What are the new AML merger filing thresholds effective in 2026?

Last updated: July 2026

China’s merger filing thresholds under the Anti-Monopoly Law (AML) have seen significant updates in 2026, reflecting the State Administration for Market Regulation’s (SAMR) ongoing efforts to refine its antitrust review framework. For foreign companies engaged in M&A activity with China nexus, understanding these thresholds is essential to determine whether a transaction requires mandatory notification to SAMR before closing.

This FAQ explains the current AML merger filing thresholds effective in 2026, how they compare to previous regimes, and what practical considerations foreign acquirers and joint venture partners must navigate.

What are the current turnover thresholds for mandatory filing in 2026?

As of 2026, China’s mandatory merger filing thresholds are defined under Article 26 of the AML and the revised Provisions on the Notification of Concentrations of Undertakings. A concentration of undertakings (a merger, acquisition, or joint venture) must be notified to SAMR if it meets either of the following turnover-based thresholds:

Important note: These thresholds were last adjusted under the State Council Provisions on the Notification Standards for Concentrations of Undertakings (Revised 2024, effective 2025). The 2026 effective thresholds remain at these levels as of July 2026. Reports of a potential further adjustment to RMB 8 billion global / RMB 1.6 billion domestic have circulated in policy circles but have not yet been enacted.

Did the thresholds change in 2026 or are they the same as previous years?

The thresholds themselves have remained unchanged since the 2024 revision came into effect in early 2025. However, what has changed in 2026 is SAMR’s interpretation and application of certain key concepts, which effectively broadens the filing net in several respects:

• Updated guidance on “control” assessment — SAMR issued refined interpretive guidance in Q1 2026 clarifying when minority shareholding constitutes “de facto control,” particularly for joint ventures and technology companies with board representation and veto rights
• Expanded turnover attribution rules — Guidance on how to attribute turnover within corporate groups has been tightened, particularly for transactions involving state-owned enterprises and private equity funds. Turnover from entities that are “concerted actors” (一致行动人) may now be aggregated under certain circumstances
• Enhanced scrutiny of “killer acquisitions” — Even when turnover thresholds are not met, SAMR has signaled increased willingness to call in transactions involving innovative startups, particularly in technology, biotech, and AI sectors. The 2026 enforcement priorities published in January specifically highlight “acquisitions of innovative entities” as a focus area
• Updated calculation methodology for financial institutions — Specific turnover calculation rules for banks, securities firms, and insurance companies were refined in early 2026 to better align with international standards and address double-counting issues

What is the “call-in” power and how is it used in 2026?

Article 26 of the AML also grants SAMR a discretionary “call-in” power to review transactions that fall below the turnover thresholds but may nevertheless eliminate or restrict competition. In 2026, this power has become a more prominent feature of the enforcement landscape.

SAMR can request notification of a sub-threshold transaction if:

• The transaction involves a party with a significant market position (typically >25% market share in the relevant market)
• The transaction involves an emerging or innovative sector that SAMR considers strategically important
• The transaction raises competition concerns in a concentrated market (HHI > 2500)
• The transaction involves a foreign acquirer and a Chinese target in a sector subject to national security or industrial policy considerations
• The transaction has been the subject of third-party complaints or market concerns

How are turnover calculations handled for foreign companies?

For foreign companies filing merger notifications in China, turnover calculation follows specific rules that differ from other jurisdictions:

Relevant Turnover Principles

• Group-wide turnover — Turnover of the entire corporate group (not just the acquiring entity) must be included when assessing thresholds
• China-sourced turnover — Only turnover generated from sales of goods or services within mainland China counts toward the China-specific thresholds. This includes revenue from Chinese customers, China-based operations, and cross-border sales into China
• Deductions — Intra-group turnover is excluded; VAT and similar consumption taxes are not deducted; trade discounts and rebates directly linked to specific sales may be deducted
• Financial year — The most recent completed financial year’s audited turnover is used. For fiscal-year companies (e.g., those ending June 30), the most recently completed fiscal year-end data applies
• Multiple notifying parties — Each party to the concentration must independently satisfy the “at least two parties each had China turnover > RMB 400 million” condition

Special Rules for Certain Industries

Are there exceptions or exemptions from filing?

Yes, certain transactions are exempt from mandatory notification even if the turnover thresholds are met:

• Intra-group restructuring — Acquisitions where all parties belong to the same corporate group (i.e., the parent ultimately controls all parties) are exempt
• The concentration does not restrict competition — If the parties can demonstrate that the transaction clearly will not restrict competition, an exemption may be available, though this is rarely applied in practice
• JV creation that does not constitute a concentration — Certain joint ventures that do not perform all functions of an autonomous economic entity on a lasting basis may fall outside the definition of a “concentration”
• Bankruptcy/acquisition of failing firm — Acquisitions of failing enterprises, while not formally exempted, may receive expedited or simplified treatment if the target would otherwise exit the market

What is the relationship between AML filing thresholds and China’s national security review?

Foreign companies conducting M&A in China must navigate two separate but increasingly overlapping regimes: AML merger review (administered by SAMR) and national security review (administered by the Office of the National Security Review Mechanism under the State Council).

In 2026, the key interaction points include:

• Dual filing may be required — Transactions that trigger both AML filing thresholds and fall within a sensitive sector (defense, critical infrastructure, key technologies, data security) may require parallel filings under both regimes
• Complementary review — A transaction cleared by SAMR may still be blocked or conditioned by the national security review mechanism, and vice versa
• Economic security factors — In 2026, SAMR has increasingly considered economic security factors in its competition assessment, particularly for foreign acquirers of Chinese targets in AI, semiconductors, and biotechnology
• Recommended integration — The China Competition Legal Practice Association has recommended that foreign companies develop integrated filing strategies that address both regimes simultaneously, as last-minute national security review filings have caused significant closing delays in several high-profile 2025–2026 transactions

What are the consequences of failing to file?

Closing a notifiable concentration without SAMR approval — known as “gun-jumping” — carries serious consequences under the AML:

• Fines: Up to 10% of the undertaking’s prior-year turnover (for concentrations that restrict or may restrict competition) or up to RMB 5 million (for non-restrictive concentrations that were still notifiable)
• Unwinding order: SAMR can order the unwinding of the transaction, divestiture of shares, or other remedial measures to restore the competitive landscape
• Suspension of shareholder rights: Interim measures including suspension of voting rights and dividend distribution pending review
• Individual liability: Responsible officers may face personal fines of up to RMB 1 million
• Reputational damage: Gun-jumping violations are publicized on SAMR’s enforcement database, affecting the company’s regulatory standing for future filings
• Enhanced scrutiny: Companies found to have gun-jumped face heightened scrutiny in all future filings, including longer Phase 2 reviews and more stringent remedy demands

How long does the filing process take?

Assuming the filing is complete and accurate, SAMR’s review timeline in 2026 follows a three-phase structure:

• Phase 1 (Simplified Procedure): 30 calendar days from acceptance. Approximately 90% of all filings are cleared in Phase 1 in 2026, down from 95% in 2023 as SAMR has tightened review standards
• Phase 2 (Standard Review): Additional 90 calendar days for complex cases. SAMR must issue a statement of objection, request remedies, or clear the transaction within this period
• Phase 3 (Extended Review): Additional 60 calendar days in exceptional circumstances. Used for the most complex transactions, typically involving vertical or conglomerate concerns, or transactions that require remedy negotiations
• Total maximum timeline: 180 calendar days from formal acceptance

The clock does not start ticking until SAMR formally accepts the filing as complete. In practice, the pre-acceptance review — during which SAMR assesses the completeness of the notification — typically takes 5–10 working days. Incomplete filings can significantly delay this process.

Conclusion

The AML merger filing thresholds effective in 2026 require foreign companies to carefully assess whether their China-related M&A transactions trigger mandatory notification. While the numerical thresholds themselves have remained stable since the 2024 revision, evolving SAMR guidance on control assessment, turnover attribution, and the increasingly active use of call-in powers mean that the enforcement net may extend further than the raw numbers suggest.

Foreign acquirers should conduct a filing assessment as early as possible in the deal timeline — ideally during preliminary due diligence — to allow sufficient time for SAMR review and to avoid gun-jumping risks. Engaging experienced China antitrust counsel for the mandatory filing assessment is strongly recommended, particularly for transactions in sectors where SAMR enforcement is intensifying.

This FAQ provides general information and does not constitute legal advice. Companies should consult qualified legal professionals for advice on specific transactions.