Do You Need ACCC Approval to Sell Your Business? Australia's Merger Rules Explained for Sellers

What changed for business sales on 1 January 2026?

Before 2026, telling the ACCC about an acquisition was voluntary. Most buyers of private businesses never did, and the ACCC's involvement in a lower mid-market sale was rare.

From 1 January 2026, Australia has a mandatory merger control regime. If a sale meets the notification thresholds, the buyer must notify the ACCC, and the sale cannot complete until the ACCC approves it or grants a waiver. The regime is suspensory: the deal is on hold until the ACCC decides, however long the parties have been negotiating.

Three features matter most for a seller. The tests are based mainly on Australian revenue, not on the sale price or on EBITDA. The buyer's revenue is counted across its whole corporate group. And notified acquisitions are published on the ACCC's public register, generally within one business day of notification. For what that means for confidentiality, see How to Sell a Business Confidentially.

The rules were amended from 16 September 2026. The main change for sellers is covered under What happens if a sale that should have been notified isn't? below.

Does my sale need to be notified to the ACCC?

It depends on two things: the size of the buyer's group and the Australian revenue of your business. A sale must be notified if it meets any one of the tests below.

Australian revenue means gross revenue attributable to Australia for the most recently ended 12-month financial reporting period. On the buyer side, it includes the full revenue of every entity the buyer controls or is controlled by, regardless of the percentage held. In the serial acquisitions tests, earlier acquisitions with less than $2 million in Australian revenue are not counted.

For most owners in the $2M–$25M EBITDA range, the first test is the one that matters. A business at the lower end of that range will often have revenue above $10 million, so your side of the test is usually met. Whether the sale is notifiable then turns on whether the buyer's group reaches $500 million in Australian revenue. A listed company, a large private group or a private equity platform can do so. A competitor of similar size to you, a management team or a private buyer usually will not.

Share sales and partial sales. For a sale of shares, notification applies where the buyer gains control of the company, or where its voting power in a private company moves from 20% or less to more than 20%, or to 50% or more. A partial sale, such as a minority stake to a private equity investor, can therefore be notifiable even though you keep control.

Asset sales. A sale of all or substantially all of the assets of a business is tested in the same way as a share sale, using the business's Australian revenue. Most asset sales in this market fall into that category. Separate asset-value tests apply only where a buyer is acquiring some assets rather than a business.

Exemptions. Some acquisitions are exempt, including acquisitions in the ordinary course of business and internal restructures. Exemptions are technical, and a buyer will need legal advice before relying on one.

A buyer can also notify voluntarily when a sale falls below the thresholds. Once the ACCC has approved it, the acquisition is protected from later challenge under the general merger prohibition. A large buyer in a concentrated market may choose to do this even where it is not required to.

Who notifies the ACCC, the buyer or the seller?

The buyer. The obligation sits with the acquirer, which files the notification and pays the fee. The seller is identified in the notification, and in practice will need to supply information about the business, its customers and its markets.

The fees are not small. As at July 2026, a Phase 1 notification costs $56,800. If the ACCC moves to a Phase 2 review, a further fee applies, starting at $475,000 for the smallest transactions. A waiver application costs $8,300. Who bears these costs commercially is a matter for negotiation in the sale agreement.

Because the obligation is the buyer's, you cannot assume a buyer has thought about it. Ask early, ideally before granting exclusivity: does this acquisition need to be notified to the ACCC, and if so, when do you intend to file?

What happens if a sale that should have been notified isn't?

Until 16 September 2026, a sale that should have been notified and was not was automatically void. That has changed. The ACCC must now apply to the Federal Court for a declaration that the acquisition is void, and the Court must make the declaration unless it considers it undesirable to do so. The ACCC generally has six years to apply, and the Court can also order divestment or grant injunctions.

A sale is still automatically void if it completes while the ACCC is reviewing it, after the ACCC has refused it, or on an approval that is more than 12 months old.

Penalties apply on top. Since 2026, the maximum penalty for a company that fails to notify is the greater of $100 million, three times the benefit obtained, or 30% of adjusted turnover during the period of the breach.

For a seller, the risk is not mainly the penalty, which falls on the buyer. It is the prospect of a completed sale being unwound years later, after the proceeds have been spent and the business has been integrated. That is a reason to settle the notification question before signing, not after.

How much time does ACCC review add to a sale?

Where a sale is notified, the ACCC has up to 30 business days for a Phase 1 decision. The earliest it can approve is business day 15. If it has concerns, a Phase 2 review can take up to a further 90 business days. A waiver, where the ACCC agrees notification is not needed, must be decided within 25 business days or it is not granted. The ACCC has said it expects around 80% of acquisitions to be decided within 15 to 20 business days. After approval, the sale still cannot complete for 14 calendar days after the ACCC publishes its reasons, the window in which a review can be sought.

In a well-run process, much of this runs in parallel with due diligence and drafting the sale agreement, so it need not add its full length to the timetable. For how notification fits into the overall timeline of a sale, see How Long Does It Take to Sell a Business in Australia?

How does ACCC approval change the sale agreement?

Where notification is required, the sale agreement will make ACCC approval (or a waiver) a condition that must be met before completion. That brings several terms into play that a seller should look at closely.

• The sunset date. The date by which approval must be obtained, after which either party can walk away. It needs to allow for a Phase 2 review if there is any real chance of one.
• The buyer's obligation to pursue approval. How hard the buyer must try, and whether it can be required to accept conditions the ACCC imposes, such as selling part of the business.
• Conduct between signing and completion. You continue to run the business until completion. The buyer cannot take control or direct operations before approval, and the agreement should say what you can and cannot do in that period.
• Who pays the fees, including the larger fee if the review goes to Phase 2.
• What happens if approval is refused. Whether the buyer pays a break fee to compensate you for the time the business was off the market.

An approval is valid for 12 months. If completion is delayed beyond that, the buyer can ask the ACCC for an extension of up to six months at a time.

What if the likely buyer is a competitor, consolidator or private equity roll-up?

These are the buyers most likely to trigger notification, and the ones where it is most likely to matter.

A competitor. If the buyer competes with you, the ACCC will look at whether the sale reduces competition in your market. In a fragmented market this is rarely a problem. In a concentrated one, a competitor's offer may come with a longer and less certain review, and a higher price may not be worth more than a clean offer from a buyer that raises no issue. Sharing commercially sensitive information with a competitor before approval also needs care, and is usually managed through restricted access by a small number of people.

A consolidator. A buyer that has been acquiring similar businesses can meet the serial acquisitions tests even if your business is small, because its earlier acquisitions over three years count towards the threshold.

A private equity platform. A private equity-backed buyer may look modest on its own. But the ACCC expects private equity firms to disclose portfolio companies in the same or related markets across all the funds they manage, and the revenue of connected entities counts in full. A platform that appears well below $500 million in revenue may not be once its group is counted. For how private equity buyers differ from trade buyers more generally, see Trade Sale vs Private Equity vs Management Buyout.

What should I ask my M&A advisor about the ACCC?

An advisor running a competitive process should be assessing notification risk for each likely buyer before they are approached, not after an offer arrives. Questions worth asking:

1. Which of the likely buyers for my business would need to notify the ACCC?
2. For those buyers, is there any realistic chance of a Phase 2 review, given their position in my market?
3. How will notification affect the timetable, and how will you run it alongside due diligence?
4. How will you compare an offer that needs ACCC approval with one that does not?
5. Have you run a sale since January 2026 where the buyer notified, and how did it go?

When should I bring in a competition lawyer?

Not every sale needs one. Where the likely buyers are private individuals, management or businesses well below the thresholds, the question can usually be settled quickly.

Bring one in early where a likely buyer is large enough to meet a test, is a direct competitor, or is a consolidator or private equity platform. The lawyer can confirm whether notification is required, advise on the conditions and sunset date in the sale agreement, and set up how information is shared with a competing buyer. That work is cheaper before heads of agreement are signed than after.

Where M&A Concierge fits

Whether a sale needs ACCC approval is decided by the buyer, and which buyers are approached is decided by the advisor. An advisor with completed transactions in your sector knows which buyers are likely to trigger notification, which are likely to raise competition questions, and how to run a process so that a regulatory step does not cost you momentum.

M&A Concierge matches owners of businesses with $2M–$25M EBITDA with advisors based on their transaction experience in the relevant sector and deal size range. Book an advisory call to discuss your sale.