Antitrust approval in Egypt is mandatory before closing. Since 1 June 2024, any transaction creating a change of control or material influence, and crossing the statutory turnover thresholds, requires clearance from the Egyptian Competition Authority. Parliament approved sweeping amendments in April 2026 that are expected to raise those thresholds substantially once published in the Official Gazette.
Who grants antitrust approval in Egypt
Two regulators matter. The Egyptian Competition Authority reviews most transactions, while the Financial Regulatory Authority takes the lead where the target carries out non-banking financial activity. Approval must precede closing, meaning completion of the transaction. Neither body offers a retrospective blessing for a deal that has already been completed.
That represents a recent break with the past. For nearly two decades, competition clearance in Egypt functioned as a post-closing formality with a penalty modest enough to treat as a rounding error. Amendments enacted in December 2022 rebuilt the system, implementing regulations issued in April 2024 switched it on, and full effect followed from 1 June 2024.
Read also: Updated Egyptian Competition and Anti-Monopoly Regulations
A regime in transition: the 2026 amendments
Here is the point most current guidance still misses. On 22 April 2026, the House of Representatives gave final approval to what commentators describe as the most significant overhaul of the statute in years. Reported changes include greater institutional independence for the competition authority, a new Supreme Committee for Competitive Neutrality, expanded sanctions, and materially higher notification thresholds.
Timing governs everything here. Parliamentary approval does not by itself change the law. Ratification and publication in the Official Gazette bring amendments into force, and implementing regulations typically follow. Until publication, the thresholds set out below continue to apply, and any party relying on either set of figures should confirm the current position before acting.
Anyone signing a term sheet this quarter therefore faces a moving target. A deal sized against today’s thresholds may sit above or below tomorrows.
Which transactions require ECA clearance
Three conditions must combine before a filing becomes mandatory in Egypt. Miss one, and the obligation falls away.
First, the transaction must shift decision-making power. Egyptian law calls this an economic concentration, and it captures mergers, acquisitions of shares or assets, and joint ventures that operate as independent businesses. A passive stake that carries no influence over strategy sits outside the definition.
Second, the parties must cross a financial threshold. Turnover and asset figures determine this, and the next section sets them out.
Read also: Cross-Border M&A in Egypt: Legal Guidance for Foreign Investors
Third, the transaction must escape the listed exemptions. Internal reorganizations within a group that already holds control fall away here, as do temporary acquisitions of securities held for resale.
The first condition deserves closer attention, because it reaches further than most foreign acquirers expect. Control is not the only trigger. Material influence suffices, and that standard sits well below majority ownership.
Roughly a quarter of a target’s voting rights or share capital qualifies. Smaller stakes can also qualify where the buyer gains a board seat, or where a fragmented shareholder register hands a minority holder decisive weight in practice.
Minority investments and structured joint ventures therefore sit inside the perimeter far more often than transaction teams assume. A stake that looks passive on a cap table may not look passive to the regulator.
The two notification thresholds
Two alternative thresholds apply under the regime currently in force. Meeting either one triggers the obligation.
Domestic threshold. Combined annual turnover or assets of all concerned parties in Egypt exceeds EGP 900 million, provided at least two parties each record more than EGP 200 million of Egyptian turnover.
International threshold. Combined worldwide turnover or assets exceeds EGP 7.5 billion, provided at least one party records more than EGP 200 million of Egyptian turnover.
Read also: Asset Deal vs. Share Deal in Egypt: Choosing the Right M&A Structure
Regulatory guidance narrowed the second limb in a way that matters for cross-border work: the EGP 200 million local figure must be achieved by the target. A foreign-to-foreign transaction with no meaningful Egyptian revenue at target level therefore falls outside the net. Where a target does carry Egyptian revenue above that line, however, two non-Egyptian parties can still owe an Egyptian filing.
Public reporting on the 2026 amendments indicates these figures roughly double, with the domestic threshold rising toward EGP 2.5 billion and the per-party test toward EGP 500 million. Treat those numbers as indicative pending Official Gazette publication.
One planning tip. Keep your analysis in Egyptian pounds. Dollar equivalents have swung widely since the 2024 devaluation, and published conversions of the EGP 900 million figure range from roughly USD 18 million to USD 29 million depending on the reference date.
How long does ECA clearance take?
Review runs in two phases. Phase I occupies 30 working days, extendable by a further 15. Where a file raises competition concerns, the authority may refer it to Phase II for up to 60 working days, with another possible 15-day extension.
Two mechanics belong on your critical path.
First, the clock starts only when the notification file is complete. An incomplete submission stops it. Filing quality drives timing here more directly than in many jurisdictions.
Second, a simplified procedure delivers clearance in roughly 20 business days for transactions raising no structural concerns. Qualifying categories include domestic-threshold deals where combined Egyptian turnover or assets stay below EGP 2 billion, international-threshold deals where the target’s Egyptian turnover stays below EGP 500 million, offshore joint ventures, and conglomerate concentrations across unrelated markets.
Silence favors the parties. Where the authority fails to decide within the applicable period, the transaction is deemed approved. Filing fees remain modest, scaling from EGP 80,000 to a cap of EGP 100,000.
What happens if you close without approval?
Gun-jumping now carries real exposure. Failure to notify, premature closing, or breach of imposed remedies can attract a fine of between 1% and 10% of the violating party’s turnover, asset value, or transaction value, whichever proves highest. Where none of those figures can be established, a fixed penalty of between EGP 30 million and EGP 500 million applies instead.
An ambiguity persists. Neither the amending law nor the regulations specify whether the percentage applies to Egyptian or worldwide turnover, which leaves large multinationals facing a wide range of possible outcomes until enforcement practice settles the question. Reported 2026 amendments preserve the 10% ceiling while adding new tiers of minimum and maximum fines, alongside a settlement mechanism allowing a reduced amount or payment in instalments.
Parallel regulators: the FRA and COMESA
Two overlaps generate most of the surprises.
Non-banking financial activities. Targets engaged in insurance, mortgage finance, financial leasing, factoring, securitization, or consumer finance follow a parallel track before the Financial Regulatory Authority. Notification there must precede signature of the transaction documents, not merely closing. The FRA then consults the competition authority before granting clearance.
Regional filings. Egypt belongs to the COMESA bloc. Clearing with the Egyptian authority does not discharge any separate obligation to notify the COMESA Competition Commission where regional thresholds are met. A single transaction can generate two filings.
Can the ECA review a deal below the thresholds?
Yes. The authority may call in a below-threshold transaction within one year of closing where evidence suggests the deal restricts or harms competition in Egypt. Relevant factors include restrictions on innovation, pricing effects, reduced product quality, and new barriers to entry or expansion.
Does clearing the thresholds guarantee a quiet year after signing? Not entirely. This call-in power targets so-called killer acquisitions, and it introduces genuine unpredictability in technology and innovation-driven sectors. Higher thresholds under the 2026 amendments may in fact widen its practical significance, since more transactions will fall below the mandatory line while remaining reviewable.
Practical takeaways for investors
Egypt has joined the mainstream of suspensory merger control, and the authority spent years preparing to enforce it. Three habits protect a transaction.
Parties to a deal should assess control and thresholds at term-sheet stage rather than at signing. Build clearance from the competition authority, and where relevant the FRA and COMESA, into your conditions precedent and long-stop dates. Treat the completeness of your filing as a scheduling issue, because it functions as one.
Read also: Common Legal Risks in Egyptian M&A Transactions
Above all, confirm which version of the law governs your deal. Egypt currently sits between two regimes, and the answer depends on a publication date rather than on a parliamentary vote.
If you are structuring an acquisition, joint venture, or minority stake with any Egyptian revenue exposure, the threshold analysis belongs at the front of your process rather than the end. Our corporate and competition team advises international investors on control assessment, ECA and FRA filing strategy, and clearance timelines built into transaction documentation, including the transitional questions raised by the 2026 amendments. A short conversation early on often removes weeks of later uncertainty.
For customized legal consultation, please contact us at info@youssrysaleh.com.
FAQ
Yes. Since 1 June 2024, qualifying transactions must obtain clearance from the Egyptian Competition Authority before closing.
Parliament approved amendments in April 2026 that are expected to roughly double the thresholds, but they take effect only on publication in the Official Gazette, so confirm the current position before relying on either set of figures.
A change of control or material influence that meets either the domestic threshold (combined Egyptian turnover or assets above EGP 900 million, with two parties above EGP 200 million each) or the international threshold (worldwide turnover or assets above EGP 7.5 billion, with the target above EGP 200 million in Egypt).
A fine of 1% to 10% of turnover, assets, or transaction value, or a fixed EGP 30 million to EGP 500 million where those figures cannot be calculated.
Yes, within one year of closing, where evidence suggests the transaction may harm competition in Egypt.
