Yes. Since 1 January 2026, the voluntary informal merger clearance regime that operated for 50 years in Australia has ceased, and transaction parties are now subject to a mandatory and suspensory merger control regime. The regime is administered by the Australian Competition and Consumer Commission ("ACCC") (the competition regulator), which is now an administrative decision maker on mergers, as set out in the Competition and Consumer Act 2010 (Cth) ("CCA").

The regime is mandatory in the sense that businesses are required to notify the ACCC through the ACCC’s acquisitions portal of acquisitions that meet one or more filing thresholds. It is suspensory in the sense that the acquisitions cannot be put into effect (i.e., closed) until they have been approved by the ACCC or the Australian Competition Tribunal ("Tribunal"). The ACCC is the first-instance decision maker on any notified acquisition. The Tribunal can conduct a merits review of an ACCC decision following an application by the notifying party or, with permission, a third party. Decisions of the Tribunal can be appealed to the Federal Court of Australia, but solely on questions of law.

If an acquisition that is subject to the regime is not notified to the ACCC before completion, or is notified but is completed without approval, the transaction will be legally void, and the deal parties will be exposed to substantial penalties. In some instances, parties may apply to the ACCC for a "notification waiver" before completion. If a waiver is granted, it removes the requirement to formally notify the ACCC of that acquisition, but does not have the legal standing of an approval issued by the ACCC following a notification filing.
Even though only acquisitions that meet a filing threshold are required to be notified to the ACCC, section 50 of the CCA still prohibits any acquisitions of shares or assets that have the effect, or likely effect, of substantially lessening competition in any market. As a result, an acquisition that does not meet a filing threshold can still be investigated by the ACCC, and the ACCC can commence legal action in the Federal Court of Australia alleging a breach of section 50. If an acquisition that did not require notification is voluntarily notified to and approved by the ACCC, it cannot be further challenged by the ACCC on competition grounds because section 50 does not continue to apply to notified acquisitions that are approved. However, this rule does not apply to notification waivers, which have a different legal status to an ACCC approval – as above, a notification waiver simply waives the requirement to notify.

Foreign investment regime 

Additional mandatory notification rules apply for certain foreign investment proposals. While the foreign investment framework is independent of the ACCC’s merger control regime, both frameworks require competition to be considered. If a foreign investor proposes to make an acquisition of an interest in the shares or assets of an Australian entity or business, or of an interest in Australian land, a filing to the Foreign Investment Division of the Department of Treasury ("Treasury"), as advised by the Foreign Investment Review Board ("FIRB"), may be required where certain thresholds are met (see monetary thresholds below in answer to "Are there merger filing requirements?"). As part of their filing, foreign investors are required to indicate in the Foreign Investment Portal whether their proposed acquisition is also being notified to the ACCC. Treasury has published the following guidance about the interaction of the merger control regime with the foreign investment regime:

• For acquisitions involving foreign investors that are not required to be notified under the ACCC’s merger control regime, Treasury may refer these acquisitions under the foreign investment framework to the ACCC for a competition assessment. If Treasury or the ACCC identifies potential competition issues, Treasury will progress the assessment in consultation with the ACCC. In those circumstances, investors may also wish to make a voluntary notification to the ACCC to assist with the assessment.
• For acquisitions involving foreign investors that are required to be notified under the ACCC’s merger control regime, or where they choose to voluntarily notify the ACCC of acquisitions which are below the notification thresholds, a decision by the ACCC on a notification or a notification waiver application is required for the finalization of the competition aspect of the assessment under the foreign investment framework. The national interest assessment of the acquisition under the foreign investment framework will continue to be progressed by Treasury while the ACCC conducts its assessment under the merger control regime.

The ACCC is the sole Australian competition regulator. It is an independent federal statutory authority that administers and enforces the CCA. It will determine whether a notified acquisition may be put into effect, may be put into effect with conditions, or must not be put into effect. The ACCC publishes high-level details of all notified mergers, as well as all notification waiver outcomes, on its public acquisitions register. The Tribunal can hear a party's application for review of an ACCC determination. The Tribunal may also allow dissatisfied third parties to apply for a review of an ACCC determination.

FIRB is the federal agency responsible for foreign investment approvals. Australia has a standalone foreign investment review regime, which is regulated by the Foreign Acquisitions and Takeovers Act 1975 (Cth) ("FATA") and the Foreign Acquisitions and Takeovers Fees Impositions Act 2015 (Cth) and their subordinate legislation. It is underpinned by Australia’s Foreign Investment Policy and the Treasury’s published administrative guidance on the specific application of the FATA. 

No, the ACCC has jurisdiction in all of the Australian states and territories.

Yes – the merger filing requirements are prescriptive and set out in legislation, statutory instruments, guidance, and policy materials: (i) The Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 (Cth) ("CCA Amendment") amended the CCA in 2024 to implement Australia's new mandatory and suspensory merger control regime and its merger filing requirements; (ii) The requirements for merger notification are set out in Part IVA of the CCA, while the general prohibition on anticompetitive acquisitions is set out in Part IV of the CCA; (iii) The related Competition and Consumer (Notification of Acquisitions) Determination 2025 (Cth) ("Determination") includes the merger filing thresholds, notification exceptions, targeted notification requirements, prescribed fees, content of the public acquisitions register, and the "notification waiver" form; (iv) The forms for "notification" are set out in the Competition and Consumer (Notification of Acquisitions – Forms) Determination 2025 (Cth).

FIRB Requirements

Foreign persons

Australia’s foreign investment review regime extends to domestic transactions where the acquirer is an entity or individual that is classified as a “foreign person” or a "foreign government investor" ("FGI") under the FATA.

A foreign person is:

• an individual who is not ordinarily resident in Australia; 
• an FGI; or 
• a corporation, trustee of a trust, or general partner of a limited partnership in which:
  
  • a foreigner (i.e., an individual not ordinarily resident in Australia, a foreign corporation, or an FGI) holds a 20% or more interest; or 
  • two or more foreigners hold a 40% or more interest in aggregate.
    FGIs are subject to stricter rules under the FATA and are defined as: 
    
    1. a foreign government or separate government entity (which includes sovereign wealth funds and state-sponsored pension funds); or
    2. a corporation, trustee of a trust, or general partner of a limited partnership in which foreign governments or separate government entities (which may include sovereign wealth funds or state-sponsored pension funds) or other FGIs:
       
       1. from the same country, together with any associates, hold a 20% or more interest; or
       2. regardless of their country or origin, together with any associates, hold an aggregate interest of 40% or more, noting that there is an exception for certain passive investments.

Tracing rules apply such that a downstream entity (including an Australian entity) may be deemed to be a foreign person or an FGI as a result of shareholdings held well upstream of the downstream entity.

Acquisitions

The Australian foreign investment regime applies to investment proposals by "foreign persons" and FGIs in respect of acquisitions (including indirect acquisitions) of interests in Australian:

• land; and
• entities and businesses.  
  Note that this guide only addresses acquisitions of entities and businesses, and not acquisitions of interests in land.

Whether or not prior notification of an investment is required is determined by reference to the:

• Type of investor – is the investor a “foreign person” or an FGI?
• Type of investment – what kind of interest is proposed to be acquired? 
• Nature of the underlying investment – is it related to national security or any other sensitive sectors? 
• Value of the proposed investment – does the value of the transaction exceed applicable monetary thresholds? 

In respect of business and entity acquisitions, generally a 20% threshold applies, although there is a lower threshold in certain circumstances. The percentage interest that an investor is required to hold is the percentage of:

• voting power or potential voting power that the investor, together with any associates, is in a position to control; or
• the total issued securities that the investor, together with any associates, holds, including any interests that the investor would hold if any options it holds were exercised.

Notification requirements can also apply to: 

• the acquisition of a business under an asset sale;
• internal reorganizations of corporate groups; and
• starting a business in Australia.  
  Under the regime, an interest in Australian land includes, among other rights: 
• a legal or equitable interest in freehold land;
• interests as lessee or licensee under a lease or license where the term, including any extensions or renewals, is reasonably likely to exceed five years; and
• an interest in the issued securities of a “land entity” (being an entity whose total asset value is 50% or more made up of interests in Australian land).

Thresholds

Percentage thresholds

As noted above, the conditions that trigger notification vary depending on the:

• type of investor; 
• type of investment;
• nature of the underlying investment; and 
• value of the proposed investment. 

For acquisitions of securities, generally a direct or indirect threshold of 20% applies. A 10% threshold (or lower, where the acquirer has entered a legal arrangement relating to the business and/or will be in a position to influence, participate in, or determine the business, central management and control, or policy of the target) applies for: 

• direct acquisitions of:
  • entities that carry on a "national security business" or a "media business"; and
  • land entities; and 
• all acquisitions by FGIs.

There is a “de minimis” exemption for FGIs acquiring an indirect interest in Australian entities by way of acquiring their upstream foreign parent, where:

• the total asset value of the Australian subsidiary (or subsidiaries) is less than:
  • 5% of the total asset value of the upstream foreign parent; and 
  • A$73 million; and 
• none of the Australian assets are of a “sensitive business” or a “national security business”. 

A "sensitive business" includes Australian entities and businesses involved in:

• media, telecommunications, transport, defense and military-related industries and activities; 
• encryption and securities technologies and communications systems; and
• the extraction of uranium or plutonium, or the operation of nuclear facilities

Further information about what constitutes a "national security business" is set out in greater detail below.

Monetary thresholds

A foreign person that is not an FGI will only need to notify the Treasurer if the investment meets certain monetary thresholds. Determining which monetary threshold is applicable for an investment depends on the nature of both the investor and the target.

Monetary thresholds range from as low as A$0 to as high as A$1.5 billion, and are set out in greater detail as follows:

Certain countries that are free-trade partners of Australia (e.g., each country that is a party to the Comprehensive and Progressive Agreement for Trans-Pacific Partnership) are subject to higher monetary thresholds for certain kinds of investments. However, these thresholds apply only to acquisitions by individuals from, or entities incorporated in, those countries; an Australian incorporated subsidiary of a US corporation, e.g., will not receive the benefit of the higher threshold.

A “national security business” is broadly defined and includes a business that:

• is a responsible entity of or direct interest holder in a “critical infrastructure asset” under the Security of Critical Infrastructure Act 2018 (Cth), which is broadly defined and includes assets in a variety of industries, such as aviation, broadcasting, data storage, defense, education, energy, financial markets, insurance and telecommunications (among other things);
• is a telecommunications carrier or nominated carriage service provider under the Telecommunications Act 1997 (Cth);
• develops, manufactures or supplies goods or technology for military or intelligence use by military or intelligence personnel (of any jurisdiction); 
• provides (or intends to provide) critical services to defense or intelligence personnel (of any jurisdiction); or

stores, maintains, collects or has access to security classified information or personal information of defense personnel which, if accessed, could compromise Australia’s national security.

It is important to recognize that a national security business may be conducted by a non-Australian entity. Accordingly, care must be taken when assessing transactions involving foreign entities, as they may fall within the national security regime even in the absence of an operating Australian subsidiary.

An “Australian media business” is a business of:

• publishing daily newspapers in Australia (including via related websites);
• broadcasting television or radio in Australia (including via related websites); or
• operating an electronic service that:
  
  • delivers content over the internet;
  • wholly or partly serves Australian audiences; 
  • features content that is: 
    
    • concerned with issues and events relevant to or of public significance to Australians; or
    • delivered wholly or predominantly by video or audio; and
  • reaches an average daily Australian audience exceeding 10,000 people.

“Agribusinesses” include businesses carried out in certain classes of the Australian and New Zealand Standard Industrial Classification ("ANZSIC") Codes, such as agriculture, forestry, fishing and certain first-stage downstream manufacturing businesses, where the earnings before interest and tax from those businesses exceed 25% of the total earnings of the entity.

Register of Foreign Ownership of Australian Assets

A new Register of Foreign Ownership of Australian Assets (the "Register") came into effect on 1 July 2023 pursuant to which foreign investors are required to provide notice to the Commissioner of Taxation ("Registrar") of certain events relating to interests in land, entities and businesses in Australia (including acquisitions, changes of interests and disposals). A number of these new reporting obligations overlap with, or otherwise apply to, circumstances which do not require FIRB approval.

Mandatory Register reporting obligations include when a "foreign person" or an FGI:

• acquires an interest in an Australian entity or business that received FIRB approval;
• acquires an interest in Australian land regardless of whether FIRB approval was required;
• ceases to hold an interest in the acquisition of which was reported to the Register; 
• experiences a change of 5% or more in an interest holding reported to the Register; and 
• becoming or ceasing to be a "foreign person" while holding interests in Australian entities, businesses, or land as described above

Notification to the Register must be made within 30 days of the action occurring (i.e., 30 days after closing). 

Domestic and foreign-to-foreign acquisitions or shares and assets are caught by the Australian merger control regime where the acquisition (target) has a connection with Australia.

Assets include a part of or an interest in any kind of property, a part of or an interest in a legal or equitable right that is not property, any interest or goodwill in such an asset, an interest in an asset of a partnership, and an interest in a partnership. Acquisitions of units in a unit trust, or an interest in a managed investment scheme, are treated as if they were an acquisition of shares in a body corporate, and fall under the regime.

Acquisitions of assets in the ordinary course of business are not subject to the merger control regime, other than where they involve interests in land or patents (see further below as to exceptions to filing for certain land transactions). Acquisitions that are part of certain internal restructures or reorganizations also fall outside the scope of the merger control regime.

Whether an acquisition that is caught by the regime must then be notified to the ACCC will depend on whether (i) it meets the prescribed monetary thresholds, (ii) any exceptions to those thresholds apply, or (iii) it falls within a specific targeted class of acquisition determined by the Treasury Minister, regardless of monetary value (this concept allows the government to have oversight of a broad range of mergers that could pose competition concerns). The monetary thresholds in (i) combine the "Australian revenue" of the transaction parties and their “connected entities”. Australian revenue is a new concept. It is an entity’s gross revenue attributable to transactions or assets within Australia, or transactions into Australia, for the most recent 12-month financial reporting period, calculated according to accounting standards.

Whether an entity is "connected" to another is determined by both legal and practical control tests.

Legal control – An entity is a connected entity if it is a subsidiary, holding company, or related body corporate under the CCA.

Practical control – An entity is also connected to another entity if it, either alone or jointly with "associates", "controls" the other (i.e., has the capacity to determine the outcome of decisions about another entity’s financial and operating policies):

• "Associate" entities either (i) are part of the same corporate group; (ii) have some agreement to influence or control board/operations, or (iii) are acting/planning to act together to influence an entity's affairs
• The practical control concept captures broader relationships, including unincorporated entities (e.g., JVs and SPVs) 
• The manager of a trust may have operational control (without owning the assets of the trust)

In determining "control", there is a carve-out for minority shareholder protection rights – such shareholders are not "associates" of other shareholders and do not have rights of control.

Exceptions to filing

There are various technical exceptions to the notification requirements. These exceptions are complex and market practice is still emerging regarding their interpretation and application. Each has several elements and requires careful assessment of individual facts.

Exempt acquisitions – land

Certain acquisitions of legal or equitable interests in land (and "quasi-land" rights) are not required to be notified. Quasi-land rights are defined in the Determination as mining, quarrying or prospecting rights, water entitlements, and land rights for forestry operations. The scope of the land exceptions continues to be clarified by the ACCC, and their application requires careful analysis. The exceptions are:

• Acquiring land in the ordinary course of business;
• Acquisitions for the purpose of developing residential premises;
• Acquiring land for the purpose of operating a land development or management business
• Acquiring an interest in an entity which has the purpose of carrying on a business primarily engaged in buying, selling or leasing land (other than for operating a commercial business on that land);
• Extending or renewing a lease for land upon which a commercial business is currently being operated;
• Sale and leaseback arrangements;
• Acquiring a further interest in the same land where the initial interest was notified and cleared or a waiver was granted;
• Acquiring certain quasi-land rights where the initial interest was notified and cleared or a waiver was granted; and
• Certain multi-stage land and quasi-land right acquisitions entered into prior to 1 January 2026.

Notable other exempt acquisitions

The below acquisitions are also exempt from notification where all elements of the exception are met:

• Acquisitions in an external administration by a person in the ordinary course of performing a prescribed role
• Financial securities, including rights issues, dividend reinvestments, buy-backs, derivatives and FX contracts
  
  • Derivatives exemption subject to a "will begin, or can begin, to control" limitation – consider conditional rights that could lead to future control of an entity once enforced/converted
• Debt instruments (e.g., bonds, notes), money lending, financial accommodation and security interests
• Interests in securities by a bare trustee for a beneficiary 
• Operation of law – automatic transfer by Australian federal, state or territory law 
• Superannuation entities – transfer of members' benefits or change of trustee 
• Certain routine acquisitions in clearing and settlement activities
• Share acquisitions in Chapter 6 entities that result in ≤20% voting power – “Chapter 6 entities” are listed companies, widely held companies (i.e., unlisted companies with over 50 members) or listed registered schemes (e.g., managed investment trusts). An acquisition of shares in a Chapter 6 entity does not need to be notified unless the acquisition results in voting power crossing 20%, or the acquirer's starting point was already above 20%.
• Mergers that do not result in control – Acquisitions of shares in a corporation generally do not need to be notified if the acquirer either (i) does not control the corporation immediately after the acquisition, or (ii) already controlled the corporation immediately before the acquisition. However, from 1 April 2026, certain categories of acquisitions that do not result in control must still be notified to the ACCC, as they fall within a targeted class of acquisitions determined by the Minister relating to voting power. If the monetary thresholds are met, notification would be required if any of the following are satisfied:
  
  • where someone's voting power in an unlisted company increases from ≤20% to >20%
  • where someone's voting power in a corporation moves from 20-50% to ≥50% (even if the acquirer does not control the corporation before or after the acquisition)
  • where someone's voting power in a Chapter 6 entity increases from ≤20% to >20% (if the acquirer already had control before the acquisition) 
  • where someone's voting power in a Chapter 6 entity moves from <20% to ≥50% (if the acquirer does not have control before or after the acquisition) 

Acquisitions of minority interests will need to be notified if they (i) meet the prescribed monetary thresholds, or (ii) fall within a specific targeted class of acquisition determined by the Treasury Minister (regardless of monetary value), unless an exception applies.

As noted above, there is a safe harbor exception for acquisitions in Chapter 6 entities where, after the acquisition, voting power is up to 20%. Further, generally, an acquisition of shares in a corporation will not need to be notified if the acquisition does not result in control. However, certain categories of acquisitions that do not result in control must nevertheless be notified to the ACCC from 1 April 2026. The categories are explained above in answer to "What kinds of transactions are "caught" by the national rules?".

Under the merger control regime, notification is only required if the relevant (target) shares or assets are "connected with Australia". This connection is established as follows:

• Shares: A share is connected with Australia if it is in the capital of a body corporate that carries on business in Australia.
• Interests in entities (other than shares): An interest is connected with Australia if it is in an entity that carries on business in Australia.
• Other assets: An asset is connected with Australia if it is used in, or forms part of, a business carried on in Australia. 

The CCA does not expressly define “carries on business”, but the threshold is low and foreign-based entities that sell into Australia are routinely found to be carrying on business in Australia. A foreign entity may carry on business in Australia through a subsidiary or agent, even if the foreign entity itself has no physical presence or business operations in Australia.  

FIRB

Foreign-to-foreign acquisitions may also trigger a requirement to notify FIRB where the target:

• has an Australian subsidiary (whether directly or indirectly);
• holds interests in Australian assets; or 
• otherwise carries on a business in Australia for profit or gain.

This is because of the "tracing rules" under the FATA, which apply such that an investor with a 20% or greater interest in an entity is deemed to hold all interests held by that lower entity. The tracing rules can be applied multiple times through a chain of ownership, such that acquisitions of offshore parent companies with downstream Australian subsidiaries or assets (however remote) may trigger a notification requirement. Although note that the “de minimis” exemption (as outlined above in response to "Are there merger filing requirements?") may be applicable in such circumstances.  

Where an offshore transaction involves a downstream Australian component, no matter how remote, local advice should be sought to determine if the transaction will be caught by the regime.

There are five prescribed categories of thresholds: four are monetary, and the fifth relates to designated or targeted classes of deals. The thresholds operate as alternatives, which means if a transaction satisfies any one of them, the deal is notifiable under the merger regime and cannot be completed without clearance from the ACCC. The notification thresholds are made by legislative instrument and are subject to change over time, including through (for monetary thresholds) indexation, and will be reviewed after 12 months of being in effect. The concept of Australian revenue, used in the thresholds, is defined above in response to "What kinds of transactions are "caught" by the national rules?". The thresholds and exceptions are technical and require specific legal advice before any action is taken. Below is a high-level summary (excluding some of the technical elements of each threshold).

1. Large merged firm threshold: The acquisition is notifiable if, on the contract date, the combined Australian revenue of the merger parties (including connected entities) is at least $200 million and either (i) the business (as opposed to discrete assets) being acquired has Australian revenue of at least $50 million; or (ii) the transaction value is at least $250 million. 
2. Very large acquirer threshold: The acquisition will be notifiable where, on the contract date, the acquirer group's Australian revenue is at least $500 million and the target business (as opposed to discrete assets) has Australian revenue of at least $10 million.
3. Three-year serial acquisitions threshold: The acquisition in question will be notifiable if (i) the combined Australian revenue of the merger parties (including connected entities) is at least $200 million and the cumulative Australian revenue from relevant acquisitions in the past 3 years (where a relevant acquisition is any acquisition of at least $2 million) that predominantly involves the same/substitutable goods or services is at least $50 million; or (ii) The acquirer group's Australian revenue is at least A$500 million and the cumulative Australian revenue from relevant acquisitions in the past 3 years (where a relevant acquisition is any acquisition of at least $2 million) that predominantly involves the same/substitutable goods or services is at least $10 million.
4. Discrete asset acquisitions threshold: Discrete assets are those that do not amount to "all or substantially all" of the business or of an internal business unit or division of the business. For acquisitions of discrete assets put into effect from 1 April 2026, notification is required (i) if the acquirer group’s Australian revenue is at least $200 million and the transaction value is at least $200 million; or (ii) the acquirer group’s Australian revenue is at least $500 million and the transaction value is at least $50 million.
5. Targeted notification requirements: As of March 2026, notification is required for (i) from 1 April 2026, certain acquisitions of shares that result in certain changes in voting power, discussed above, even where they do not result in control of an entity; (ii) acquisitions by a major supermarket (presently Coles Group Limited, Woolworths Group Limited, and all connected entities) of shares/assets that result in acquiring all or part of a supermarket business; and (iii) with some exceptions, acquisitions by a major supermarket of land interests above certain land sizes.

Notification to the ACCC is mandatory for proposed acquisitions that meet any of the prescribed thresholds, unless a relevant exception applies. However, parties will not need to notify if the ACCC grants a notification waiver. The waiver process recognizes that monetary thresholds alone do not indicate the competitive effect of an acquisition. The ACCC can issue binding waivers where it determines that the acquisition is unlikely to raise competition concerns or where there is uncertainty about whether the thresholds are met. Waivers are intended for straightforward acquisitions that can readily be assessed as not raising competition concerns, based on the information provided, without further investigation by the ACCC. The ACCC expects to make quick decisions on notification waiver applications. If a decision is not made within 25 business days, the ACCC must not grant the waiver. Waivers are valid for 12 months. 

Relevant transactions should be notified to the ACCC before the acquisition is "put into effect". Notification cannot be made for speculative acquisitions – one of the following must apply: (i) a contract, arrangement or understanding ("CAU") has been entered into (e.g., a Heads of Agreement, Agreement, Term Sheet); (ii) the merger parties intend to enter into a CAU; (iii) the acquisition is a takeover bid that meets certain conditions; or (iv) the acquisition is to take place via a scheme of arrangement that has been publicly proposed. Accordingly, a bidder cannot notify a proposed acquisition until the parties reach the point of entering into, or intending to enter into, a CAU.

The ACCC can engage in preliminary discussions with bidders in a competitive sale process, in anticipation of a potential notification at a later stage. However, it will not accept a filing until the winning bidder is selected. Early discussions can be initiated through the ACCC's acquisitions portal, and parties can advance the pre-notification discussions to the next step in the pathway (notification) when they are ready.

The earliest that the ACCC may make a notification determination is 15 business days after lodgment, to provide third parties with an opportunity to comment on the transaction. There is no automatic waiting period for notification waiver applications. 

Merger parties are required to submit a notification form containing specified upfront information. There are two forms available: a short form for straightforward mergers that are unlikely to raise competition concerns, and a long form for mergers that may present greater competition risks and/or complexity. The merger notification forms are set out in the Competition and Consumer (Notification of Acquisitions—Forms) Determination 2025 (Cth). Both forms require prescribed documents and information in relation to: (i) the business activities of the merger parties; (ii) financial information such as revenue and sales shares; (iii) the relevant market(s) for the acquisition; (iv) competitor and customer details; and (v) transaction documents, supply or ancillary agreements, financial reports and organization charts/diagrams.

Notifying parties are encouraged to engage in confidential pre-notification discussions with the ACCC prior to lodging a notification. The purpose of the discussions is to check that the ACCC has the information and documents it needs to start the statutory decision period, and to confirm that the filing form being used is appropriate. These discussions vary in length depending on the complexity of the deal. Notifications and requests for pre-notification engagement should be submitted through the ACCC's acquisitions portal.

FIRB

Where an acquisition is not required to be notified to the ACCC and has not been voluntarily notified to the ACCC, parties will be required to answer the following questions in the Foreign Investment Portal so that a competition analysis may be conducted:

1. Do the investors (or any related entities) compete directly or indirectly with the target or operate upstream or downstream in any of the proposed target’s supply chains? 
2. For each relevant product or service supplied or potentially supplied by the investors/parties to the acquisition:
   • Describe the product or service and the geographical areas in Australia where it is supplied; and 
   • Identify other key suppliers in Australia in the geographical areas identified above. 
3. Outline the likely effect of the proposed action(s) on competition (such as market shares). 
4. For each party (acquirer and target) to the acquisition (including any connected entities carrying on business in Australia), provide the total Australian revenue for the most recent 12-month financial reporting periods (in AUD). 

Yes, separate filing fees apply under the merger control regime and FIRB. Those are set out below. Fee exemptions are available for acquisitions made by small businesses (annual turnover <A$10m). The ACCC has stated it will review its processes and cost estimates each year and will adjust fees, if required, so that the charges reflect the costs of providing the services.

ACCC filing fees

FIRB filing fees

There is a filing fee payable at the time of filing a foreign investment proposal. The amount of the fee payable depends on the nature of the interest being acquired and the consideration payable.

Acquisitions classified as an internal reorganization have a standard FIRB filing fee of A$30,300. 

The ACCC is the sole first instance administrative decision-maker for mergers and must assess whether an acquisition is likely to substantially lessen competition or result in a net public benefit. Merger parties can notify, or seek a notification waiver from, the ACCC. The ACCC encourages parties to engage in pre-notification discussions and provide a draft notification prior to formally lodging a merger notification. Once an acquisition has been notified, the ACCC will, with limited exceptions such as for hostile takeovers, publish non-confidential details of the proposed acquisition on its public acquisitions register. The ACCC’s review process is structured in a two-phased approach, where acquisitions with competition concerns proceed to a more detailed review in a second phase.

Phase 1: This is an initial competition assessment and lasts up to 30 business days. It is triggered once the ACCC accepts a complete notification (short form or long form) and the filing fee is paid. As above, the ACCC is not permitted to make a decision until at least 15 business days have elapsed. The 30-day period may be extended in certain circumstances, including if the notifying party requests an extension, offers a commitment or undertaking, or if there is a material change of fact. Before the end of Phase 1, the ACCC may approve the acquisition (with or without conditions) or, if it considers that the transaction could result in a substantial lessening of competition, refer the matter to Phase 2 for a more in-depth assessment.

Phase 2: This involves a more detailed review and has a determination period of up to 90 business days, subject to any extensions or adjustments to the timeline. During this phase, the ACCC will undertake deep market testing and economic analysis, and will release a "notice of competition concerns", to which the parties are given an opportunity to respond. No new information can be provided between days 75 and 90 of the review. Before the end of Phase 2, the ACCC may determine that the acquisition may proceed, with or without conditions, or that it must not proceed. If the ACCC does not make a decision within the prescribed period, approval is deemed.

Public benefit application: In certain circumstances, following the ACCC’s competition assessment, including if the ACCC does not approve the acquisition in Phase 2, parties to the acquisition can apply for an assessment on net public benefit grounds. This process lasts up to 50 business days. The ACCC may approve the acquisition with conditions, which can include remedies to address competition concerns or to increase the likelihood of a net public benefit. If the ACCC does not make a determination within the 50-business-day period, the application is deemed unsuccessful. Public benefit applications are likely to be rare.

Review process: Throughout the review process, the ACCC may use its (compulsory) statutory information-gathering powers during Phase 1, Phase 2, and the assessment of a public benefit application. Parties may also offer remedies, such as commitments or undertakings, at any stage to address competition concerns. ACCC determinations are subject to limited merits review by the Tribunal, which may affirm, vary or set aside the determination, while the Federal Court of Australia’s role is limited to judicial review of ACCC and Tribunal decisions. The parties bear the evidentiary onus in any appeal to the Federal Court of Australia.

Time limits: Statutory timeframes apply to each phase of the review process. As stated above, the timeframes can be extended. The maximum length of any extension is set by statute, but the permitted duration of extensions will depend on the circumstances giving rise to the extension.

The ACCC's substantive approach to assessing acquisitions involves testing whether the deal, if put into effect, would, in all the circumstances, have the effect or likely effect of substantially lessening competition in any market. The concept of a “substantial lessening of competition” does not require the lessening to be large or weighty, but rather “real or of substance” - that is, meaningful and relevant to the competitive process. A short-term effect readily corrected by market processes is not substantial, but a medium to long-term effect that is not easily corrected may amount to a substantial lessening of competition. It is sufficient that there is a "real commercial likelihood" that the merger will substantially lessen competition.

Section 4G of the CCA clarifies that “lessening of competition” includes preventing or hindering competition. A substantial lessening of competition can also include creating, strengthening or entrenching any existing substantial degree of market power, which is a new statutory test in Australia. Accordingly, even an incremental increase in market power may amount to a substantial lessening of competition if it strengthens the acquirer’s position in the market. Further, while an individual acquisition within a series may not substantially lessen competition, the combined effect of the acquisitions can raise competition concerns.

The “substantial lessening of competition” test requires consideration of the closeness of competition between the deal parties to understand what may be lost in terms of competition as a result of the acquisition. In conducting its assessment, the ACCC must have regard to "all relevant matters". The ACCC may have regard to the existing or proposed commercial relationships of the merger parties and any related corporations, including agreements between them (such as access or service agreements), as well as the actual or proposed CAU pursuant to which the acquisition is to take place (this may include, e.g., any contractual goodwill provisions).

A non-exhaustive list of economic factors that the ACCC may consider when assessing potential risks to competition is set out in the Explanatory Memorandum to the CCA Amendment. These factors are (i) the merger parties’ market position and economic and financial power; (ii) whether the acquisition would remove a vigorous and effective competitor; (iii) the nature of actual and potential competition in the market; (iv) the acquisition’s effect on the conditions for competition; (v) the structural and/or other conditions affecting competition, including level of market concentration; (vi) the conditions or barriers to entry and expansion to the market and the impact of the acquisition on those barriers; (vii) the nature and strength of competitive constraints in/outside the market; (viii) the degree of product and/or service differentiation in the market; (ix) the degree of dynamism in the market; (x) the degree of countervailing power in the market; and (xi) the extent to which the acquisition may give rise to efficiencies that could not otherwise be obtained and whether those efficiencies are likely to benefit consumers. 

The ACCC may determine that an acquisition:

• may be put into effect (with or without conditions); or
• must not be put into effect

The ACCC may determine the nature, form and scope of any conditions, and the conditions may reflect remedies that were offered by the parties to the ACCC.

Following ACCC approval, parties must wait 14 calendar days after the ACCC’s reasons are published before putting the acquisition into effect, to allow for any applications to the Tribunal to be made. The ACCC's decision is valid for 12 months – in practice, this gives the parties 12 months to close their transaction without needing to renotify. 

Yes, parties may proactively offer commitments or undertakings, referred to as "remedies", to the ACCC within specified timeframes to address identified competition concerns. During Phase 1, a remedy can be offered up to and including the 20th business day. If the notification progresses to Phase 2, a remedy may be offered up to and including the 60th business day. Parties are encouraged to put forward their best and most complete offer to enable the ACCC to properly consider the substance of the proposal and make a decision within the statutory timeframes. The ACCC also encourages parties contemplating a remedy to engage with the ACCC as early as possible, including during pre-notification engagement, to discuss the proposed remedy prior to formal submission.

Remedies may be structural or behavioral in nature. The ACCC's Merger Guidelines indicate a preference for structural remedies. It is less common for the ACCC to accept behavioral remedies to address competition concerns arising from a merger. If the ACCC is satisfied that the proposed remedy adequately addresses its competition concerns, it may accept it and allow the transaction to proceed. The content of any remedy is at the discretion of the party offering it; however, the ACCC will not accept a remedy unless it is satisfied that the remedy will effectively address its competition concerns. In practice, the ACCC is often actively involved in negotiating the content of a proposed remedy and consulting with affected market participants to assess the likely effectiveness of the undertaking. 

If a business fails to notify an acquisition that is required to be notified, the acquisition is stayed and cannot be "put into effect". Failing to notify an acquisition and/or putting it into effect without approval are both separate contraventions of the CCA.

There is a range of consequences if a notification is materially incomplete, misleading, or contains information that is false or misleading in a material way. Depending on the circumstances, the consequences include an extension of the statutory timeline for the ACCC to make its determination, or the ACCC resetting the timeline for its assessment of the notified acquisition once further information is provided. It is a criminal offense to knowingly provide false or misleading information to the ACCC, and substantial penalties apply under the CCA if a person knowingly or recklessly gives information relating to an acquisition that is false or misleading in a material particular.

If the ACCC makes a determination that was based on false or misleading information that was material to its determination, the ACCC may seek appropriate orders in the Federal Court. These include an injunction to prevent the acquisition from being put into effect or orders for divestiture if the acquisition has been completed.

If an acquisition is "put into effect" while stayed (i.e., without receiving approval), the acquisition is automatically void. Significant pecuniary penalties (fines) may also be imposed by the court. Although the principal party or buyer is responsible for notification, the ACCC may pursue both the buyer and the vendor if an acquisition proceeds without notification or approval, e.g., the vendor may be liable as a party knowingly concerned in the contravention by the principal party. The maximum pecuniary penalty for a contravention by a corporation is the greater of: (i) A$50 million; (ii) 3x the value of the reasonable attributable benefit obtained (if that can be determined); or (iii) where the benefit cannot be determined, 30% of the corporation’s adjusted turnover during the breach turnover period for the contravention. For an individual, the maximum penalty is A$2,500,000 per contravention.

A key risk accordingly arises if merger parties begin sharing information or coordinating activities prematurely (i.e., "gun jumping"). Whether an acquisition has been put into effect will depend on the circumstances and does not require transfer of legal ownership – it may include terminating the employment of key employees, closing key facilities or integrating IT systems.

Yes, the ACCC can also investigate mergers, including completed mergers, that are not notified but are likely to substantially lessen competition, and may take enforcement action under section 50 of the CCA. If the ACCC considers that a transaction is likely to result in a substantial lessening of competition, it can seek an injunction to prevent the transaction from proceeding, or seek pecuniary penalties for a breach of section 50 once the transaction has closed, even if it was not previously notified of the proposed transaction. Due to this, businesses may choose to voluntarily notify acquisitions that are, or may be, below the thresholds to obtain certainty and remove any risk of legal action under section 50.

A notifiable acquisition that is put into effect is automatically void.

In relation to an acquisition that is not notified, the ACCC can challenge the transaction by applying to the Federal Court of Australia for remedial orders. The ACCC cannot impose remedies or sanctions for a breach of section 50 of the CCA on its own initiative.

The ACCC has devoted significant resources to implementing the new merger control regime, and will continue to do so. In the first two months of the regime, the ACCC’s performance against its targeted timelines has exceeded expectations, with waivers decided in an average of 11 business days (compared to the statutory maximum of 25 business days), and all but two notifications so far have been decided within the 30 business day deadline set by the statute for a Phase 1 decision.

The ACCC expects that around 80% of mergers will be approved in Phase 1. The two notifications that have not been decided (i.e., not been approved) in Phase 1 have proceeded to a more detailed Phase 2 review. To date, the ACCC has refused three applications for a notification waiver, as it could not readily conclude that the transaction had no competition concerns.  

In terms of its compliance and enforcement priorities, the ACCC in 2026-27 is particularly focused on supermarkets, retail, essential services (particularly electricity, gas, rail and telecommunications), aviation and digital markets.

Merger parties should factor in ACCC approval timelines, as well as include appropriate conditions precedent and warranties in deal documents. In some global transactions, it may be appropriate to have a local condition precedent for Australia due to the details of the new merger regime.

As the new merger regime came into effect recently (on 1 January 2026), its application is still evolving, and the ACCC is regularly publishing FAQs which set out its approach to key topics raised by merger parties and their advisors. Parties are encouraged to consult these FAQs for guidance on the ACCC’s current position. After 12 months, there will be a review of the effectiveness of the regime, and it is possible that further changes will be implemented as market practice develops.