Australia’s New Merger Laws Are Now in Force: What Business Owners Need to Know
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Australia’s New Merger Laws Are Now in Force: What Business Owners Need to Know
- Key Takeaways
- Mandatory ACCC notification has applied since 1 January 2026 to acquisitions that meet the relevant thresholds and are not exempt.
- Further requirements for certain asset acquisitions and share acquisitions resulting in specified voting-power increases commenced on 1 April 2026. The voting-power requirements apply only where the general notification thresholds are also met.
- A notifiable acquisition cannot be completed until ACCC approval is obtained or a notification waiver is granted.
- The Phase 1 notification fee is $56,800 for 2026-27, while Phase 2 fees can be significantly higher.
- Early advice can help businesses work out whether notification is required and build realistic timing and costs into the deal.
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Australia’s merger laws changed significantly on 1 January 2026. For acquisitions that meet the notification thresholds, businesses must now notify the Australian Competition and Consumer Commission (ACCC) and obtain clearance before the deal can proceed.
Since the new regime began, further asset and voting-power thresholds have commenced and the ACCC has updated its guidance based on the first months of operation. If you are buying a business, shares or assets, merger clearance now needs to be considered early - not just before completion.
What’s Changed on 1 January 2026?
Australia moved from a largely voluntary merger clearance system to a mandatory regime. If an acquisition is within scope, meets a notification threshold and no exemption applies, the parties must notify the ACCC and wait for clearance before completing.
The rules apply broadly to acquisitions of shares and assets. They can also capture a series of smaller acquisitions over time.
New from 1 April 2026: asset and voting-power thresholds
The merger regime was expanded further on 1 April 2026, introducing additional notification requirements that businesses need to consider when assessing a proposed acquisition. These changes apply to:
- Certain asset acquisitions
Some acquisitions of assets that do not comprise all or substantially all of a business may now require notification where the relevant acquirer-revenue and transaction-value thresholds are met.
- Changes in voting power
Additional rules can apply to certain increases in voting power. The precise trigger differs according to the type of target entity, the acquirer’s existing voting power and whether the acquirer controls the target. For example, this can include an increase from 20% or less to more than 20% in an unlisted company that is not widely held, or an increase from more than 20% but less than 50% to 50% or more in a body corporate. Not every increase in voting power above 20% automatically requires notification.
Do You Need to Notify the ACCC?
The thresholds are not simply a single dollar test. The main tests are generally summarised below:
| Threshold | When it may apply | Key figures |
| Large merged firm | The combined Australian revenue of the parties is substantial and the target revenue or transaction-value limb is met. | Combined Australian revenue of at least $200m AND the:· target Australian revenue is at least $50m; OR· global transaction value is at least $250m |
| Very large acquirer | A very large Australian business acquires a smaller target. | Acquirer group Australian revenue is at least $500m AND target Australian revenue is at least $10m |
| Serial acquisitions | Relevant acquisitions during the preceding 3 years may be aggregated where they predominantly involve the same or substitutable goods or services.Note: The ACCC’s August 2026 FAQs confirm that qualifying acquisitions completed before 1 January 2026 may be counted but acquisitions with target Australian revenue below $2m are excluded. |
Ordinary $200m combined-revenue or $500m acquirer-revenue limb must still be met (subject to exclusions). That is the accumulated target Australian revenue is at least $50m (large merged firm) or $10m (very large acquirer). |
| Certain asset acquisitions | From 1 April 2026, some asset acquisitions that are not all or substantially all of a business can be caught. | Applies where the acquirer group has Australian revenue of at least $200m AND:· global transaction value is at least $200m; OR· Australian revenue is at least $500m AND global transaction value is at least $50m |
Important: Where one or more of the notification thresholds above are met, notification is only required if the target is connected with Australia and no exemptions apply. Meeting a monetary threshold is only part of the analysis. Every transaction needs to be considered on its own facts. The Australian connection, exemptions, transaction structure, voting power and previous acquisitions may also matter.
What about Exemptions?
Some transactions are exempt even if a threshold would otherwise be met. Exemptions cover particular land and financial-market transactions, internal restructures, acquisitions by external administrators and other specified arrangements.
The practical message? Do not assume a deal is outside the regime because it involves assets, a minority interest or a smaller target. Check the rules early.
The Application Process
For a transaction that may need ACCC clearance, the process can be viewed in four steps:
Which Pathway Should You Use?
For straightforward transactions, the ACCC says the short notification form will be appropriate in most cases. A long form is more likely to be needed where there is greater competition risk or complexity.
A notification waiver may be available for a transaction that technically meets a threshold but clearly does not raise material competition or consumer concerns. If granted, the waiver removes the obligation to lodge a formal notification. A waiver application is not simply a preliminary step before a formal notification, and businesses should choose the pathway that best fits the transaction. If the ACCC does not decide a waiver application within 25 business days, it cannot grant the waiver and is considered a deemed refusal.
Pre-notification discussions are optional but can be useful for complex deals or where the information requirements are unclear. The FAQs also confirm that parties may be able to notify on the basis of a sufficiently developed Heads of Agreement rather than waiting for every transaction document to be finalised.
How long can the ACCC review take - and what does it cost?
| Stage | Timing | What it means | 2026-27 fee |
| Pre-notification discussion | No set timeline | Allows parties to provide draft notification application and transaction documents to identify if further information is needed.ACCC recommends parties initiate this process at least 2 weeks before formal notification for acquisitions that clearly do not raise material concerns.If no determination is made in 25 business days, the application will be deemed to be denied. | $8,300 |
| Phase 1 | Up to 30 business days* | Initial review of application lodged. Most transactions are expected to be resolved here. Earliest approval is generally in 15 business days. Merger will either be cleared in this phase or progress to Phase 2. |
$56,800 |
| Phase 2 | Up to a further 90 business days* | A deeper review where competition concerns require further assessment. At the end, the merger can be put into effect with or without conditions or be blocked by the ACCC. | $475,000 to $1.595m (additional fee, depending on transaction value) |
| Public-benefit application (where available) |
50 business days* | Optional application. Only available after the ACCC has either not approved the acquisition or approved it subject to conditions. Must be made within 21 calendar days after the relevant ACCC decision. | $401,000 |
* Statutory periods can be extended or adjusted in certain circumstances or unilaterally varied by the ACCC.
One Timing Trap to Remember
ACCC approval does not always mean the transaction can complete immediately. There is generally a 14-calendar-day period after the ACCC publishes its reasons before completion can occur, allowing time for an application to the Australian Competition Tribunal. An approved acquisition generally also needs to be completed within 12 months of the ACCC’s decision.
What’s Happening in Practice
The ACCC’s half-year results give businesses some useful comfort. From 1 January to 30 June 2026, it received 145 merger notifications and 286 notification waiver applications. It approved 115 notifications in Phase 1, with 6 notifications progressed to Phase 2 for a more in-depth assessment.
The ACCC also reported that 92% of acquisitions were decided within 20 business days through either an early Phase 1 decision or a notification waiver. That is encouraging, but businesses still need to allow time before lodgement to assess thresholds, prepare the application and deal with information requests.
Four Things to do Before Your Next Acquisition
1. Check the ACCC notification rules early, while the deal structure and timetable are still being developed.
2. Look at the parties’ Australian revenue, transaction value and relevant acquisitions made during the previous 3 years and consider whether the April 2026 asset or voting-power rules apply.
3. Build ACCC timing, fees and the post-approval waiting period into the transaction documents and completion plan.
4. Get advice before assuming an exemption or notification waiver will apply.
The Bottom Line
The new merger regime is now part of doing deals in Australia. For many acquisitions, the ACCC process will be straightforward. But if notification is required, getting the timing or threshold analysis wrong can delay completion and add significant cost.
The best approach is to consider merger clearance at the start of the transaction, so you know what is required before the deal gathers momentum.
Planning an Acquisition? Talk to Us Early.
If you are buying a business, shares or assets, getting the ACCC analysis right from the outset can save time, cost and uncertainty later.
Our Hillhouse Corporate & Commercial team can help you assess whether notification is required, identify the right ACCC pathway and structure the transaction around a realistic approval and completion timetable.
Contact Vicki Yeung, Senior Associate or Malcolm Chan, Associate, to discuss your proposed acquisition before you commit to the deal timetable.
E: vicki@hillhouse.com.au or malcolm@hillhouse.com.au
P: 07 3220 1144
This article is general information only and reflects the position as at September 2026. It is not legal advice. Merger notification requirements are transaction-specific and may change.
