From 1 January 2026, any merger meeting new thresholds must be notified to the ACCC or risk being rendered void and eFrom 1 January 2026, any merger meeting new thresholds must be notified to the ACCC or risk being rendered void and exposing the parties to severe penalties. This change forms part of Australia’s transition to a new merger control framework that introduces mandatory merger notification requirements for the first time. These reforms represent the most significant change to Australia’s merger laws in decades.
- Until 31 December 2025, businesses can voluntarily notify the Australian Competition and Consumer Commission (ACCC) under the new regime.
- From 1 January 2026, notification becomes mandatory for certain transactions that meet monetary and control thresholds.
Businesses should begin preparing now to avoid regulatory delays in 2026.
When Notification Is Required
From 1 January 2026, notification is required for every merger that meets the monetary and control thresholds.
Acquisitions must be notified to and cleared by the ACCC where they:
- come into effect on or after 1 January 2026 (even if such agreements were signed prior);
- are connected with Australia (i.e, the target carries on business in Australia, or the assets are located here);
- meet revenue and/or transaction value thresholds; and
- result in the acquirer obtaining control of the target entity.
Scope includes acquisitions of shares, assets, land interests, units in unit trusts, and managed investment schemes.
The thresholds that require notification are:
- For large acquisitions: The combined Australian revenue of the acquirer and the target is AUD 200 million or more, AND either the targets Australian revenue is AUD 50 million or more, or the global transaction value is AUD 250 million or more.
- For acquisitions by very large entities: The acquirer’s Australian revenue is AUD 500 million or more AND the target’s Australian revenues are AUD 10 million or more.
- It is a creeping acquisition – for example, where the cumulative revenue from similar acquisitions in the past 3 years is greater than or equal to AUD50 million (or AUD10 million where the acquirer is a large corporate group).
Revenue sourced from Australia is calculated based on an entity’s most recently ended 12-month financial reporting period and includes revenue from transactions or assets within Australia, or transactions into Australia.
Exemptions apply to certain transactions, including:
- acquisitions of 20% or less of a listed company or scheme;
- internal restructures;
- acquisitions of assets in the ordinary course of business;
- certain land and debt instrument acquisitions.
Notification requirements are not limited to cases where there is a “substantial lessening of competition” (SLC) concern. The ACCC will continue to assess SLC risk after notification, but the obligation to notify is triggered based on thresholds, not competition effects alone.
Transitional Arrangements: Informal Clearance Winding Down
Until 31 December 2025, merger parties can choose to seek clearance under either the existing informal clearance process or the incoming mandatory regime.
However, the ACCC has indicated it will stop reviewing matters under the informal process from 1 October 2025.
In effect, the informal pathway is closed to new matters lodged after this date. Only transactions already submitted will continue to be considered. Transactions cleared under the informal regime prior to 1 October 2025 can still complete in 2026 under transitional rules, provided completion occurs within 12 months of the ACCC’s clearance letter.
For transactions that have not obtained informal clearance, completion before 1 January 2026 remains outside the scope of the new regime. Clearance is not legally required for such late-2025 completions, although the ACCC retains the power to investigate and challenge mergers that raise competition concerns.
The New Process
Applications and Documentation
The regime is formal and document heavy. Parties will need to provide:
- short-form notifications (for low-risk transactions); or
- long-form notifications (requiring detailed documents such as board papers, financials, transaction rationale, market conditions, and business plans).
Filing Fees
The Government has confirmed a sliding scale of fees under a cost-recovery model. The initial fee to notify an acquisition is $56,800, while more complex (“Phase 2”) reviews will attract additional higher fees, proportionate to deal value.
In Phase 2, for transaction values of $50 million or less, the filing fee is AUD 475,000. For transaction values above AUD 50 million and less than AUD 1 billion, the filing fee is $855,000. For transaction values of more than AUD 1 billion, the filing fee is AUD 1,595,000. There is an exemption for applications made by a small businesses with an aggregated annual turnover of less than AUD 10 million.
Waivers
A limited waiver process will be available from 1 January 2026, though further detail on criteria is still pending. Waiver applications will be published on a public register.
Public Register and Transparency
A public register of all merger reviews will be established by the ACCC. While commercially sensitive material will remain confidential, the fact of a review will be made public.
Review Timetable
Following clearance, parties must wait 14 days before completion, to allow for possible Tribunal (the Australian Competition Tribunal) review. This is the specialist tribunal that hears reviews of ACCC merger authorisation and clearance decisions.
While the fastest possible timeline is approximately five weeks, this would typically apply only to straightforward “fast track” cases. A more standard timeline is as follows:
- Phase 1 Review: This initial assessment takes up to 30 business days. The ACCC expects around 80% of mergers will be approved during this phase, often within 15 to 20 business days.
- Phase 2 Review: For more complex transactions that raise competition concerns, the review moves to a Phase 2 assessment, which can take an additional 90 business days.
Clearances will remain valid for 12 months.
Consequences of Non-Compliance
The regime is mandatory and suspensory. Attempting to complete a qualifying deal without ACCC approval will:
- render the acquisition void, and
- expose parties to substantial civil penalties, of up to the greater of:
- $50 million for corporations or $2.5 million for individuals;
- three times the total value of benefits obtained that are reasonably attributable to the act; or
- for corporations, 30% of annual turnover.
Key Takeaways
- From 1 October 2025, the informal clearance pathway is effectively closed. Only applications already lodged will be reviewed, and existing clearances remain valid for 12 months.
- For all other transactions, the new mandatory regime is now the default. Businesses planning transactions into late 2025 and 2026 should assume they will need to notify the ACCC, budget for filing fees and extended timelines, and build notification into deal planning at the earliest stage.
If you would like to discuss how these changes may affect your current or future merger strategy, please contact our Commercial and Corporate team.
This article provides general information only and is not intended to be relied upon as legal advice.
Jeremy Goldman, Principal Lawyer jgoldman@kcllaw.com.au | +61 3 8600 8886
Marcus Best, Principal Lawyer mbest@kcllaw.com.au | +61 3 8600 8867