Merger Notification in Australia: New 2026 Regime

From 1 January 2026, merger notification in Australia is mandatory under the new Part IVA of the Competition and Consumer Act 2010 (Cth). The reform replaces the previous voluntary informal clearance process and marks the most significant change to Australian merger regulation in decades. The detailed thresholds and exemptions are set out in the Competition and Consumer (Notification of Acquisitions) Determination 2025, as amended by the Amendment (2025 Measures No. 1) Determination 2025. Official guidance is published by the Australian Competition and Consumer Commission (ACCC).

The changes affect deal timelines, group structuring, and pre-completion approvals. As a result, multinationals with Australian entities should review how they identify, plan, and document in-scope transactions.

What is changing for merger notification in Australia?

Until now, Australian merger control operated mainly through voluntary engagement with the ACCC. From 1 January 2026, the new regime introduces compulsory pre-completion notification for acquisitions that meet specific thresholds.

In practice, this means:

• Notifiable transactions cannot complete until the ACCC has cleared them or granted a waiver
• The ACCC must determine each notification within statutory timeframes
• Failure to notify a qualifying deal renders it void, and significant penalties may apply
• Informal clearance is no longer available after 31 December 2025, and merger authorisations ceased from 1 July 2025

Therefore, M&A activity touching Australia now sits on a firmer procedural footing, aligned with most major international jurisdictions.

Which deals trigger merger notification in Australia?

An acquisition must be notified where it meets one of the monetary thresholds set by the Treasurer, the target is “connected with Australia” (carrying on business in Australia), and no exemption applies. The main thresholds are:

• Large merged firm threshold: combined Australian revenue of the parties is at least AU$200 million AND either the target’s Australian revenue is at least AU$50 million OR the global transaction value is at least AU$250 million
• Very large acquirer threshold: the acquirer group’s Australian revenue is at least AU$500 million AND the target’s Australian revenue is at least AU$10 million
• Cumulative (creeping or serial) threshold: captures three years of acquisitions in the same or substitutable goods or services, with cumulative Australian revenue of at least AU$50 million (large) or AU$10 million (very large)
• Asset thresholds (from 1 April 2026): separate, higher thresholds apply to acquisitions of assets that are not all or substantially all of a business

In addition, cross-border deals with no obvious Australian footprint may still be caught if group-level revenues are met. Therefore, mapping Australian turnover at group level becomes a routine pre-deal step.

How are “connected entities” defined?

The regime aggregates the revenues of each party with its connected entities. A connected entity is either a related entity under section 4A of the Competition and Consumer Act (subsidiary, holding company, or related body corporate), or an entity that controls, is controlled by, or is under common control with another, applying section 50AA of the Corporations Act 2001 (Cth).

The Amendment Determination of December 2025 refined how these rules apply to private companies and non-listed trusts, closing potential gaps in group-level revenue testing. In practice, this means:

• Group-level analysis is required, not just the immediate buyer and seller
• Private holding structures and unit trusts are pulled more clearly into the perimeter
• The acquisition of units in a unit trust is generally assessed as if the trust were a body corporate

As a result, clients with complex Australian holding chains should refresh their group maps before signing any new transaction.

What are the limits of the “no control” exception?

The Competition and Consumer Act exempts share acquisitions where the acquirer does not obtain control of the target (or already controlled it). However, the Amendment Determination introduced additional notification requirements based on voting power from 1 April 2026, even where control is not acquired:

• For unlisted, non-widely held companies: voting power increasing from 20% or below to more than 20%
• For any body corporate: voting power moving from 20%–50% to 50% or more
• For Chapter 6 entities: specific thresholds depending on whether the acquirer already had control

In short, parties can no longer assume that a minority or passive stake automatically sits outside the regime. Each transaction now needs a documented control and voting power assessment against the updated tests.

How should companies prepare for merger notification in Australia?

With the regime live from 1 January 2026, companies with Australian entities should take practical steps to be ready. Above all, the goal is to avoid surprises during signing and to keep transaction timelines realistic.

Recommended next steps include:

• Review the pipeline of upcoming Australian acquisitions against the new thresholds
• Refresh group structure charts to identify all connected entities, including trusts
• Update M&A playbooks to include ACCC notification as a standard workstream
• Add ACCC clearance as a condition precedent in transaction documents
• Brief deal teams and local counsel on the new “no control” voting power tests

In addition, internal approval workflows should be aligned with the new timelines, so that boards and shareholders sign off in the right sequence.

What’s next?

For those looking to enhance their approach to corporate transactions and group structuring across various jurisdictions, Klea provides expert guidance. Explore more of our blog to elevate your corporate governance strategies, Latvia UBO Register: New Requirements for 2026.

Klea supports organisations in navigating corporate compliance requirements internationally from a single platform. Businesses looking for a structured, scalable approach to entity management can take the following steps:

• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience firsthand how automation reduces workload and improves efficiency.
• Talk to Our Experts – Get guidance tailored to your entity portfolio.

Staying ahead of merger notification obligations protects your entities from compliance risk and ensures your group data is accurate, complete, and audit-ready.

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