From 1 January 2026, Australia’s merger control regime will change significantly. If you plan to buy a business, acquire key assets, or purchase shares or units in an entity connected with Australia, you must now take a critical step: determining whether your transaction requires notification to the Australian Competition and Consumer Commission (ACCC).

This is not a mere formality. Under the new regime, if an acquisition requires notification and is completed without notifying the ACCC (or before it has made a determination), the transaction will be void, even if there are no competition concerns.

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What transactions need to be notified?

Transactions covered by the merger control regime include the following:

• An acquisition of shares in a body corporate carrying on business in Australia that results in ‘control’.
• An acquisition of an interest in an entity (other than shares in a body corporate) that carries on business in Australia.
• An acquisition of a legal or equitable interest (or partial interest) in tangible or intangible assets - such as property, land, goodwill or intellectual property rights - where the assets are used in, or form part of, a business carried on in Australia.

If such a transaction meets a relevant prescribed monetary threshold, the transaction must be notified, unless an exemption applies. Broadly, the relevant monetary thresholds require an assessment of both the merger parties’ Australian revenue and the transaction value. Notification may be required if:

• the combined Australian revenue of your business and the target is $200 million or more, and either the target’s Australian revenue is at least $50 million, or the total transaction value is at least $250 million; or
• the acquirer group alone has $500 million or more in Australian revenue, and the target’s Australian revenue is at least $10 million.

Different thresholds apply in the case of partial acquisitions (i.e., acquisitions of less than all, or substantially all, the assets of a target). Further information about the monetary thresholds is contained in our previous update here.

The concept of ‘connected entities’ is critical to assessing monetary thresholds. You must look beyond your acquisition vehicle to determine if the monetary thresholds are met. If you have subsidiaries, joint ventures, or entities you control or that control you under section 50AA of the Corporations Act 2001 (Cth), their revenue counts toward the monetary thresholds. Control doesn’t just mean owning more than 50% of shares: it can include veto rights over financial or strategic decisions.  Similar considerations apply to determining the revenue of the target and its connected entities (if they are being acquired).

These monetary thresholds mean that you will need accurate data on the target’s (and, where relevant, its connected entities’) Australian revenue. You will also need a clear understanding of your own group structure and any governance rights that could create control and make other entities ‘connected entities’, potentially adding to your acquirer group Australian revenue. In addition, if you have made other acquisitions of shares or assets in the past three years, the cumulative Australian revenue derived from those other acquisitions may also need to be taken into account in determining whether the applicable revenue threshold has been met.  Maintaining an acquisition register therefore becomes essential, so that these monetary thresholds can be assessed accurately and in a timely manner.

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Do you always have to notify?

The new regime introduces a notification waiver process. For example, if your transaction is required to be notified but introduces no or limited competition risks, you may apply to the ACCC for a notification waiver. If granted, a waiver allows you to proceed without undertaking the full notification process.

To obtain a waiver, you must submit a formal application with supporting information, including:

• why the acquisition would otherwise require notification, including whether it hits revenue, transaction value, or control thresholds;
• a description of the goods or services supplied by the parties and the commercial rationale for the transaction;
• why the deal poses no material competition risk, including details of the markets in which the parties operate and information on key suppliers; and
• copies of the transaction documents.

You must also pay an application fee of $8,300 (significantly lower than the ACCC ‘Phase 1’, or initial, notification application fee of $56,800) and the waiver assessment can take up to 25 business days.

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What does this mean for transactions?

For acquirers, these changes demand a shift in approach. Due diligence must now include revenue mapping across your group and the target. You must assess whether the transaction is required to be notified and then whether a waiver might be suitable in the circumstances.

If your transaction is required to be notified, you must also be prepared for your transaction to become public before it is completed. An Acquisitions Register is now maintained by the ACCC detailing all acquisitions notified (including waiver applications, along with the ACCC’s decision and its reasoning). The register therefore makes your transaction visible to competitors, customers, and regulators much earlier.

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Will the transition be smooth?

For the past six months, the regime has been operating on a voluntary basis, giving businesses and the ACCC time to test the framework. During this time, refinements have been made to ensure the regime operates as intended. Just last week, the principal legislative instrument was amended to (amongst other things):

• exempt leases and other acquisitions of interests in land in the ordinary course of business;
• set out details of the notification waiver process and application form;
• simplify the approach to monetary thresholds for asset acquisitions; and
• determine certain classes of acquisitions of voting power as transactions required to be notified (subject to the applicable monetary thresholds),

with the last two points above not commencing until 1 April 2026.

Accordingly, more changes are likely following the regime taking full effect, so staying informed is essential.

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Does this replace existing laws?

Lastly, the new merger control regime introduces mandatory notification and clearance requirements, but it does not replace existing competition laws. Businesses must still comply with section 50 of the Competition and Consumer Act 2010, which prohibits acquisitions that substantially lessen competition in any market. Even if a deal is not required to be notified and cleared under the new process, it can still breach these prohibitions that have long governed mergers and acquisitions in Australia.

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Final thoughts

The new regime isn’t just about competition, it’s about compliance. Missing a required notification could put your transaction at risk. If you’re planning an acquisition in 2026, our team is ready to guide you through the new merger control regime.

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