Everything you need to know about Australia’s new ACCC Mandatory Clearance Regime
A new era for more than just mergers in Australia
On 1 January 2026, the ACCC’s new mandatory notification regime officially commenced.
The introduction of this new regime is one of the most significant changes to Australia’s competition laws in 50 years.
The new regime replaces the ACCC’s longstanding voluntary informal clearance and formal merger authorisation processes with an administrative clearance regime that applies to a broad range of acquisitions.
The new regime includes statutory timeframes, prescribed filing requirements, and changes the legal test and threshold for ACCC clearance.
Critically, the new law deems acquisitions that meet the notification thresholds as void if they are completed without ACCC clearance (or a waiver).
New laws, same depth of experience
Our competition team has been closely involved in the development process for the new regime, and is ready to help you navigate its complexities.
Our team advises on all aspects of competition merger control, and we are specialists in developing strategies for clients, from the most complex or contested merger transactions, right through to the ‘BAU’ deals now caught by the thresholds. Regardless of the industry or the size of the deal, our team works with local and international clients to help them navigate through the new Australian clearance process as smoothly as possible, often in coordination with other international merger approvals.
What types of acquisitions need to be notified to the ACCC?
The new notification regime is much broader in scope than the previous ACCC clearance pathways. The regime doesn’t just capture large-scale M&A deals, it applies to any acquisition of shares or assets that triggers the mandatory notification thresholds. This means in considering whether notification could be required, parties need to think about the following factors:
- Types of acquisitions – acquisitions of shares, units in unit trusts, interests in managed investment schemes and assets are all subject to the new regime.
- Assets are broadly defined to include any legal or equitable interest – this can include the acquisition of leasehold interests, intellectual property rights and licences, if the acquisition meets the monetary thresholds and no exception applies.
- Different monetary thresholds apply based on asset type – depending on whether the acquisition is of assets that involve ‘all or substantially all the assets of a business’ or whether the asset is a ‘standalone’ asset. See below for more details on the monetary thresholds.
- Control and voting power tests – for non-asset acquisitions, parties need to notify the ACCC where the monetary thresholds are met (and no exemption applies) if the acquisition would (i) result in sole or joint control of an entity, or (ii) meet ‘bright line’ voting power tests - even if the acquisition does not result in control.
Further details on the exceptions, ACCC process, voting power tests and the monetary thresholds are set out below.
What are the exceptions?
Some limited general exceptions apply for certain types of acquisitions, and transactions which are done “in the ordinary course of business”. There are also some specific exceptions for transactions relating to land, financing transactions, financial markets and the superannuation industry.
Mallesons' cross-discipline approach
Given the breadth of the new regime and the number of key issues to consider, our Corporate, M&A and Private Capital experts work closely with the competition law specialists to advise on the application of these new laws.
Similarly, many of the industry exceptions rely on relatively narrow and specific criteria. Mallesons' experts in our Banking & Finance, Real Estate and Superannuation teams are on hand to assist understanding the scope of these exceptions, or their application to any particular transaction.
What are the notification filing requirements, fees and timelines?
If an acquisition meets the notification thresholds (or there is uncertainty over whether the thresholds are met), there are two key pathways – notification (using the short or long form) or waiver. The notification process can involve a Phase 1, Phase 2 and public benefits phase, depending on the transaction.
Filing fees, forms and other key process information is set out below.
|
PROCESS
|
FILING FEE (AUD)
|
TIMEFRAME FOR DECISION
|
FORM OPTIONS
|
WHICH ACQUISITIONS ARE SUITABLE
|
|
Waiver application |
$8,300 |
Within 25 business days of lodgement If the ACCC does not make a decision within 25 business days, the ACCC must not grant the waiver |
Waiver form |
The ACCC has indicated the waiver process is for straightforward acquisitions that plainly do not give rise to competition issues or consumer harm and can be assessed based on the information provided without further investigation by the ACCC or market consultation. |
|
Notification review |
$56,800 |
Phase 1: Up to 30 business days Earliest possible approval is 15 business days after notification Acquisition will either be approved or moved to a Phase 2 review within 30 business days of notification ACCC has powers to extend the timeframe |
Short form Long form |
Short form: The ACCC has indicated most acquisitions will be suitable for the short form, being straightforward acquisitions that are unlikely to raise competition concerns. Long form: The ACCC has indicated that the long form is appropriate for acquisitions that raise greater competition risks and/or complexity. The ACCC has also provided guidance about situations in which the long form should be used, including based on the parties’ market shares and changes to market concentration resulting from the acquisition. |
|
Notification review |
Determined based on transaction value. $50 million or less: $475,000 Between $50 million and $1 billion: $855,000 Over $1 billion $1,595,000 |
Phase 2: Up to 120 business days (including Phase 1 review period) The Phase 2 review period lasts for up to 90 business days ACCC has powers to extend the timeframe |
No additional form required to proceed to Phase 2 |
The ACCC will provide a notice to parties before the end of the Phase 1 review period if it considers a Phase 2 review is required. Parties need to pay the Phase 2 fees before the matter can proceed. |
|
Public benefits phase |
$401,000 |
Public benefits phase: Up to 170 business days (including Phase 1 and 2 review periods) The Public Benefits phase lasts for up to 50 business days The ACCC has powers to extend the timeframe |
Application for public benefit determination |
A party can only lodge a public benefit application if the ACCC has conducted a Phase 2 review and decided not to approve the acquisition or approve it with conditions. |
What are the bright line voting power tests?
For share acquisitions, parties need to notify the ACCC where the monetary thresholds are met (and no exemption applies) if the acquisition would (i) result in sole or joint control of an entity, or (ii) meet ‘bright line’ voting power tests - even if they do not result in control. The bright line voting power tests in the table below are based on the ‘voting power’ of the acquirer group and its ‘associates’ (as defined in the Corporations Act 2001).
Notifiable acquisitions
|
Nature of target entity
|
Pre-acquisition voting power
|
Post-acquisition voting power
|
|
1. All target entities |
Between 20% and 50%* |
50% or more* |
|
2. Widely held/Chapter 6 entities (i.e. listed entities, or entities with more than 50 members) where already controlled by the acquirer |
20% or below |
Above 20% |
|
3. Widely held/Chapter 6 entities (i.e. listed entities, or entities with more than 50 members) where NOT already controlled by the acquirer |
Below 20% |
50% or more |
|
4. Private/unlisted entities (i.e. unlisted entities and entities with less than 50 members) |
20% or below* |
Above 20%* |
|
*Note: Disregard the voting power of associates that only have “minority shareholder protection rights”. |
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What are the monetary thresholds?
The notification thresholds are set out in the Competition and Consumer (Notification of Acquisitions) Determination 2025 (Determination), which determines the circumstances in which an acquisition is required to be notified and outlines the various exemptions. The Determination contains 4 monetary thresholds:
- Acquisitions resulting in large or larger corporate groups threshold
- Acquisitions by very large corporate groups threshold
- Creeping or serial acquisitions threshold
- Standalone asset acquisitions threshold
There is also one targeted threshold that applies specifically to supermarkets.
Details of the thresholds are set out in the graphic below.
Monetary thresholds
Podcasts
Resources
Our Merger Reform Insights
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