About thresholds and exemptions

Businesses with an acquisition that meets the notification thresholds must notify the ACCC. Businesses must receive approval or a notification waiver from the ACCC before the acquisition can proceed.

There are some exemptions which may mean an acquisition doesn’t need to be notified, even when it meets the notification thresholds.

The notification thresholds are set by a Treasury Minister. They are based on Australian revenue and/or global transaction value. 

A Treasury Minister may also set additional notification requirements targeted at high-risk acquisitions.

The thresholds apply from 1 January 2026 unless stated otherwise.

Seek legal advice, if you are unsure about whether you need to notify.

The notification thresholds

Legislative instruments and explanatory statements

Refer to the legislative instruments for full details on the thresholds and exemptions:

Further guidance is also available in the explanatory statements for the instruments:

Summary of the thresholds

As this summary is intended to be a general guide only, it may contain generalisations.

It does not constitute legal or other professional advice, and should not be relied on as a statement of the law in any jurisdiction.

There is a monetary threshold for acquisitions resulting in large or larger merged firms…

Large merged firm threshold An acquisition must be notified if:
  1. The combined Australian revenue of the merger parties is at least $200 million AND
  2. EITHER the target’s Australian revenue is at least $50 million OR the global transaction value is at least $250 million.

… with an additional threshold for acquisitions by very large companies of smaller targets

Very large acquirer threshold An acquisition must be notified if:
  1. The acquirer group’s Australian revenue is at least $500 million AND
  2. The target’s Australian revenue is at least $10 million.

... and a separate cumulative threshold to target creeping or serial acquisitions

Creeping or serial acquisitions thresholds Accumulated threshold for large merged firms Accumulated threshold for very large acquirers

An acquisition must be notified if:

  1. The combined Australian revenue of the merger parties is at least $200 million AND
  2. The cumulative Australian revenue from acquisitions in the past 3 years that predominantly involves the same or substitutable goods or services is at least $50 million.

An acquisition must be notified if:

  1. The acquirer group’s Australian revenue is at least $500 million AND
  2. The cumulative Australian revenue from acquisitions in the past 3 years that predominantly involves the same or substitutable goods or services is at least $10 million.

    The following previous acquisitions are excluded from being accumulated:

    • Acquisitions notified to the ACCC, except those notified under the creeping or serial acquisitions threshold
    • Acquisitions below $2 million Australian revenue
    • Acquisitions of certain assets below $2 million market value
    • Acquisitions of assets that are no longer held by the acquirer or its connected entities
    • Acquisitions of shares where neither the acquirer nor its connected entities have control
    • Acquisitions not connected with Australia.

    … and a threshold for acquisitions of assets that are not all or substantially all assets of a business

    Asset thresholds

    (Commencing 1 April 2026)

    		 For large acquirers For very large acquirers

    An acquisition of an asset must be notified if:

    • The acquirer group’s Australian revenue is at least $200 million AND
    • The global transaction value is at least $200 million AND
    • the acquisition does not involve all, or substantially all, of the assets of a business.

    An acquisition of an asset must be notified if:

    • The acquirer group’s Australian revenue is at least $500 million AND
    • The global transaction value is at least $50 million AND
    • the acquisition does not involve all, or substantially all, of the assets of a business.

    When one or more of the notification thresholds above are met, an acquisition is only required to be notified if:

    • the target is connected with Australia, that is, they are ‘carrying on business in Australia’
    • no exemptions apply.

    Exemptions from notification

    There are exemptions for certain acquisitions to reduce burden on businesses.

    Primary law exemptions

    The Competition and Consumer Act exempts acquisitions of shares from notification where:

    • the acquirer does not obtain control of the target or had already controlled the target before the acquisition, unless a legislative instrument requires notification despite the acquisition not resulting in control (see below for additional requirements)
    • the target is a Chapter 6 entity and the acquisition results in voting power of 20% or less.
    Land exemptions

    The following types of land or quasi-land right acquisitions are exempt from notification:

    • land acquisitions in the ordinary course of business, unless subject to targeted notification requirements
    • land acquisitions made in relation to residential property development
    • land acquisitions for any purpose by a business primarily engaged in buying, selling, leasing or developing land, other than to operate a commercial business on the land that is not ancillary or incidental to the primary purpose
    • lease extensions and renewals
    • acquisitions of land or certain quasi-land rights, where a previous acquisition of an equitable interest in the land or quasi-land right was notified, a notification waiver was granted or the previous acquisition occurred prior to 1 January 2026
    • sale and leaseback arrangements.

    These land exemptions extend to acquisitions of land entities and land development rights.

    A quasi-land right is a mining, quarrying or prospecting right, a water entitlement, or a right in relation to land for forestry operations.
    Financial market exemptions

    Certain acquisitions relating to the following are exempt from notification:

    • financial market infrastructure, including clearing and settlement facilities, exercising a contractual right of set-off, or of combination of accounts, or to close out a transaction
    • rights issues and fundraising (including underwriting), share buy-backs, dividend reinvestment and foreign exchange contracts
    • derivatives (including derivatives over physically settled commodities), where the acquisition does not result in control
    • debt instruments (including contingent debt), loans, debt interests in an entity, and securities financing transactions, where the acquisition does not result in control
    • asset securitisation arrangements and the taking or acquiring of a security interest
    • the enforcement of a security interest and acquisitions by a financier in asset financing arrangements, where the acquisition is in the ordinary course of providing financial accommodation, and the parties to the acquisition are dealing at arm’s length
    • custodial or depository services, certain trustees, and acquisitions by a nominee upon the conversion of regulatory capital instruments under certain circumstances.
    Other exemptions

    There are other exemptions for acquisitions relating to:

    • external administrators (where they are the acquirer) and certain statutory appointments
    • the transfer of members’ benefits between superannuation entities, or acquisitions resulting from a change of trustee of a superannuation entity
    • the operation of a law of the Commonwealth, or of a State or Territory.

    Acquisitions outside the scope of the merger control regime

    Acquisitions of assets in the ordinary course of business are generally not subject to the merger control regime, other than where they involve interests in land or patents.

    Acquisitions that are part of certain internal restructures or reorganisations also fall outside the scope of the merger control regime.

    Additional requirements based on voting power

    There are additional notification requirements for acquisitions of shares that result in certain changes in voting power, even where they do not result in control of an entity.

    These acquisitions are only required to be notified if the general notification thresholds are also met.

    Voting power thresholds 

    (Commencing 1 April 2026)

    		 For unlisted companies

    An acquisition of shares in the capital of an unlisted company that is not widely held must be notified if:

    • it results in voting power of 20% or below increasing to more than 20%.
    For all body corporates

    An acquisition of shares in the capital of a body corporate must be notified if:

    • it results in voting power between 20% to 50% (inclusive) increasing to 50% or more.
    For Chapter 6 entities

    An acquisition of shares in the capital of a Chapter 6 entity must be notified:

    • if the acquirer already had control, it results in voting power increasing from 20% or below to more than 20%
    • if the acquirer does not have control before or after the acquisition, it results in voting power of below 20% increasing to 50% or more.

    Additional requirements for major supermarkets

    There are additional targeted notification requirements on the following acquisitions by Coles and Woolworths.

    These acquisitions are required to be notified regardless of the general notification thresholds or control exemption.

    All acquisitions of supermarket businesses

    		  
    All land acquisitions above certain land sizes
    • Land with a commercial building – 1,000 square metres gross lettable area
    • Land without a commercial building – 2,000 square metres land.

    The following land acquisitions are exempt from notification:

    • Land upon which a non-supermarket business is operating or will operate
    • Lease renewals or extensions for land upon which a commercial business is being operated by the acquirer
    • Land acquisitions where an acquisition of an equitable interest in that land was previously notified or a notification waiver was granted
    • Land acquisitions where a previous acquisition of an equitable interest in the land occurred prior to 1 January 2026
    • Sale and leaseback arrangements.