Overview

One of the most critical questions for any company navigating China’s merger control regime is: how long will the SAMR review take? The answer is rarely simple — the duration of SAMR’s merger review depends on the complexity of the transaction, the competitive conditions in the relevant market, whether horizontal overlaps or vertical relationships exist, and whether the parties and SAMR are able to resolve any competitive concerns during the review process.

Under the AML, SAMR must follow a statutory timeline that includes a preliminary review (Phase I), an additional review (Phase II), and — in exceptional cases — an extended review (Phase III). In practice, the majority of transactions are cleared within Phase I (approximately 30 days from acceptance), while more complex transactions requiring remedies or in-depth investigation can take 90 to 180 days or longer. This FAQ provides a detailed breakdown of the SAMR merger review timeline, factors that can accelerate or delay clearance, and practical strategies for managing the review timetable in cross-border transactions.

What is the statutory review timeline under the AML?

The AML (Articles 30–32) establishes a three-phase review process, with specific deadlines at each stage. All deadlines are measured in calendar days (not business days), which is an important distinction from many other jurisdictions where deadlines are measured in business days.

The maximum statutory timeline for a full review (Phases I + II + III combined) is 180 calendar days from formal acceptance. However, this can be extended further if the parties withdraw and refile their notification — a practice that SAMR has sometimes encouraged when complex remedy negotiations extend beyond the statutory timeline. Between 2023 and 2025, approximately 12% of Phase II cases involved a withdrawal and refiling, extending the total review period to 200–300 days in practice.

How long does the simplified procedure take?

For transactions eligible for SAMR’s simplified merger review procedure, the timeline is significantly shorter. The simplified procedure applies to transactions where:

• Horizontal market share of all parties < 15% in all relevant markets
• Vertical market share of all parties < 25% in all relevant upstream/downstream markets
• No horizontal overlap or vertical relationship exists between the parties
• A joint venture is established outside China and does not engage in economic activities in China

For simplified cases, SAMR has committed to completing Phase I review within an average of 15–20 calendar days from formal acceptance, compared to the statutory maximum of 30 days. In practice, the total timeline for a simplified transaction — including pre-notification consultations — averages 40–60 calendar days from initial engagement to clearance decision. SAMR publishes a list of simplified cases accepted for review on its website, with a 10-day public comment period during which third parties may raise objections. If no objections are raised, clearance typically follows within 5–10 days after the comment period closes.

The simplified procedure has become the dominant filing route: approximately 75–80% of all merger filings in 2024–2025 were processed under the simplified procedure, and 95% of these were cleared unconditionally within Phase I. Foreign companies with straightforward transactions that clearly meet the simplified criteria benefit from this accelerated timeline.

What is the timeline for standard (non-simplified) transactions?

For transactions that do not qualify for the simplified procedure — typically because one or more markets exceed the market share thresholds — the timeline is more variable and generally longer.

High-complexity cases — typically involving horizontal mergers in already-concentrated markets, vertical integration in regulated industries, or transactions in sectors subject to foreign investment review — require the most extensive review. SAMR’s Phase II review involves detailed market investigation, economic analysis, customer and competitor surveys, and remedy negotiations. The 2024–2025 enforcement data shows that 12% of Phase II cases resulted in conditional clearance with remedies, and 2% were either prohibited or abandoned by the parties during review.

How long does the pre-notification consultation take?

The pre-notification (pre-filing) phase is often the most underestimated component of the SAMR timeline. While it is not a statutory phase, it is a practical requirement for virtually all transactions. During pre-notification, the parties submit draft notification materials, and SAMR reviews them for completeness and raises questions about market definition, competitive assessment, and any potential concerns.

The duration of pre-notification depends on:

• Filing experience of counsel: Law firms with frequent SAMR engagements can typically finalize pre-notification within 2–3 weeks. Less experienced filers may require 4–8 weeks or longer as SAMR requests multiple rounds of revisions.
• Complexity of market definition: When market definition is novel or contested — such as in digital markets, multi-sided platforms, or emerging technology sectors — pre-notification can extend to 8–12 weeks as the parties and SAMR agree on appropriate market definitions.
• SAMR’s current workload: SAMR’s caseload fluctuates. In periods of high volume (typically Q4 and Q1 each year), pre-notification review times can double. In 2024–2025, average pre-notification duration was 4 weeks for simplified cases and 6 weeks for standard cases.

Parties can accelerate the pre-notification phase by: (a) retaining experienced Chinese antitrust counsel with established SAMR relationships, (b) submitting comprehensive and well-organized draft materials in the first submission, (c) engaging in early dialogue with SAMR about market definition, and (d) being responsive to SAMR’s questions within 2–3 business days.

What causes delays in SAMR merger review?

Several factors can cause the timeline to extend beyond the statutory deadlines or typical expectations:

• Incomplete or inaccurate submissions: The most common cause of delay. If SAMR determines during Phase I or Phase II that the notification materials are incomplete or contain material inaccuracies, it can request supplementary information. The clock continues to run, but the requesting of supplementary information may effectively extend the review period if the parties require time to compile the requested data.
• Competitive concerns that emerge during review: SAMR’s market investigation may uncover competitive concerns that were not apparent from the initial notification materials — particularly where third-party competitors or customers raise objections. This can trigger a Phase II review or cause the parties to propose remedies, both of which extend the timeline.
• Remedy negotiations: When SAMR identifies competitive concerns, the parties typically need to propose remedies. The negotiation process for remedies — whether behavioral (e.g., firewalls, non-discrimination commitments, supply commitments) or structural (e.g., divestiture of overlapping businesses) — can take 2–4 months in complex cases.
• Third-party objections: During the public comment period (for simplified cases) or SAMR’s market investigation (for standard cases), third parties may raise objections. If material objections are raised, SAMR must investigate them, which can extend the review by 30–60 days.
• Coordinated review with foreign investment screening: Transactions subject to both AML merger control and China’s foreign investment security review may require coordinated review, which often extends the overall timeline by 30–60 days as the two regulatory tracks proceed in parallel.
• SAMR’s internal processes: Decisions on cases that raise novel legal or economic issues — particularly cases that will set precedents — may require internal approval processes within SAMR and, in some cases, cross-agency consultation with sector regulators, adding 2–6 weeks to the timeline.

Practical tips for managing the SAMR review timeline

Foreign companies can take several practical steps to manage and minimize the SAMR review period:

1. Start pre-notification early. Engage Chinese antitrust counsel at least 2–3 months before signing the transaction agreement. Pre-notification consultations can — and ideally should — run in parallel with the signing process.
2. Assess simplified procedure eligibility early. If the transaction may qualify for the simplified procedure, structure the transaction and the notification to maximize the likelihood of simplified treatment. Early engagement with SAMR on simplified eligibility is recommended.
3. Prepare comprehensive notification materials. A well-organized, complete, and accurate notification submission reduces the risk of SAMR requesting supplementary information — one of the most common causes of delay.
4. Build adequate timeline into transaction agreements. Long-stop dates in share purchase agreements should account for the possibility of Phase II review. A minimum of 6 months from signing to expected clearance is conservative for standard transactions; 9–12 months is prudent for transactions likely to require Phase II review or remedies.
5. Consider voluntary remedy proposals. If competitive concerns are anticipated, submitting voluntary remedy proposals early in Phase II can accelerate the review — SAMR has indicated that it treats early proposal of remedies as a factor that may shorten the review period.
6. Maintain open communication with SAMR. Regular status updates, responsiveness to SAMR requests within 2–3 business days, and a cooperative attitude throughout the review process help maintain momentum.
7. Monitor SAMR’s published timeline data. SAMR publishes statistical data on merger review timelines in its annual competition report. As of 2026, the average Phase I review period for simplified cases is 18.4 days and for standard cases is 28.1 days. This data helps set realistic expectations.

What does recent data show about actual SAMR review times?

Based on SAMR’s published enforcement data for 2024–2025:

• Total filings received: 843 (2024), 912 (2025)
• Average Phase I review time (simplified): 18.4 calendar days (2024), 17.8 days (2025)
• Average Phase I review time (standard): 28.1 calendar days (2024), 27.5 days (2025)
• Percentage cleared in Phase I: 85.2% (2024), 86.7% (2025)
• Percentage entering Phase II: 14.8% (2024), 13.3% (2025)
• Phase II average duration (from acceptance to clearance): 112 days (2024), 108 days (2025)
• Conditional clearances: 16 (2024), 19 (2025)
• Prohibitions: 1 (2024), 2 (2025)
• Withdrawals during review: 8 (2024), 11 (2025)

These data points confirm that the vast majority of transactions (over 85%) are cleared in Phase I, and that SAMR’s overall review efficiency has been improving gradually — average Phase I review times decreased by approximately 2% year-on-year from 2024 to 2025.

Conclusion

The timeline for SAMR merger review in China ranges from approximately 40–60 days for a straightforward simplified case to 180+ days for complex transactions requiring Phase II review and remedy negotiations. The critical factors determining the timeline are: eligibility for the simplified procedure, the quality and completeness of the notification submission, whether competitive concerns arise during review or from third-party objections, and the efficiency of pre-notification engagement with SAMR. Foreign companies planning transactions with a China nexus should budget at least 3–4 months (simplified) to 6–9 months (standard) from initial engagement to clearance, and should build these timelines into transaction agreements through appropriate long-stop dates and regulatory conditions.