From 1 January 2026, businesses will be required to notify the Australian Competition and Consumer Commission (ACCC) of certain acquisitions that meet prescribed thresholds and must not complete those transactions without prior ACCC approval.
In response to stakeholder feedback, in December 2025, the Federal Government revised the notification thresholds and released further details regarding the waiver process. This article has been updated to reflect these latest changes.
Requirements to notify
Unless an exception applies, ACCC notification is required in relation to acquisitions of shares, assets, units in a unit trust, and interests in a managed investment scheme that meet the notification thresholds.
Thresholds
In response to stakeholder feedback, the Federal Government has materially revised the thresholds. This significantly narrows the application of the regime for certain asset acquisitions (including land transactions) that have traditionally not been the focus of merger control regimes.
The current thresholds are set out in the table below. While most of the thresholds will apply from 1 January 2026, the thresholds applicable to acquisitions of assets that do not involve all, or substantially all of, the assets of a business will only come into effect from 1 April 2026.
|
Acquisition type |
Threshold |
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Resulting in large or larger corporate groups
|
|
|
Very large corporate groups
|
|
|
Creeping or serial acquisitions |
|
|
Supermarket land acquisitions |
1,000 m2
|
|
Applicable from 1 April 2026
Asset acquisitions that do not involve all, or substantially all of, the assets of a business
|
Asset acquisitions by large corporate groups
|
|
Asset acquisitions by very large corporate groups
|
|
Applicable from 1 April 2026
Asset acquisitions that do not involve all, or substantially all of, the assets of a business
|
Asset acquisitions by large corporate groups
|
|
Asset acquisitions by very large corporate groups
|
|
Applicable from 1 April 2026
Asset acquisitions that do not involve all, or substantially all of, the assets of a business
|
Asset acquisitions by large corporate groups · Combined acquirer/target Australian revenue on the contract date is at least $200m; AND · The transaction value is at least $200m |
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Asset acquisitions by very large corporate groups · Acquirer’s Australian revenue is at least $500m; AND · The transaction value is at least $50m |
Key concepts in applying notification thresholds
‘Connected to Australia’
In order to be notifiable, an acquisition must first be ‘connected to Australia’, meaning that:
(a) in relation to the acquisition of a share or other interest in a body corporate, the body corporate carries on a business in Australia; or
(b) in relation to the acquisition of an asset, the asset is used in, or forms part of, a business carried on in Australia.
‘Australian Revenue’
An entity’s Australian revenue, at a time, is so much of the entity’s gross revenue, determined in accordance with accounting standards, for the entity’s most recently ended 12-month financial reporting period, that is attributable to transactions or assets within Australia, or transactions into Australia.
‘Connected entities’
When calculating revenue for the purposes of the revenue tests, revenue from the acquiring entity and its connected entities is included. A ‘connected entity’ is:
(a) a ‘related entity’ as referred to in section 4A of the Competition and Consumer Act 2010 (Cth) (Competition and Consumer Act) (subsidiary, holding and related bodies corporate); or
(b) an entity that is controlled by, controls, or is under common control with the first entity, for the purposes of section 50AA of the Corporations Act 2001 (Cth) (Corporations Act).
An entity may control a second entity when it controls that entity jointly with one or more associates. Connected entities of the target that are not indirectly acquired in the transaction (e.g. connected entities that are part of a vendor’s retained business) are excluded from Australian revenue calculations.
3-year ‘look back’ test
The revenue thresholds contain a ‘look back’ test which takes into account acquisitions in the previous 3 years. The criteria are:
(a) the acquirer, or a connected entity of the acquirer, acquired other shares or assets (‘the previous shares or assets’) in the previous 3-year period; and
(b) both the current shares or assets and the previous shares or assets relate to the carrying on of a business involving the supply or acquisition of comparable goods or services; and
(c) the acquisition of the previous shares or assets and the current shares or assets, if treated as a single acquisition, would meet the specified revenue threshold.
The following types of previous acquisitions are not included in the 3 year look back test:
(a) acquisitions notified to the ACCC, except those notified under the creeping or serial acquisitions threshold;
(b) acquisitions where the target revenue was less than $2 million Australian revenue;
(c) acquisitions of certain assets below $2 million market value;
(d) acquisitions of assets that are no longer held by the acquirer or its connected entities;
(e) acquisitions of shares where neither the acquirer nor its connected entities have control; and
(f) acquisitions not connected with Australia.
Small acquisition
A small acquisition is where:
(a) the Australian revenue of the target (and its connected entities) is less than $2m; or
(b) the market value of a discrete asset is less than $2m.
Exemptions
Control exemption
Generally, acquisitions which do not result in control of the target business are exempt from a filing requirement. There is also an exemption for acquisitions of interests in Chapter 6 entities where the voting power of the acquirer following the acquisition is below 20%.
However, from 1 April 2026, a filing requirement may also be triggered regardless of whether the transaction results in control if the monetary thresholds are satisfied and at least one of the following voting power thresholds are also satisfied:
- the voting power of the acquirer moves from 20% or below, to more than 20% in an unlisted body corporate that is not widely held;
- the voting power of the acquirer increases from between 20% and 50% to 50% or more;
- the voting power of the acquirer moves from 20% or below to above 20% in a Chapter 6 entity where the acquirer controlled the Chapter 6 entity before the acquisition; and
- the voting power of the acquirer moves from below 20% to 50% or more in a Chapter 6 entity where the acquirer does not control the Chapter 6 entity before or after the acquisition.
Land related exemptions
There are a number of exemptions for the notification of certain land and quasi-land acquisitions, including:
acquisitions of an interest in land in the ordinary course of business, unless targeted notification requirements apply (for instance in the context of supermarket land acquisitions);
- acquisitions of an interest in land (vacant or developed) for the purpose of:
- developing residential premises; or
- carrying on a business primarily engaged in buying, selling, leasing or developing land;
- acquisition of an interest in an entity whose only non-cash asset is a legal or equitable interest in land which is held for one of the purposes noted immediately above;
- extensions/renewals of leases for land;
- land and quasi-land acquisitions where an acquisition of the relevant equitable interest in land or quasi-land right was previously notified, subject to a waiver, or acquired prior to 31 December 2025;
- land development rights; and
- sale and leaseback arrangements.
Financial market exemptions
There are a number of exemptions for the notification of certain financial market transactions, including in relation to:
- clearing and settlement facilities, exercising a contractual right of set-off, or of combination of accounts, or to close out a transaction;
- capital raising, share buy-backs, dividend reinvestment and foreign exchange contracts;
- derivatives, where the acquisition does not result in control;
- debt instruments, loans, debt interests in an entity, and securities financing transactions, where the acquisition does not result in control;
- asset securitisation arrangements;
- the enforcement of a security interest, where the acquisition is in the ordinary course of providing financial accommodation and the parties to the acquisition are dealing at arm’s length; and
- custodial or depository services, certain trustees, and acquisitions by a nominee upon the conversion of regulatory capital instruments under certain circumstances.
Other exemptions
A number of additional exemptions apply to acquisitions that occur in relation to:
- internal restructures or reorganisations;
- external administration;
- the transfer of members’ benefits between superannuation entities, or acquisitions resulting from a change of trustee of a superannuation entity; and
- the operation of a law of the Commonwealth, or of a State or Territory.
ACCC review and determination
Timeline overview
Pre notification
While not mandatory, the ACCC encourages parties to engage in pre-notification discussions before formally notifying an acquisition. Such engagement allows parties to proactively raise issues that are likely to be relevant to the ACCC’s assessment. It also provides an opportunity for the ACCC to engage with the parties to ensure it has sufficient information to conduct its assessment.
Pre-notification engagement with the ACCC is encouraged as it can streamline the ACCC’s review and reduce the risk of timeline extensions. The ACCC anticipates that in the most straightforward matters, pre-notification is likely to take approximately 2 weeks, but that in complex matters, pre-notification is likely to take at least 4 weeks.
Waiver
The ACCC has the discretion to grant notification waivers. If a waiver is granted, the acquisition need not be notified under the standard notification pathway (as noted below) and can proceed without a formal ACCC approval decision. This waiver process can streamline timing and reduce costs for straightforward transactions.
The ACCC has indicated that it intends to grant waivers for low-risk or simple transactions which can be determined on the papers. Such circumstances may include where:
- There is no or very limited competitive overlap, market definition is clear (or the decision can be made without reaching a view on market definition) and market concentration is low (e.g. less than 5% on the narrowest possible markets).
- There are no vertical or conglomerate issues or, where there are vertical or conglomerate considerations, both the market concentration and market shares of each of the merger parties in the relevant market(s) are low (for example, market shares of less than 5%).
- There are no complex scenarios or legal issues, such as:
- a potential loss of future competition, including where the target is a potential new entrant (or is a nascent competitor with the potential to expand) in the acquirer’s market, or the acquirer might be a potential entrant or nascent competitor in the target’s market (such as an overseas company that would be likely, absent the acquisition, to enter the Australian market in which the target operates);
- market concentration is already significant or high;
- the target appears to be a vigorous and effective competitor;
- a failing firm scenario; or
- complicated market definitions or the merger parties operate across multiple segments.
- There is unlikely to be risk of harm to consumers as a result of the acquisition.
- There are no issues that are likely to warrant consultation by the ACCC and/or inquiries with third parties.
The ACCC’s waiver decisions will still be published on the publicly available Acquisitions Register within 1 business day of the decision.
Notification
If the notification thresholds are met and no exemption or waiver applies, parties must lodge a notification (in the prescribed form) and obtain ACCC approval prior to completion. The ACCC’s review and determination process for notified transactions is outlined below.
Phase 1
The ACCC must complete a Phase 1 assessment of a transaction within 30 business days of receiving a notification. It will gather information from the parties and stakeholders. At the end of Phase 1, the ACCC may:
- approve the acquisition;
- approve the acquisition with conditions; or
- issue a Phase 2 notice for further consultation.
Most acquisitions are likely to be approved during phase 1. An acquisition will only proceed to phase 2 if the ACCC is satisfied that the acquisition could have the effect, or likely effect, of substantially lessening competition.
Phase 2
Phase 2 involves a more detailed review which will run for up to 90 business days. By day 25, the ACCC will issue a Notice of Competition Concerns, outlining its preliminary assessment. Parties may respond to the concerns and offer a solution that would permit the acquisition to proceed.
At the conclusion of Phase 2, the ACCC can decide to:
- approve the acquisition;
- approve the acquisition with conditions; or
- refuse approval.
Public Benefits Phase
Following the ACCC’s conclusion of a phase 2 review, parties may apply for a Public Benefit Review if they believe the acquisition delivers a net public benefit. This phase lasts up to 50 business days. The ACCC has indicated that it expects few transactions will proceed to this stage.
14 day holding period
Transaction parties should be aware that they must wait 14 days after receiving ACCC approval before proceeding with a transaction (in order to allow third parties the opportunity to lodge review applications to the Australian Competition Tribunal).
Fees
The filing fees (for mandatory and voluntary notifications) are as follows:
|
Review Required |
Fees |
|
Notification Waiver |
$8,300 |
|
Phase 1 Notification |
$56,800 |
|
Phase 2 Notification
|
$475,000 – for transactions valued under $50m $855,000 – for transactions valued between $50m and $1b $1,595,000 – for transactions valued over $1b |
|
Public Benefits Application |
$401,000 |
Key Takeaways
- Transaction timelines will need to take into account ACCC filing processes.
- Buyers and sellers will need to assess completion risks arising prior to obtaining clearance – particularly where the ACCC notification is public.
- The timing of ACCC notifications will need to take into account confidentiality implications of notifying transactions.