EACCA), established under the East African Community Competition Act, 2006 (as amended in 2010 and 2023), but only recently operationalised for merger review, issued a General Notice on 1 July 2025 confirming that mandatory cross-border merger notification to EACCA would commence on 1 November 2025, and the regime has been operational on that basis since that date. EACCA notification is triggered where, cumulatively: (i) the parties’ combined turnover or asset value across the Community is at least USD 35 million; and (ii) at least two of the parties individually have combined turnover or assets of at least USD 20 million within the Community. An exception applies where each party derives at least two-thirds of its turnover or assets from a single Partner State, in which case the transaction is treated as domestic to that state rather than cross-border for EACCA purposes.

Which regimes must a Kenya-touching deal consider?

Put together, a transaction with a Kenyan target, subsidiary or Kenyan revenue stream should, as a matter of process discipline, be checked in every case against three separate thresholds: (i) CAK’s national thresholds under the Competition Act; (ii) the COMESA CCCC’s regional thresholds, if the parties have a presence in other COMESA member states; and (iii) the EACCA thresholds, if the parties have a presence in other East African Community partner states. Where more than one regime is engaged, the deal team should not assume that a single regional filing discharges the Kenyan obligation without a documented threshold analysis and, ideally, informal confirmation from CAK, given the unresolved interaction described above between two regional bodies that each assert a one-stop-shop role and a national authority that has not been shown, in the sources reviewed for this guide, to have formally ceded jurisdiction to either.

CAK first published a Competition (Amendment) Bill for public consultation on 28 May 2024, with a submission deadline of 11 June 2024 and a stakeholder forum on 14 June 2024. The reform effort has since progressed through Parliament as National Assembly Bill No. 4 of 2026, published around 19 February 2026.

The Bill’s most consequential proposed changes, as reported, include:

• A “strategic market position” test for digital markets: CAK would be empowered to find an undertaking dominant in a digital market with a share below the ordinary 40 percent threshold, based on factors such as control of data, network effects, switching costs and the degree to which businesses or consumers depend on the platform, rather than market share alone.
• “Superior bargaining position” as a standalone concept: extending abuse-of-buyer-power-style scrutiny beyond conventional supplier relationships to any commercial relationship (for example platform-to-merchant, platform-to-driver, or platform-to-developer relationships) where one party can unilaterally set the terms of the relationship because its counterparty has no viable alternative.
• “Digital gatekeeper” assessment: examination of whether a platform controls access between businesses and consumers, whether rivals need access to that platform to compete effectively, and whether network effects have entrenched that position.
• Broader merger and investigative powers: the ability for CAK to open investigations without a prior complaint, a public consultation window for merger notifications, specific scrutiny of privatisation-linked mergers, and extension of the statutory definition of “undertaking” to capture natural persons.
• Enforcement powers: a shift of penalty enforcement from the magistrates’ courts to the Competition Tribunal, with debt-recovery tools including asset attachment and receivership.

Kenyan competition law academics have raised concerns about the Bill’s breadth; one commentator cited in secondary reporting cautions that intervention in digital and platform markets “should only be justified where harm to economically dependent operators is demonstrated,” and that maintaining a separate digital-specific regime alongside the traditional dominance framework risks creating two parallel and potentially inconsistent standards rather than a single coherent test.

For businesses operating digital platforms, marketplaces, fintech or gig intermediation models with Kenyan users, merchants or contractors, this Bill is the single most important pending legal development to track: if enacted broadly as currently drafted, it would materially lower the bar for a CAK finding of market power over such businesses, independent of conventional market-share analysis.

Consumer protection in Kenya is split, in practice, between two statutes and two institutional homes, and the split matters for compliance planning because there is no formal coordination mechanism identified in either Act’s text between the two.

Part VI of the Competition Act, broadly Sections 55 to 70, gives CAK direct consumer protection powers that sit alongside, and are enforced by the same Authority as, its competition-law mandate. These provisions cover false or misleading representations to consumers, unconscionable conduct in consumer transactions, and liability for unsafe, defective or unsuitable goods supplied to consumers.

The separate Consumer Protection Act, No. 46 of 2012, is administered instead by the Cabinet Secretary for Trade and Industry, advised by the Kenya Consumers Protection Advisory Committee, and enforced mainly through consumer court action rather than through a dedicated regulator with CAK-style investigative and penalty powers. This is a genuine overlap rather than a tidy division of labour: a business’s consumer-facing conduct, misleading marketing claims, standard-form contract terms, product safety representations and the like, can in principle attract scrutiny under both regimes at once, through different institutions, with no formal coordination mechanism identified in either Act’s text. That is a point worth a company’s compliance program actually accounting for, rather than assuming one regulator’s clearance addresses the other’s requirements.

As a practical matter, the digital lender complaint volume noted in Chapter I (61 percent of financial-sector complaints to CAK in 2024/25) suggests that CAK’s Part VI consumer protection mandate is being actively used against consumer-facing financial services and digital lending businesses in particular, and this is a growing area of enforcement risk distinct from, but related to, dominance or merger exposure.

Given the enforcement trends described above, a Kenya-specific competition compliance program should go beyond generic global antitrust training and address the particular features of the Kenyan regime. Core elements should include the following.

Merger control protocol

• A standing internal process requiring competition counsel sign-off before signing or closing any transaction involving a Kenyan target, subsidiary, joint venture or asset, regardless of where the deal is negotiated or headquartered.
• A documented threshold-screening checklist covering CAK, COMESA CCCC and EACCA thresholds for every such transaction (see the checklist below).
• Deal documentation (share purchase agreements, joint venture agreements) that expressly conditions closing, or at minimum any Kenyan integration steps, on receipt of all required competition clearances, to avoid the gap risk that produced the Sika/LSF11 penalty.

Restrictive trade practices controls

• Clear policies on contact with competitors, trade association participation and information exchange, with legal review before sensitive industry discussions on pricing, capacity or tenders.
• Document retention and review protocols for communications that could evidence coordination, aligned to the multi-year window CAK’s investigations can reach back over.
• Awareness of CAK’s Leniency Programme: the first undertaking to self-report cartel conduct where CAK lacks sufficient evidence to investigate can obtain full immunity from financial penalty (and, with the Director of Public Prosecutions’ concurrence, from criminal referral); the second, third and fourth applicants can obtain reductions of up to 50 percent, 30 percent and 20 percent respectively. This makes an internal escalate-immediately-on-discovery protocol commercially valuable, not just a compliance nicety.

Dominance and buyer power controls

• For any business with a material share, particularly above 40 percent, in a Kenyan market, a standing review of pricing, exclusivity and supply or refusal practices against Section 24.
• For any business with meaningful negotiating leverage over smaller Kenyan suppliers, contractors or service providers, a specific review of payment terms, contract termination rights and cost-shifting clauses against Section 24A, informed directly by the Directline Assurance precedent (invoice payment timelines, formal escalation of supplier complaints, and inclusion of late-payment interest terms).

Self-reporting and settlement posture

• A pre-agreed internal decision framework for whether and how quickly to self-report an identified compliance gap to CAK, given that the Sika/LSF11 case shows self-reporting and cooperation materially mitigate, though do not eliminate, penalties.
• Familiarity with CAK’s Consolidated Administrative Remedies and Settlement Guidelines, including the Section 38 settlement process (a structured negotiation with defined 14-day proposal and counter-proposal windows and a 90-day negotiation period, extendable by 30 days), so that settlement is a genuinely available and well-understood option rather than something the business encounters for the first time mid-investigation.

Digital and platform-specific readiness

• For platform, marketplace, fintech and digital lending businesses in particular, early tracking of the Competition (Amendment) Bill’s progress (Chapter VII) and a preliminary internal assessment of exposure under the proposed “strategic market position” and “superior bargaining position” tests, given CAK’s stated strategic focus on AI, big data and algorithmic pricing through 2027.
• Consumer-facing disclosure, marketing claims and standard contract terms reviewed against Part VI of the Act (Chapter VIII), not only against sector-specific regulation.

A practical, sequential checklist for a business or investor assessing a transaction that touches Kenya, covering CAK’s national regime and the COMESA and EACCA overlay together.