Australia’s New Merger Laws: What Small-to-Mid Businesses Need to Know Now Before a Current or Future Planned Sale or Acquisition

A Quick Snapshot: What’s Changing in 2025–2026?

Australia is rolling out major changes to its merger laws starting 1 July 2025, with mandatory notification rules applying from 1 January 2026.

If you're a business considering selling, acquiring, merging, or expanding, even at the $3 million to $15 million level, you still need to understand these reforms. While the new rules are aimed at larger deals, some smaller transactions may still be caught, especially if you're growing quickly, involved in repeat deals, or working with larger buyers.

Read the legislation: Competition and Consumer (Notification of Acquisitions) Determination 2025

What Are the Key Thresholds?

The mandatory regime applies mainly to larger transactions, but smaller deals can be affected, especially if:

• You’re being acquired by a very large company (with AU $500 million+ turnover).

• You’re involved in a series of smaller acquisitions or sales over a three-year period.

• You’re in a sector flagged for scrutiny, like retail, groceries, fuel, or digital platforms.
  

Here are the main thresholds under the Competition and Consumer (Merger Authorisation and Notification) Rules 2025:

1. Large Transaction Threshold

• Combined Australian turnover: $200 million or more, and

• At least two parties with turnover of $50 million+, or the transaction is worth $250 million+ globally.

2. Very Large Acquirer Threshold

• Acquirer’s Australian turnover is $500 million+, and

• The business they are acquiring has turnover of $10 million+.

3. Serial Acquisition Rule

• Acquisitions over 3 years totalling $10 million+, if the acquiring group has turnover of $500 million+.

Even if your business is worth under $10 million, you might fall under these rules if you're being acquired by a larger player or are part of a broader roll-up strategy.

Why Small and Medium Business Owners Should Still Pay Attention

Even if your transaction doesn’t require mandatory notification, the ACCC still has the power to review deals it believes may lessen competition.

This means:

• Your deal could be delayed or scrutinised if flagged post-completion.

• There may be commercial downsides if the ACCC later investigates or objects.

• Strategic buyers will increasingly prefer deals pre-cleared or risk-assessed.

If your business is positioning for sale—whether to a franchisee, investor, or strategic buyer—it’s worth getting advice early, particularly to:

• Review transaction structure

• Understand regulatory risks

• Prepare documentation to support clearance if needed
  

Key Tips for SMEs Considering a Sale, Expansion, or Acquisition

1. Run a Threshold Check
   Know the size of your turnover and buyer’s group turnover. If they’re large, even your smaller business sale could require notification.

2. Understand the Timeline
   ACCC reviews may take up to 90 business days for complex deals, so allow time to plan and complete.

3. Get Early Advice
   There’s a big difference between a straightforward transaction and one that raises regulatory flags. Getting early legal input can save time, money, and risk.

4. Keep Good Records
   Whether you're growing, franchising, or planning an exit, clean, transparent records make it easier to respond to any ACCC questions or buyer due diligence.

5. Be Aware of Industry Watch Lists
   If you’re in retail, food and beverage, supermarkets, or high-growth industries, even modest acquisitions could attract scrutiny.

You don’t need a $200 million deal to be impacted by these reforms. In fact, businesses with turnover under $10 million could still be affected depending on who is buying and the sector involved.

Whether you’re planning to grow, sell, or enter into a strategic partnership, it’s a good time to:

• Understand the merger thresholds and risks

• Review your business structure and goals

• Work with experienced legal advisers to ensure your deal won’t be unexpectedly blocked or delayed
  

For tailored guidance or to understand if your future plans could be impacted, contact us to speak to our legal team that understands both business strategy and the evolving regulatory landscape.

Please note that this is a general and brief update; it does not purport to be comprehensive legal advice of all information and/or relevant to your circumstances. Consequently, specific legal advice for each of your circumstances should be obtained first before taking or not taking any action with respect to this area.