Australia's New Mandatory Merger Control Regime: What Foreign Acquirers Must Know in 2026

Most guidance on entering the Australian market through an acquisition still focuses almost entirely on FIRB. That coverage is not wrong, but as of 2026 it is incomplete.

Since 1 January 2026, Australia has moved from a voluntary merger clearance system to a mandatory, suspensory one, administered by the Australian Competition and Consumer Commission (ACCC). Any company acquiring an Australian business, and not only large domestic players, now needs to consider ACCC clearance as a separate and compulsory step, alongside any foreign investment approval that may also apply.

For a foreign company that assumes FIRB is the only gatekeeper, this is an easy requirement to miss, and the consequences of missing it are significant.

This guide sets out what has changed, who it applies to, and how it interacts with the foreign investment rules that most market-entry advice already covers.

Key Takeaways

• From 1 January 2026, Australia's merger control regime is mandatory and suspensory. Notifiable acquisitions cannot be completed until the ACCC has granted clearance or a waiver.
• This is a separate requirement from FIRB approval. A foreign acquirer may need both FIRB clearance and ACCC clearance for the same transaction, under different tests and timelines.
• Notification thresholds work two ways: a combined-revenue test (AU$200 million combined, plus AU$50 million target revenue or AU$250 million transaction value) and a lower "very large acquirer" test (AU$500 million acquirer revenue, AU$10 million target revenue), so a large foreign group can be caught even by a modest Australian target.
• A serial-acquisition rule can aggregate related acquisitions made over the past three years, so a string of smaller purchases in the same market can also become notifiable even if no single deal meets the threshold alone.
• Completing a notifiable acquisition without clearance is a breach of the Competition and Consumer Act 2010. The transaction can be automatically void, with penalties of up to AU$100 million for corporations and AU$2.5 million for individuals.
• The ACCC expects to clear around 80% of notified acquisitions within 15 to 20 business days, but Phase 2 review of a more complex transaction can extend the timeline considerably.
• Asset acquisition thresholds and certain voting-power triggers were delayed and take effect from 1 April 2026, so the detail of what must be notified is still being finalised.
• For any company entering Australia via acquisition rather than a greenfield subsidiary, ACCC notification should now be assessed at the same stage as FIRB, not treated as a secondary or optional check.
  
  

What Changed in Australia's Merger Control Regime on 1 January 2026?

Before this year, notifying the ACCC of a proposed acquisition was voluntary. A business could seek informal clearance to reduce legal risk, but it was not required to, and the ACCC's main enforcement tool was to challenge a completed or announced acquisition in court after the fact.

The Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 replaced that system with a primarily administrative model. A transitional voluntary regime ran from 1 July 2025 to 31 December 2025 to allow businesses to adjust. From 1 January 2026, notification became mandatory wherever the relevant thresholds are met, and the regime is suspensory: the transaction cannot be completed until the ACCC has cleared it or issued a waiver.

This is a structural change, not a procedural adjustment. Under the previous system, a company could complete an acquisition and only face scrutiny afterwards. Under the new regime, ACCC clearance becomes a condition precedent to completion.

Which Acquisitions Are Caught by the New Thresholds?

The regime applies to acquisitions of shares, assets, units in a unit trust and interests in a managed investment scheme, where the transaction has a connection to Australia, meaning the target carries on business in Australia or the target asset is used in or forms part of an Australian business.

There are two main monetary tests, and a company can be caught by either one:

Large merged firm threshold. Notification is required where:

• the combined Australian revenue of the acquirer and the target is AU$200 million or more; and
• either the target's Australian revenue is AU$50 million or more, or the global transaction value (based on the higher of market value or consideration) is AU$250 million or more.

Very large acquirer threshold. A lower bar applies where the acquirer itself is large. Notification is required where:

• the acquirer group's Australian revenue is AU$500 million or more; and
• the target's Australian revenue is AU$10 million or more.

This second test matters for foreign groups in particular. A well-established multinational acquiring a comparatively modest Australian target can be notifiable even where the deal would look immaterial against the AU$200 million/AU$50 million test on its own.

A serial or "creeping" acquisitions rule also applies. Where an acquirer's related acquisitions over the preceding three years, in the same or a substitutable market, cumulatively meet AU$50 million (or AU$10 million for a very large acquirer), those acquisitions can be aggregated and the current transaction notified, even if it would not meet the threshold in isolation. This is designed to prevent a company from avoiding review by making several smaller acquisitions instead of one large one.

Additional, more targeted notification requirements apply to specific transactions, including acquisitions by Australia's major supermarket groups, regardless of whether the general thresholds are met. A small-acquisitions exemption also generally excludes targets with Australian revenue below AU$2 million.

Some categories, such as ordinary-course asset acquisitions, certain internal restructures, and acquisitions of a small minority shareholding in a listed company, generally fall outside scope, though the position depends on the specific structure of the deal.

Businesses should also note that further threshold detail, including specific asset-acquisition thresholds and additional voting-power triggers, was delayed and is due to commence from 1 April 2026. Any acquisition being planned for completion in the first half of 2026 should be assessed against the current published thresholds and monitored for this update.

How Does This Interact with FIRB?

This is the point most market-entry guidance still misses, and it matters most for foreign acquirers.

FIRB, acting under the Foreign Acquisitions and Takeovers Act, reviews whether a foreign person's proposed investment is in Australia's national interest. It applies specifically because the acquirer is foreign, and its thresholds and tests are based on investment screening, not competition.

The ACCC's merger control regime is different in both purpose and scope. It assesses whether an acquisition would be likely to substantially lessen competition in an Australian market, and it applies regardless of whether the acquirer is Australian or foreign, provided the notification thresholds are met.

The practical consequence is that a foreign company acquiring an Australian business of sufficient scale may now need to satisfy two separate regulators, on two separate timelines, applying two separate tests:

Neither approval substitutes for the other. A transaction can clear FIRB review and still be blocked, delayed, or exposed to penalty risk if it is not separately notified to the ACCC.

What Happens If a Notifiable Acquisition Is Not Cleared?

The consequences of proceeding without clearance are deliberately severe, reflecting the shift to a suspensory model.

Completing a notifiable acquisition without ACCC approval is a breach of the Competition and Consumer Act 2010. It can result in:

• the transaction being treated as automatically void;
• enforcement action by the ACCC; and
• penalties of up to AU$100 million for a corporation, or AU$2.5 million for an individual, depending on the circumstances.

For a foreign company structuring an acquisition through a newly established Australian holding entity, or coordinating closely with the target ahead of completion, this also raises the question of "gun-jumping", since certain pre-completion coordination between the parties can itself be treated as putting the acquisition into effect before clearance is granted.

How Long Does ACCC Clearance Take?

Timelines depend on the complexity of the transaction and the notification pathway used.

• A waiver notification, suited to straightforward acquisitions that do not raise competition concerns, can be filed from 1 January 2026 and is designed to remove the notification obligation entirely where granted.
• A short-form notification suits transactions that may involve competitors or a supplier-customer relationship but are unlikely to raise substantial concerns.
• A long-form notification applies to more complex transactions requiring detailed ACCC consideration.

The ACCC expects to clear around 80% of notified acquisitions within 15 to 20 business days through early Phase 1 decisions or waivers. Phase 1 determinations can take up to 30 business days, with the earliest possible clearance at 15 business days. Where the ACCC is not satisfied a transaction can proceed without further scrutiny, it moves to a Phase 2 review, which extends the timeline significantly.

For an acquisition-led market entry, this means the ACCC clearance timeline needs to be built into the deal schedule from the outset, alongside FIRB timelines, financing conditions and any conditions precedent in the transaction agreement.

Why Does This Matter More for Acquisition-Led Market Entry?

A foreign company setting up a greenfield subsidiary in Australia does not trigger the merger control regime, since there is no existing Australian business being acquired.

The position is different for a company entering the market by acquiring an established distributor, competitor, supplier or local operator, which is a common strategy for foreign companies that want existing customer relationships, market knowledge or operational infrastructure from day one rather than building it from scratch.

For that acquisition strategy, the new regime introduces a compliance step that did not previously carry mandatory force. A transaction that would have proceeded on a voluntary notification basis in 2024 may now require formal ACCC clearance before completion can occur at all, with a real risk of delay if the requirement is identified late in the process.

What Should Foreign Companies Do Before Structuring an Australian Acquisition?

Before agreeing commercial terms for an Australian acquisition, a foreign company should establish:

• whether the large merged firm test or the very large acquirer test is likely to be met, given the acquirer's own scale as much as the target's;
• whether any related acquisitions made in the past three years could be aggregated under the serial-acquisitions rule;
• whether a waiver, short-form or long-form notification is the appropriate pathway;
• whether FIRB approval is also required, and how the two timelines should be sequenced;
• what conditions precedent should be included in the transaction agreement to reflect both approvals; and
• how pre-completion conduct between the parties should be managed to avoid gun-jumping risk.

Addressing these questions during deal structuring, rather than after heads of terms are signed, avoids the situation where a transaction is delayed, or exposed to penalty risk, because a mandatory clearance was treated as an afterthought.

How Expandys Supports Foreign Companies Entering Australia via Acquisition

Expandys has supported clients across strategy, subsidiary set-up and cross-border mergers and acquisitions as part of their expansion into Australia, India and the UK.

For companies considering an acquisition-led entry into Australia, our support can include:

• assessing whether a proposed acquisition is likely to meet ACCC notification thresholds;
• coordinating the sequencing of ACCC and FIRB requirements within the transaction timeline;
• connecting clients with specialist Australian competition and foreign investment counsel; and
• structuring the wider market-entry strategy so the acquisition, and its regulatory approvals, support the company's long-term objectives in Australia.

The objective is to make sure a competition-law requirement that most market-entry guidance overlooks does not become the reason an otherwise well-planned acquisition is delayed or exposed to penalty.

Frequently Asked Questions

• Is ACCC merger notification only required for large companies? No. A large acquirer can trigger notification against a target with as little as AU$10 million in Australian revenue under the "very large acquirer" test, so mid-sized acquisitions by sizeable groups can be caught. It is not limited to major corporate mergers.
• Do I still need FIRB approval if I notify the ACCC? Yes, where applicable. FIRB and the ACCC apply separate tests for different purposes, foreign investment screening versus competition assessment, and a foreign acquirer may need both approvals for the same transaction.
• Can I complete an acquisition while ACCC clearance is pending? No. The regime is suspensory. A notifiable acquisition cannot be completed until the ACCC has granted clearance or a waiver, and doing so risks the transaction being automatically void.
• What happens if I complete a notifiable acquisition without clearance? The transaction can be treated as automatically void, and penalties of up to AU$100 million for a corporation, or AU$2.5 million for an individual, can apply, alongside potential ACCC enforcement action.
• Does setting up a new subsidiary in Australia trigger this regime? No. The merger control regime applies to the acquisition of an existing business, its shares or its assets. A greenfield subsidiary set-up does not involve acquiring an existing Australian business, so it does not trigger ACCC notification.
  
  

Build Your Australian Acquisition Around Both Approvals, Not Just One

FIRB approval remains essential for foreign investment into Australia, but since 1 January 2026 it is no longer the only mandatory clearance a foreign acquirer needs to plan for.

Any company entering Australia by acquiring an existing business should treat ACCC notification as a core part of deal structuring from the outset, not a compliance step to be confirmed once terms are agreed.

Planning an acquisition-led entry into the Australian market?