For half a century, merger clearance in Australia was effectively optional. Parties could seek the ACCC’s informal blessing if they wanted certainty, but nothing stopped them completing first and arguing later. On 1 January 2026 that era ended. The Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 rebuilt the merger provisions of the Competition and Consumer Act 2010, and Australia now has a mandatory and suspensory regime: if an acquisition meets the notification thresholds, it must be notified to the ACCC and cannot complete until the ACCC approves it.
Most founders file this under “problems for supermarkets and banks”. That instinct is wrong, because the thresholds are driven largely by the acquirer’s turnover, not yours. A startup with $12 million in revenue selling to a large trade buyer can be squarely inside the regime — and the consequences of missing a filing land on the deal itself.
The Thresholds, in Plain Terms
The monetary thresholds sit in the Competition and Consumer (Notification of Acquisitions) Determination 2025 and are tested on Australian revenue, including each party’s “connected entities” — broadly, the wider corporate group and entities under common control. There are two main gateways:
The economy-wide test. Notification is required where the combined Australian revenue of the merger parties is at least $200 million, and any of the following is true: the target’s Australian revenue is at least $50 million; the global transaction value is at least $250 million; or the target’s Australian revenue, combined with that of similar acquisitions the acquirer has made over the past three years, totals at least $50 million.
The very large acquirer test. Where the acquirer group’s Australian revenue is $500 million or more, the bar for the target drops dramatically: a target with Australian revenue of at least $10 million is enough — as is a string of acquisitions in the same or substitutable goods or services whose revenue, together with the target’s, adds up to $10 million over three years.
That second limb is the one that catches startup exits. Almost every strategic acquirer a successful Australian startup might sell to — the big banks, telcos, retailers, listed tech consolidators, global software groups with Australian operations — clears $500 million in Australian group revenue without trying. Once they do, your post-Series A revenue line is what decides whether the deal is notifiable.
The serial acquisition limbs deserve particular attention from anyone selling to a roll-up or habitual acquirer. The three-year lookback aggregates the acquirer’s buying spree in similar products or services, so a deal that looks too small on its own can still tip the cumulative threshold. There is one grace note: targets generating less than $2 million in Australian revenue sit outside the serial limbs altogether — they aren’t counted in the lookback, and a sub-$2 million target can’t itself be caught by them — a carve-out that spares most pure acqui-hires.
When a VC Round Can Be Notifiable
The regime catches acquisitions of control, not just 100% buyouts. For a typical proprietary company, “control” means the capacity to determine the outcome of decisions about the company’s financial and operating policies — and it can be acquired through a minority stake with the right (or wrong) governance package attached.
Three features matter for venture deals:
- Connected-entity aggregation. A fund’s Australian revenue includes the portfolio companies it controls. Large private capital funds can trip the acquirer-side thresholds just like a trade buyer can.
- Voting power triggers from 1 April 2026. The regime’s deferred voting-power thresholds are now live: where the monetary thresholds are met, an acquisition lifting an investor’s voting power in an unlisted company with fewer than 50 members from 20% or below to above 20% — or from between 20% and 50% to 50% or more — can require notification even without control passing.
- Joint control and associates. Investors acting in concert to control a company’s policy decisions can be aggregated as “associates”, although amendments passed in September 2026 narrowed what counts: control must now be jointly exercisable in a real and practical sense, and standard minority protections do not, by themselves, amount to control. A governance package that adds board appointment rights or vetoes over budgets and business plans can still cross the line.
The practical upshot: a seed or Series A round led by a conventional VC fund is very unlikely to be notifiable. A late-stage growth round where a large fund takes a 25% stake with board control in a scale-up doing $60 million of revenue is a different conversation, and one worth having before the term sheet is signed.
What Notification Actually Involves
Notification is not a rubber stamp. The ACCC’s Phase 1 review runs up to 30 business days (with early “no issues” determinations possible from 15 business days), and transactions raising concerns go to Phase 2 for up to a further 90 business days. Even after approval, completion must wait out a short standstill period while the determination can be taken to the Competition Tribunal. Approvals last 12 months, with extensions available.
Fees are real money: the Phase 1 filing fee was set at $56,800 for 2025–26, with Phase 2 fees running from $475,000 to $1,595,000 depending on transaction value — fees are indexed annually, and an exemption applies for small businesses under $10 million in aggregated turnover. Filings also appear on the ACCC’s public Acquisitions Register, which means your exit becomes visible to competitors, customers and employees earlier than you might have planned. For deals that technically meet the thresholds but raise no competition issues, a notification waiver (fee: $8,300, decided in roughly 20 business days) can take the transaction out of the regime.
Completing a notifiable deal without approval is where it gets ugly. Civil penalties reach the greatest of $100 million, three times the benefit obtained or, where that benefit can’t be determined, 30% of adjusted turnover during the breach period. Originally, an un-notified acquisition was automatically void; since the September 2026 amendments, the ACCC must instead ask the Federal Court for a voiding order — but completing a notified deal before the ACCC decides (“gun jumping”) still voids the acquisition automatically.
What Founders Should Do About It
If you’re heading toward an exit, make merger control part of the deal architecture rather than a late surprise. Ask the acquirer early about its Australian group revenue and its acquisition history over the last three years — the serial limbs make their shopping record your problem. Make sure the sale agreement deals with notification squarely: ACCC approval as a condition precedent, a long-stop date that honestly accommodates a 30-plus business day review, and clear allocation of filing fees and the risk of remedies. A mandatory review period also stretches the gap between signing and completion, which puts more weight on the interim covenants, and on escrow and holdback mechanics that already deserve attention in any startup acquisition.
Navigating ACCC notification alongside the rest of an exit is exactly the kind of work our mergers and acquisitions team handles, and as startup lawyers in Sydney we sit on the founder’s side of the table when the acquirer’s deal team starts quoting thresholds at you.
This article is general information only, not legal advice — whether a transaction is notifiable turns on revenue calculations, group structures and deal terms that need proper analysis. Viridian Lawyers advises Australian startups, founders and investors on exits, capital raises and competition issues. If a sale or major investment is on your horizon, get in touch.
