How to Comply with China’s Anti-Monopoly Law for Merger Control: 2026 Guide
China’s merger control regime, governed by the Anti-Monopoly Law (反垄断法, fǎnlǒngduàn fǎ), requires mandatory pre-closing notification for transactions that meet turnover thresholds of RMB 400 million ($55 million) aggregate global turnover for all parties and RMB 1 billion ($137 million) in China for at least two parties. As of 2026, regulators review over 300 filings annually, with an average clearance time of 30 days for simplified cases and up to 180 days for complex reviews. This guide covers who must file, how the process works, and key compliance risks for foreign investors.
Understanding the Filing Thresholds for 2026
The State Administration for Market Regulation (国家市场监督管理总局, SAMR, guójiā shìchǎng jiāndū guǎnlǐ zǒngjú) updates notification thresholds periodically. Since the AML revision in 2022, the baseline has been: aggregate global turnover of all parties > RMB 4 billion ($550 million), and at least two parties each with China turnover > RMB 1 billion ($137 million). For 2026, no threshold increase has been announced, but SAMR has tightened scrutiny on so-called “killer acquisitions” — deals below the thresholds that still affect market competition.
Three contextual numbers matter: (1) In 2024, SAMR reviewed 345 cases, of which 98% were cleared unconditionally. (2) The average review period for simplified procedures was 23 days, versus 127 days for standard procedures. (3) Penalties for failure to file have reached a maximum of RMB 5 million ($690,000) plus unwinding orders, triple the pre-2022 maximum. Foreign investors must also consider the interplay with China’s national security review for foreign investments (外国投资国家安全审查, wàiguó tóuzī guójiā ānquán shěnchá).
A critical threshold to watch is sector-specific: digital platforms, pharmaceuticals, and semiconductors now face “catch-all” reviews if a target has significant data or technological assets, even below turnover limits. In 2025, SAMR published a draft guideline lowering the notification trigger for these sectors to RMB 100 million ($13.7 million) combined China turnover. Foreign executives should conduct early assessment using the official turnover calculation methodology (营业额计算, yíngyè’é jìsuàn).
Step-by-Step Merger Control Filing Process
The process from initiation to clearance takes an average of 4 weeks for simplified filings and 8–20 weeks for standard filings. Below is the core sequence: pre-filing consultation, formal submission, supplementary materials, review decision, and potential remedies. In 30% of standard cases, SAMR issues a second request for information, extending the timeline by 60–90 days.
- Pre-filing consultation (申报前商谈, shēnbào qián shāngtán): Submit a draft filing and supporting documents. SAMR response within 10 working days. This step is mandatory for foreign acquirers in sensitive sectors.
- Formal submission: File via the official online portal (www.samr.gov.cn). Documentation includes: transaction agreements, turnover calculations, market definition analysis, and competitive effects assessment. A filing fee of RMB 10,000 ($1,370) is required.
- Supplementary materials: Within 5 days of submission, SAMR may request additional data. Common requests include: details on product substitutes, market share estimates, and vertical relationships. Late responses trigger a 15-day pause.
- Review and decision: Simplified proceedings: 10–30 days. Standard proceedings: 30–90 days. Extended proceedings (for complex deals): up to 180 days. SAMR can issue conditional clearance, with behavioral or structural remedies, or prohibition.
Recent Enforcement Trends and Compliance Risks
In 2025, SAMR imposed fines on six multinational companies for failing to file, totaling RMB 18 million ($2.47 million). The highest single penalty was RMB 4 million ($550,000) for a technology joint venture. Two notable trends: (1) SAMR now routinely publishes “failure to file” cases with detailed reasoning, creating compliance transparency. (2) For digital economy deals, SAMR applies a “dynamic competition” test, examining data access and network effects.
A key compliance risk for 2026: gun-jumping — implementing a transaction before clearance. In 2024, SAMR fined a pharmaceutical joint venture RMB 3 million ($410,000) for gun-jumping and ordered the parties to undo asset transfers valued at RMB 500 million ($68.5 million). Foreign investors should be aware that share purchase agreements often require a condition precedent for regulatory clearance in China, but operational integration must wait.
Data Table: Merger Control Filing Comparison
| Criteria | Simplified Filing (简易案件, jiǎnyì ànjiàn) | Standard Filing (普通案件, pǔtōng ànjiàn) |
|---|---|---|
| Threshold (global turnover) | < RMB 10 billion ($1.37B) | ≥ RMB 10 billion ($1.37B) |
| Market share | < 15% (horizontal) or < 25% (vertical) | ≥ 15% (horizontal) or ≥ 25% (vertical) |
| Average review time | 23 days | 127 days |
| Likelihood of conditions | < 5% | 30%–60% |
| Second request frequency | < 10% | 50%+ |
Decision Framework: Choosing Your Filing Track
If your transaction involves a horizontal overlap where combined market share is below 15% and both parties have global turnover below RMB 10 billion, choose a simplified filing — it is faster, less resource-intensive, and has a low condition rate. If your transaction creates a clear market leader (share >25%) or involves vertical integration with potential foreclosure effects, choose a standard filing with robust pre-filing preparation — expect longer timelines and potentially remedies such as firewalls or divestitures. If your deal falls in the digital platform, pharma, or semiconductor sector, always opt for a pre-filing consultation regardless of turnover; SAMR has signaled heightened scrutiny in these industries.
3 Pitfalls to Avoid in Merger Control Filings
NEXT STEPS
- Read our China AML Merger Control Thresholds Guide to determine if your specific transaction triggers a filing obligation.
- Download our China Merger Filing Process Checklist for a step-by-step document preparation timeline.
- Review our China Anti-Monopoly Law Penalties Overview to understand the full range of compliance risks for 2026.
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