An M&A deal in Egypt touches several laws: the Companies Law (Law No. 159 of 1981), the Capital Market Law (Law No. 95 of 1992) for listed targets, and the Competition Law (Law No. 3 of 2005), which Law No. 175 of 2022 amended to add a merger control regime. This guide covers the competition rules in detail, using the text of Law No. 175 of 2022 as published in the Official Gazette (issue 52 Supplement (A), 29 December 2022). We assist clients in Egypt from our Cairo office.
What counts as an economic concentration
Law 175/2022 adds a definition of economic concentration to Article 2 of the Competition Law: any change in control or material influence over one or more persons that results from one of these:
- the merger of one or more persons into an existing person that keeps its legal personality, or the creation of a new person by merging at least two previously independent persons, ending their legal personality or part of it;
- the direct or indirect acquisition by one or more persons of control or material influence over another person or part of it, by contract, by buying securities or assets, or otherwise, alone or jointly;
- the creation of a joint venture, or the acquisition by two or more persons of an existing person to create a joint venture that carries on an economic activity independently and permanently.
Two cases are not concentrations. The first is a securities firm's temporary acquisition of securities in order to resell them within a year, if it exercises no voting rights and takes no step that could influence the target's strategic decisions or business aims (the Authority may extend the period on request if the acquirer proves that resale within a year was impossible). The second is a merger or acquisition between companies that belong to the same person, which is treated as a restructuring. In that case, the duty to notify arises only if there is a change in direct or indirect control or material influence.
"Control" means the ability of a person to exercise effective influence over the economic decisions of others, directly or indirectly, through a voting majority, through the power to block economic decisions, or by another route. It covers any situation, agreement or shareholding, whatever its percentage, that gives real control over management or decisions.
When you must notify (Article 19 bis)
The Egyptian Competition Authority reviews a concentration if either of these thresholds is met:
- Threshold A: the combined annual turnover or assets in Egypt of the parties exceed EGP 900 million in the last year of the latest approved consolidated financial statements, and at least two of the parties each have annual turnover in Egypt above EGP 200 million.
- Threshold B: the combined annual turnover or assets worldwide of the parties exceed EGP 7.5 billion, and at least one party has annual turnover in Egypt above EGP 200 million.
Egypt's House of Representatives gave final approval on 22 April 2026 to a new competition law. We have not confirmed the new law's publication in the Official Gazette or its effective date. The figures and articles in this guide reflect Law No. 175 of 2022; confirm the law in force, its thresholds and procedures before relying on them in a current deal.
The executive regulations set how turnover and assets are calculated. Even below these thresholds, the Authority may start a review, with its board's approval, within one year of completion if it has evidence or indications of harm to competition. Indications listed in the law include a limit on technology and innovation, control of the market through price rises or cuts, lower product quality, and barriers to entry or expansion.
Notify first, close after approval (Article 19 bis A)
A concentration that meets the conditions must be notified to the Authority, and it cannot be completed before the Authority's approval. This duty is separate from any notice duty under another law or under an international agreement binding Egypt.
The test (Article 19 bis B)
A concentration is prohibited if it would limit, restrict or harm competition. With the Cabinet's approval, the Authority may allow a concentration that would otherwise fail if blocking it would force persons out of the market, if it will produce economic efficiency that outweighs the harm to competition, or for national security reasons, under conditions in the executive regulations.
Timeline and outcomes
- Phase 1 (Article 19 bis C): thirty working days from the working day after a complete notification file is filed. It can be extended by fifteen working days if the parties offer commitments. The review committee can decline jurisdiction, shelve the file if the parties give up, approve, approve with conditions, or refer to Phase 2. If the period ends without a decision, that counts as approval.
- Phase 2 (Article 19 bis D): sixty working days from the referral decision, extendable by fifteen working days if commitments are offered. If the period ends without a decision, that counts as approval to complete. The board then decides to shelve, approve, approve with conditions, or reject. A party may appeal a rejection within thirty days of being notified of it.
Financial sector deals (Article 19 bis E and F)
For concentrations in activities supervised by the Financial Regulatory Authority (FRA), the Authority's own notification, review and penalty provisions do not apply. The parties must notify the FRA before signing the contract. The FRA must seek the Competition Authority's opinion before approving completion. The Competition Authority reviews within thirty days, counted from the day after it receives the complete file from the FRA. If it does not reply in that time, that counts as no objection.
Penalties (Article 22 bis D)
A fine of 1% to 10% of the annual turnover, assets or deal value of the parties (whichever is higher, under the latest approved consolidated financial statements) applies to a person who:
- fails to notify as required;
- breaches a conditional approval decision;
- breaches a decision refusing the concentration; or
- obtains an approval from the Authority or from the Financial Regulatory Authority by knowingly giving the Authority false information or documents.
If the percentage cannot be calculated, the fine is between EGP 30 million and EGP 500 million.
Control and material influence
Because the notification duty turns on a change of control or material influence, the definitions matter. Law 175/2022 defines control as the ability of a person or persons to exercise effective influence, directly or indirectly, over the economic decisions of another person, either through a majority of voting rights or through the ability to block that person's economic decisions, or in any other way. It covers every situation, agreement or holding of shares or stakes, whatever the percentage, as long as it leads to actual control of management or of decision making. Material influence is the ability to influence, directly or indirectly, another person's policy, including its strategic decisions or business objectives, as the executive regulations define. A minority stake with veto rights can therefore count. Check the shareholders' agreement as well as the share percentage.
What the Authority can impose after a review
The law defines corrective measures as behavioral or structural measures that remove the harm to competition from carrying out the concentration, and behavioral measures as measures that require the parties to do or refrain from certain acts. Where the Authority starts a review of a deal below the thresholds and finds that it limits, restricts or harms competition, the Board may impose one or more of these behavioral measures:
- refraining from an act that would limit distribution to one product to the exclusion of others;
- giving competitors access to essential facilities or services;
- not discriminating, in prices, product quality or other terms, between suppliers or customers in similar contractual positions; and
- not making a contract for one product conditional on accepting obligations or products that are unrelated to it by nature or by commercial usage.
The law lists these signs of harm: limiting technological development and innovation, controlling the market by raising or lowering prices, reducing product quality, and creating barriers to entering or expanding in the market.
Dates and what changed
Law 175/2022 was published in the Official Gazette, issue 52 Supplement (A), on 29 December 2022, and took effect the day after publication. It repealed the second paragraph of Article 19 and item 1 of Article 22 bis of the earlier Competition Law. Deals signed before it took effect should be checked against the rules that applied at the time.
Planning a deal with the filing in mind
- At term-sheet stage, test the deal against both thresholds using the last approved consolidated financial statements.
- If a filing is needed, make the closing conditional on approval, because Article 19 bis A bars completion before it.
- Allow for Phase 1 and possible Phase 2 in the signing-to-closing timetable, and for the extra fifteen working days if commitments are offered.
- Consider whether the deal is an intra-group restructuring, which is not a concentration unless control or material influence changes.
- For listed or regulated targets, check the financial-sector rules in Article 19 bis E and F early.
Other parts of a deal
A deal also needs a structure (share purchase, asset purchase or merger), due diligence, and the Companies Law and Capital Market Law steps that apply to the target. Law 159/1981 repealed the old Law No. 244 of 1960 on mergers of joint stock companies, so check the current Companies Law provisions and executive regulations for merger procedure. We have not read those provisions for this guide.
Read also: Egypt Dispute Resolution: Arbitration and Court Challenges | Egypt Investment Law: Guarantees and Incentives for Investors
Frequently asked questions
Does every deal need Competition Authority approval?
No. The deal must exceed Threshold A or B in Article 19 bis. Below them, the Authority may still review within a year of completion if it has evidence of harm to competition.
Can we close before approval?
No. Article 19 bis A bars completion before approval for notifiable deals.
How long does review take?
Thirty working days in Phase 1 (plus fifteen if commitments are offered) and, if referred, sixty more (plus fifteen). Silence at the end of a phase counts as approval.
What is the fine for closing without notifying?
Between 1% and 10% of the parties' annual turnover, assets or deal value, whichever is higher.
How can you help?
From our Cairo office, we assess notification duties, prepare the filing and review the transaction documents.