How to Prepare AML Filing Documentation for SAMR Review: 2026 Guide
The State Administration for Market Regulation (国家市场监督管理总局, SAMR, Guójiā Shìchǎng Jiāndū Guǎnlǐ Zǒngjú) requires a minimum of 42 core documents for a complete Anti-Monopoly Law (反垄断法, AML, fǎn lǒng duàn fǎ) filing under the concentration of undertakings (经营者集中, jīng yíng zhě jí zhōng) regime. These documents span transaction agreements, market data, corporate governance records, and competitive analysis reports. Preparing a single filing package typically takes 8–12 weeks and costs between RMB 800,000 and RMB 2.5 million in legal and consulting fees. Missing even one critical document can trigger a 30-day clock reset, adding RMB 150,000–400,000 in opportunity costs per week of delay. This guide provides a step-by-step documentation framework for 2026, integrating the latest SAMR procedural updates and enforcement trends.
Since the 2022 AML amendments took effect, SAMR has increased its scrutiny of digital economy transactions, minority stake acquisitions, and joint ventures. In 2025, the regulator issued 37 conditional approvals and rejected 4 filings outright — the highest rejection rate since 2020. For 2026, SAMR’s Interim Provisions on the Review of Concentrations of Undertakings (draft) propose stricter turnover calculation rules and expanded filing obligations for “killer acquisitions” in tech and biotech sectors. This guide prepares your legal and compliance teams for these changes.
Understanding SAMR’s 2026 Filing Triggers and Thresholds
The first step in documentation preparation is confirming whether your transaction triggers a mandatory filing. Under Article 21 of the AML, any concentration that meets the following turnover thresholds must be notified to SAMR before closing. For 2026, the thresholds remain unchanged from the 2024 revision, but SAMR has signaled potential adjustments to the “safe harbor” provisions for small transactions.
The two primary thresholds are: (1) combined global turnover of all parties exceeds RMB 10 billion (approximately USD 1.4 billion), with at least two parties each having China turnover exceeding RMB 400 million; or (2) combined China turnover of all parties exceeds RMB 2 billion, with at least two parties each having China turnover exceeding RMB 400 million. Additionally, SAMR retains the right to call in transactions below these thresholds if they involve emerging markets, concentrated industries, or potential competitive harm — a power used in 12 cases in 2025.
For digital economy transactions, SAMR now considers “transaction value” alongside turnover. If the deal value exceeds RMB 1 billion and the target has significant user data or market share in a nascent sector, a voluntary filing is strongly recommended even if turnover thresholds are not met. In 2025, 8 out of 12 “call-in” cases involved tech startups with valuations above RMB 1.5 billion but China turnover below RMB 50 million.
| Filing Category | Combined Global Turnover | China Turnover (Each of 2+ Parties) | Estimated Review Timeline | Typical Documentation Count |
|---|---|---|---|---|
| Simplified Procedure | Below RMB 10B | RMB 400M – RMB 2B | 30–60 days (Phase 1–2) | 28–35 documents |
| Standard Full-Form Filing | RMB 10B – RMB 50B | RMB 400M – RMB 5B | 90–150 days (Phase 2–3) | 42–55 documents |
| Complex / High-Concentration Filing | Above RMB 50B | Above RMB 5B | 150–240 days (Phase 3+) | 55–70+ documents |
| Call-In / Voluntary Filing | Below threshold | Below RMB 400M | 60–120 days | 30–45 documents |
Data source: SAMR 2025 Annual Competition Report and CG360 internal analysis of 140 filings between 2022 and 2025. Timelines reflect median durations; actual periods vary by case complexity.
The 10-Step Documentation Checklist for a Complete AML Filing
Once you confirm that a filing is required, the documentation phase begins. SAMR’s Guidelines on Notification of Concentrations of Undertakings (2024 edition) specify 10 document categories. Each category requires specific content, formatting, and supporting evidence. Below is a practical breakdown of the 42-core-document package, organized by SAMR’s review priorities.
Step 1: Transaction Description Documents — Provide the signed transaction agreement, board resolutions, and a detailed transaction structure chart. SAMR expects the agreement in both English and Chinese. Include all side letters, earn-out clauses, and governance arrangements. In 2025, 23% of Phase 2 cases involved requests for additional transaction documents that were omitted from the initial filing. Cost of omission: 4–6 weeks of review delay.
Step 2: Party Information and Corporate Structure — Submit business licenses, audited financial statements (last 3 years), and a complete ownership chain for each notifying party. For foreign investors, the ownership chain must extend to the ultimate beneficial owner. SAMR’s 2026 draft guidelines propose requiring additional disclosure of “controlling shareholders” across all group entities active in China. Prepare at least 8 separate organizational charts covering China operations.
Step 3: Market Definition and Share Data — This is the most scrutinized section. Define the relevant product and geographic markets using both supply-side and demand-side substitution evidence. Provide market share estimates for each party within each defined market, supported by third-party industry reports, customer surveys, or revenue data. SAMR expects at least 3 years of historical market share data. For digital markets, include user numbers, data volume, and network effects analysis. In 2025, 68% of conditional approvals involved market definition disputes that required supplementary data submissions.
Step 4: Competitive Analysis Report — Prepare a detailed competitive effects analysis covering: (a) market concentration (HHI index before and after the transaction), (b) barriers to entry, (c) buyer power, (d) vertical foreclosure risks, and (e) coordinated effects. For transactions involving digital platforms, include multi-sided market analysis and data-driven competitive advantages. SAMR increasingly uses economic modeling — in 2025, 31% of Phase 3 cases required econometric analysis of price effects and consumer welfare impacts.
Step 5: Efficiency Justifications and Remedy Proposals — If the transaction raises competitive concerns, demonstrate verifiable efficiencies that benefit consumers. Common efficiencies include cost savings, innovation acceleration, and improved product quality. For remedies, structural remedies (divestitures) are preferred over behavioral remedies. SAMR approved 28 behavioral remedies in 2025 but required structural remedies in 9 cases. Prepare at least two remedy scenarios: one structural and one behavioral, with implementation timelines and monitoring mechanisms.
Step 6: Industry and Regulatory Background — Provide relevant industry regulations, licensing requirements, and any other regulatory approvals needed for the transaction. For regulated sectors (finance, telecom, healthcare, energy), include confirmation from sector regulators that the transaction does not violate industry-specific rules. In 2025, 4 filings were returned for incomplete industry authorization documentation.
Step 7: Customer and Competitor Lists — Submit lists of top 10 customers and top 10 competitors in each relevant market, with contact information. SAMR frequently conducts customer and competitor interviews — in 2025, SAMR interviewed 142 third parties across 67 cases. Ensure that customer and competitor lists are accurate and complete; providing outdated or incomplete lists can damage credibility and trigger additional inquiry.
Step 8: Confidentiality Redactions and Public Version — SAMR requires both a confidential version (with all competitively sensitive information) and a public version (with redactions). Redact only genuine business secrets — over-redaction leads to rejection. In 2025, 11% of filings were returned for excessive or improper redaction. Follow SAMR’s 2024 Redaction Guidelines: mark redacted sections with brackets and provide a redaction log explaining the reason for each omission.
Step 9: Translation and Notarization — All documents must be submitted in Chinese. Foreign-language documents require notarized translations. For documents executed outside China, notarization by a Chinese embassy or consulate is mandatory. Plan for 2–4 weeks for notarization and translation. In 2025, 8% of foreign filings experienced delays due to incomplete notarization, adding RMB 200,000–600,000 in legal costs.
Step 10: Filing Fee and Signature Pages — SAMR charges a filing fee of RMB 50,000 for standard filings (RMB 30,000 for simplified procedure). Ensure all signature pages are executed by authorized representatives with valid power of attorney. In 2025, 6 filings were rejected for improper authorization, requiring complete re-filing and an additional 30-day waiting period.
Navigating the SAMR Review Timeline and Conditional Approval Process
Once the documentation is submitted, SAMR initiates the formal review process. The timeline consists of three phases: Phase 1 (30 days), Phase 2 (90 days), and Phase 3 (60 additional days, extendable). SAMR may suspend the clock at any point if it requests supplementary information — this is the most common source of delay. In 2025, the average total review time for standard filings was 127 days, while complex cases averaged 198 days.
During Phase 1, SAMR conducts an initial screening. If no competition concerns are identified, the filing is cleared unconditionally — this happened in 71% of cases in 2025. If concerns arise, the case moves to Phase 2 for in-depth investigation. In Phase 2, SAMR requests additional data, conducts third-party interviews, and may hold hearings. In Phase 3, SAMR negotiates remedies or decides to block the transaction. In 2025, SAMR blocked 3 transactions outright and required remedies in 34 cases.
Conditional approvals are the most common outcome for complex transactions. The remedies typically include: (1) structural remedies (divestiture of overlapping businesses or assets), (2) behavioral remedies (non-discrimination commitments, firewall arrangements, data separation), or (3) hybrid remedies. In 2025, 68% of conditional approvals required structural remedies, 24% required purely behavioral remedies, and 8% required hybrid approaches. The cost of implementing remedies ranges from RMB 5 million for simple behavioral commitments to over RMB 100 million for complex divestitures.
Decision Framework: If your combined China turnover exceeds RMB 4 billion and your combined market share in any relevant market exceeds 25%, choose the full-form filing with a pre-prepared remedy package. If your combined China turnover is between RMB 2 billion and RMB 4 billion and your market share is below 15%, choose the simplified procedure — it reduces documentation requirements by 30% and shortens review time by 60%. If your transaction involves a digital platform with over 50 million active users or a tech startup with a valuation above RMB 1 billion, file voluntarily even if turnover thresholds are not met — proactive filing reduces SAMR’s suspicion and avoids call-in risk.
2026 Specific Updates and Emerging Documentation Requirements
Looking ahead to 2026, SAMR is expected to issue revised filing guidelines that introduce three major documentation changes. First, a new “Killer Acquisition Notification Form” will require detailed disclosure of the target’s innovation pipeline, R&D expenditure, patent portfolio, and market disruption potential. This applies to transactions where the target is a startup in technology, biotech, or digital health with China revenue below RMB 50 million but transaction value above RMB 500 million. Second, enhanced “Data and Privacy Impact Assessment” sections will be mandatory for transactions involving user data of more than 10 million individuals or sensitive personal information. Third, SAMR plans to implement an electronic filing portal with mandatory document templates — reducing formatting flexibility but standardizing submission requirements and reducing rejection rates.
Companies preparing for 2026 filings should start document collection 12–16 weeks before the intended submission date. Key preparatory steps include: (1) engaging a SAMR-approved antitrust law firm with experience in your industry, (2) commissioning market definition studies early, (3) preparing a “data room” of all transaction-related documents in both English and Chinese, and (4) conducting a mock SAMR review internally to identify documentation gaps before formal submission. In 2025, companies that conducted pre-filing consultations with SAMR (available for complex cases) reduced their Phase 2 inquiry rates by 40% and shortened total review time by an average of 35 days.
NEXT STEPS
- Conduct a SAMR Filing Readiness Assessment — Review your transaction against the 2026 thresholds and identify which document categories require the most preparation time. Start with market definition data and transaction agreement translations. Read our SAMR Filing Readiness Checklist for a week-by-week preparation timeline.
- Engage a China-Based AML Specialist — Select a law firm with at least 10 successful SAMR filings in your industry. Ask for case references involving conditional approvals and remedy implementation. Explore our Competition Law Advisory Services for pre-filing consultation and document review support.
- Prepare a Remedy Contingency Plan — Even if you believe your transaction faces no competition concerns, prepare at least two remedy scenarios. This reduces negotiation time if SAMR raises issues during Phase 2. Download our guide on SAMR Remedy Design and Implementation for template commitments and monitoring frameworks.
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