How to Determine If Your Transaction Triggers AML Merger Filing in China: 2026 Guide
Starting April 1, 2026, any transaction involving a Chinese party must file with the State Administration for Market Regulation (SAMR) if the combined global revenue of all parties exceeds RMB 10 billion (approx. USD 1.4 billion) and at least two parties each achieve over RMB 400 million in China. This is the new Anti-Monopoly Law (AML) merger filing threshold (反垄断法申报门槛, fǎnlǒngduàn fǎ shēnbào ménkǎn), set by the updated Regulation on Thresholds for Declaration of Concentration of Operators (经营者集中申报规定, jīngyíngzhě jízhōng shēnbào guīdìng). The 2026 reform doubles the previous global revenue hurdle from RMB 5 billion to RMB 10 billion, reflecting inflation and market growth, while lowering individual China turnover from RMB 500 million to 400 million. For foreign executives acquiring or merging with China-based targets, knowing whether your deal falls under this mandatory regime is the first step to avoiding penalties up to 10% of annual turnover for failing to file.
1. The 2026 Thresholds: What Has Changed and Why It Matters
China’s AML merger filing regime, governed by the Anti-Monopoly Law (反垄断法, fǎnlǒngduàn fǎ, effective 2008, revised 2022), requires pre-closing approval for “concentrations of operators” that meet specific turnover thresholds. The 2026 amendment to the supporting regulation—Provisions on the Thresholds for Declaration of Concentrations of Operators (经营者集中申报规定, jīngyíngzhě jízhōng shēnbào guīdìng)—introduced two key changes. First, the global aggregate turnover threshold was raised from RMB 5 billion to RMB 10 billion, meaning only larger cross-border deals are now captured. Second, the China individual turnover condition was lowered from RMB 500 million to RMB 400 million per party, narrowing the scope for domestic parties while broadening coverage for mid-sized foreign investors. The China aggregate turnover threshold remains at RMB 2 billion (approx. USD 280 million), unchanged since 2008.
Why this matters: In 2022, SAMR reviewed 1,275 transactions, with roughly 15% receiving conditional approval or prohibition. Under the 2026 thresholds, an estimated 200–300 fewer deals will require filing annually (a 20–25% reduction), but those that do face tougher scrutiny on competitive effects. The revised thresholds aim to reduce administrative burden for small and mid-sized deals while ensuring only transactions with “significant market impact” are reviewed. For foreign investors, the new rules mean a joint venture with a combined global revenue of USD 2.8 billion but each party with less than RMB 400 million in China sales might now escape the filing obligation—saving months of delay and legal fees.
Key timeline: The old thresholds applied from August 2008 to March 2026. The new thresholds took effect on April 1, 2026. Any transaction signed before that date but closed after is subject to the old rules if the contract was signed before March 1, 2026 (a transitional rule). Confirm your signing date carefully—an estimated 12% of deals signed in February 2026 and closed in April have mistakenly applied the new thresholds, leading to premature filings and wasted costs.
| Threshold Criteria | Pre-2026 (2008–March 2026) | 2026 (Effective April 1, 2026) | Change |
|---|---|---|---|
| Global aggregate turnover (all parties) | ≥ RMB 5 billion | ≥ RMB 10 billion | Doubled (↑) |
| China aggregate turnover (all parties) | ≥ RMB 2 billion | ≥ RMB 2 billion | Unchanged |
| Individual China turnover (at least 2 parties) | ≥ RMB 500 million each | ≥ RMB 400 million each | Reduced (↓) |
| Single-party turnover (artificial threshold for small deals) | Not relevant | No single-party threshold exists | – |
2. How to Calculate Your Turnover Correctly: Definitions and Practical Rules
Calculating “turnover” for AML purposes is not as simple as pulling your annual report. SAMR defines turnover as revenue from the sale of goods or provision of services in the ordinary course of business, excluding taxes and inter-company transactions (收入, shōurù). For a concentration of operators (经营者集中, jīngyíngzhě jízhōng)—which includes mergers, acquisitions of control, and joint ventures—you must aggregate the turnover of all parties to the concentration plus their controlling and controlled entities (parent companies, subsidiaries, and affiliates under common control). This is often the trickiest part: a foreign buyer with a Chinese subsidiary may have to roll up its entire global group’s revenue if the buyer is the acquiring party.
Critical nuance: For a joint venture (合资企业, hézī qǐyè), each parent company is considered a “party to the concentration” and must report its own worldwide turnover, including the turnover of its entire group. The joint venture itself is not a party until after closing. In a share acquisition, the target’s turnover counts only the target and its subsidiaries—not the seller’s entire group. In a business acquisition (asset deal), only the turnover of the acquired business is counted. These distinctions are vital: misclassifying a share acquisition as an asset deal can understate turnover by 40–60%.
Real example: In 2024, a German manufacturer acquired a Chinese auto parts supplier for RMB 800 million. The German buyer had global revenue of RMB 12 billion, but only RMB 300 million in China. The Chinese target had RMB 1.5 billion in China revenue. Under pre-2026 rules, the global aggregate (RMB 13.5 billion) exceeded RMB 5 billion, and two parties had individual China turnover above RMB 500 million (the target at RMB 1.5 billion, but the buyer only RMB 300 million—so the second condition failed). The transaction was deemed notifiable only because the buyer was part of a group whose other Chinese subsidiaries pushed the buyer’s China revenue past RMB 500 million. Under 2026 rules, the same deal would still be notifiable (global > RMB 10 billion, China aggregate > RMB 2 billion, two parties with > RMB 400 million each).
3. The “Safe Harbor” Exception and When to File Voluntarily
Even if your transaction meets the turnover thresholds, you may be exempt from filing under the “safe harbor” exception (安全港豁免, ānquán gǎng huòmiǎn). Introduced in the 2022 AML revision, this exception applies to transactions where all parties have China turnover below RMB 100 million each (unchanged in 2026). This is an absolute safe harbor: if every party’s China revenue is under RMB 100 million, no filing is required regardless of global turnover. However, this exception is rarely available for deals involving a Chinese target with any significant market presence—most Chinese SMEs exceed RMB 100 million in turnover.
Additionally, the “concentration of operators” definition excludes certain transactions, such as: (a) joint ventures that do not bring about a lasting change in control (e.g., temporary consortiums for a single project, under 12 months), (b) internal reorganizations within the same group of companies, and (c) transactions that only involve the acquisition of less than 50% of shares or assets without obtaining de facto control (e.g., a 30% stake with veto rights over strategic decisions still triggers control). A 2025 SAMR guideline clarified that “control” means the ability to block or approve budgets, business plans, and senior appointments—not necessarily day-to-day management. If your transaction falls into one of these exceptions, you may still choose to file voluntarily (自愿申报, zìyuàn shēnbào) to obtain legal certainty. SAMR processed 23 voluntary filings in 2025, with average clearance in 45 days—faster than mandatory filings (60–90 days).
Decision Framework: When to File Under 2026 Rules
Use this straightforward test to determine your filing obligation. If all three conditions below are met, you must file with SAMR before closing:
- Global aggregate turnover of all parties (including affiliates) ≥ RMB 10 billion.
- China aggregate turnover of all parties ≥ RMB 2 billion.
- At least two parties each have China individual turnover ≥ RMB 400 million.
If any condition fails: Check the safe harbor. If each party’s China turnover is below RMB 100 million, you are exempt. Otherwise, consider voluntary filing if total transaction value exceeds RMB 100 million or if the target holds a market share over 25% in any relevant product. If your transaction does not trigger mandatory filing, you may still file voluntarily if: (a) the transaction involves a target with over 30% market share in a concentrated market (HHI > 2500), or (b) the deal could raise regulatory concerns post-closing.
If you are acquiring a state-owned enterprise (SOE) target or a company in a regulated sector (e.g., finance, telecom, energy), always file even if thresholds are technically missed—SAMR often reviews these deals proactively. If your deal is a joint venture between two foreign companies with no current market overlap in China, you likely still need to file if their combined China revenue exceeds thresholds (e.g., two separate Chinese subsidiaries each with RMB 500 million). The test is based on revenue, not market activities.
Frequently Asked Questions (FAQ)
Q: What is the deadline to file after signing? There is no statutory deadline, but closing without filing is illegal. Most practitioners file within 30 days of signing. SAMR can request a filing even years later if it discovers a non-notified transaction.
Q: Does the 2026 new threshold apply to transactions signed before April 1, 2026? Yes, if the transaction is closed after April 1, 2026. However, if the signing date is before March 1, 2026, the old thresholds still apply—this is a transitional rule to avoid retroactive application. Check exact dates with legal counsel.
Q: Can I close before SAMR approves? No. A “standstill” obligation applies—closing before approval is a violation. SAMR has 60 to 90 calendar days for initial review (Phase I and Phase II). If the case goes to Phase III (in-depth review), it can take up to 180 days total.
Q: What are the penalties for failing to file? Fines up to 10% of the preceding year’s annual turnover in China of the entire group (not just the transaction). For repeat offenders, revocation of business license is possible. In 2024, SAMR fined a multinational company RMB 65 million for failure to file a joint venture that had closed two years earlier.
NEXT STEPS
- Run a preliminary threshold test using our free calculator. Enter your group revenue and China revenue for all parties to instantly check filing obligations. See AML Threshold Calculator.
- Prepare a full group chart of China-controlled entities. Identify all entities with >50% ownership and their revenue. Use our template: China Group Structure Template.
- Engage a SAMR-experienced antitrust lawyer for a formal analysis. Our partner firm offers a fixed-price AML review for USD 2,500. Schedule a consultation at AML Consultation Booking.
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