Do Joint Ventures Need to Notify the ACCC? Practical Compliance & Structuring Guide (2026)

Last reviewed: 4 May 2026

Australia’s mandatory merger-notification regime, which took effect on 1 January 2026, has fundamentally changed the compliance calculus for every joint-venture transaction in the country. Under the new framework, ACCC notification for joint ventures in Australia is required whenever a JV arrangement amounts to a notifiable “acquisition” or confers “control” that meets prescribed monetary and structural thresholds. The regime is suspensory, meaning parties cannot complete the transaction until the ACCC grants clearance, and non-compliance carries significant enforcement risk, including divestment orders and substantial penalties. This guide provides corporate counsel, in-house M&A teams, private-equity sponsors, developers and SME JV parties with a practical decision framework, drafting checklist and step-by-step notification roadmap for navigating the 2026 rules.

Executive Summary, TL;DR for Deal Teams

Not every joint venture triggers the mandatory merger notification 2026 regime, but many do, and the consequences of getting it wrong are severe. The short answer: if your JV involves the acquisition of shares, assets, or a long-term interest that meets the ACCC’s monetary thresholds, and it confers a level of control or decisive influence over strategic commercial decisions, you almost certainly need to notify.

Six-point rapid-assessment checklist:

1. Does the JV involve an “acquisition” of shares, assets, or a long-term contractual interest?
2. Does at least one JV party (or its connected entities) meet the combined Australian revenue threshold?
3. Does the target entity, business, or JV vehicle meet the cumulative target-revenue threshold?
4. Will any party acquire “control”, whether through board seats, vetoes, management rights, or decisive contractual powers?
5. Are any exemptions, waivers, or carve-outs available?
6. If notification is required, has a lead notifying party been identified and a cooperation clause included in the JV agreement?

If the answer to items 1–4 is “yes” and item 5 yields no available exemption, the JV is a notifiable acquisition. Parties must lodge a notification with the ACCC and wait for clearance before completing the transaction. The rest of this guide walks through each element in detail.

Legislative and Regulatory Context

The mandatory merger-control regime is housed in the new Part IVA of the Competition and Consumer Act 2010 (Cth). It replaced the previous voluntary, informal-clearance system that had operated for decades. The legislation received Royal Assent in 2025 and commenced on 1 January 2026, establishing Australia as one of the growing number of jurisdictions with a suspensory, pre-completion notification requirement.

Under the new framework, any “acquisition” that meets prescribed thresholds must be notified to the ACCC before it is completed. The regime is explicitly suspensory: parties are prohibited from giving effect to the acquisition until the ACCC has made a determination or the statutory review period has expired. The ACCC has published several guidance documents to assist parties, including the Merger Process Guidelines (Interim Version, December 2025) and a dedicated Merger Reform FAQ (updated 6 March 2026).

Key primary sources for JV parties:

• ACCC Mergers & Acquisitions main page, overview of regime, links to forms, and notification portal.
• ACCC Thresholds for Notifying Acquisitions page, detailed monetary and structural thresholds.
• Merger Process Guidelines (Interim Version, December 2025), procedural detail including who must notify, co-notification, evidence requirements, and timing.
• Merger Reform FAQ (6 March 2026), guidance on waivers, fees, timing, and common questions.

For JV parties specifically, the critical question is whether their proposed arrangement falls within the statutory definition of an “acquisition” and, if so, whether it confers “control” in a manner that triggers the notification obligation. The ACCC has signalled that it will look to substance over form, meaning a contractual JV that confers decisive commercial influence can be caught just as readily as an equity-based structure.

When Does a JV Trigger ACCC Notification? Decision Tree

The following six-step decision framework helps JV parties determine whether their transaction requires ACCC notification for joint ventures in Australia. Work through each step in sequence.

1. Step 1, Identify the transaction type. Does the JV involve an acquisition of shares, assets, or a long-term interest in a business (including through contractual arrangements)?
2. Step 2, Apply the monetary thresholds. Does at least one party (including connected entities) meet the combined Australian revenue test? Does the target business or JV entity meet the cumulative target-revenue test?
3. Step 3, Assess control. Will any party acquire “control”, defined by reference to decisive influence over strategic commercial decisions?
4. Step 4, Check aggregation. Do connected-entity and aggregation rules push the combined position over the thresholds?
5. Step 5, Consider exemptions and waivers. Does the transaction fall within any prescribed exemption, or is a waiver application appropriate?
6. Step 6, Notify or proceed. If Steps 1–4 are satisfied and no exemption applies, lodge a notification and wait for ACCC clearance before completion.

Equity JVs, Control by Shareholding

In a typical equity JV, parties subscribe for shares in a new or existing company. The ACCC’s guidance on ACCC merger control for JVs makes clear that acquiring a shareholding of any size can constitute an “acquisition” for Part IVA purposes, provided the holder gains the ability to exercise material influence. A 50/50 equity split does not automatically equate to “control”, but where one party holds casting votes, chair-appointment rights, or exclusive vetoes over key reserved matters (such as budget approval, business-plan adoption, or senior management appointments), the ACCC may treat that party as acquiring control.

Industry observers expect the ACCC to scrutinise governance arrangements closely, particularly where a nominally equal shareholding masks asymmetric decision-making power through side agreements or shareholder-deed provisions.

Contractual JVs, Control by Rights and Powers

Contractual JVs, those without a shared equity vehicle, can also amount to a notifiable acquisition if the contractual terms confer decisive influence over the commercial conduct of a business. The ACCC’s Merger Process Guidelines note that long-term exclusive supply agreements, management contracts, and profit-sharing arrangements may all be relevant. The test is whether the arrangement, viewed in its totality, gives one party the practical ability to determine the strategic direction of the other’s business or a substantial part of it.

The likely practical effect is that parties to long-term franchise, distribution, or management agreements should assess whether their deal crosses the control threshold, even in the absence of any share transfer.

Connected Entities and Aggregation Rules

The regime includes connected-entity provisions that aggregate the revenues and market positions of related bodies corporate and, in some circumstances, entities acting in concert. For JV parties that belong to larger corporate groups, this means the thresholds may be met even if the JV vehicle itself is small. Parties must map their full group structures and any existing interests in competing or adjacent markets before assessing whether notification is required.

Merger Thresholds 2026, Quick Reference Table

The ACCC has established monetary thresholds that determine when an acquisition must be notified. The thresholds are designed to capture transactions of a size and scale likely to raise competition concerns, while exempting smaller deals from the notification burden. As set out on the ACCC’s Thresholds for Notifying Acquisitions page, there are two principal tests that operate cumulatively.

Parties should note that the ACCC has published detailed guidance on how revenue is calculated, including treatment of intercompany transactions and foreign-currency conversion. Industry observers expect the ACCC to take a purposive approach to threshold calculations, particularly in complex group structures common to JV arrangements. The key message: do not assume a JV falls below the thresholds without conducting a rigorous, group-wide revenue assessment.

Structuring JVs to Manage ACCC Merger-Control Risk

Thoughtful JV structuring in Australia can make the difference between a transaction that sails through with no notification obligation and one that triggers a lengthy (and costly) ACCC review. The goal is not to avoid legitimate regulatory scrutiny, but to ensure the governance and commercial architecture of the JV accurately reflects the parties’ genuine intentions, and does not inadvertently confer a level of control that triggers the mandatory notification regime.

Governance Design, Board Seats, Vetoes, and Reserved Matters

The allocation of board seats, voting rights, and reserved matters is the single most important determinant of whether an equity JV crosses the control threshold for ACCC purposes. Key drafting risks include:

• Unilateral appointment of the chair with a casting vote. This can convert a nominally 50/50 board into a structure where one party exercises decisive influence.
• Asymmetric reserved-matter lists. If one party holds a veto over strategic decisions (capex above a threshold, entry into new markets, key-customer contracts) while the other does not, the ACCC may treat the veto-holder as having control.
• Management-appointment rights. A party that appoints the CEO, CFO, or other senior executives may be found to exercise decisive influence over commercial conduct, even if its board representation is equal or minority.

The recommended approach when drafting a JV agreement to manage ACCC risk is to use genuinely balanced governance: equal board representation, mutual vetoes on a symmetrical list of reserved matters, and joint appointment of key management personnel.

Non-Control Commercial Arrangements

Parties may be able to achieve their commercial objectives through supply agreements, distribution licences, or IP-licensing arrangements that stop short of conferring control. For example, a manufacturer and a distributor could enter a long-term supply agreement that allocates territory and pricing guidelines without giving either party decisive influence over the other’s broader business.

However, the ACCC has cautioned that the form of the arrangement is not determinative. If a suite of interconnected commercial contracts, viewed together, gives one party the practical ability to dictate the other’s strategic direction, the ACCC may treat the arrangement as an acquisition conferring control. Parties should therefore assess the cumulative effect of all related agreements, not just the JV agreement in isolation.

Timed and Conditional Arrangements, Call/Put Options

Call and put options are common in JV agreements, particularly those with a staged-investment structure. A call option allowing one party to acquire the other’s interest at a future date may itself constitute a notifiable acquisition if, at the time of exercise, the thresholds are met and control passes. Key drafting caveats include:

• Ensure call/put options are drafted as genuine options (not pre-committed obligations) to avoid the ACCC treating the arrangement as a present acquisition.
• Include notification-cooperation provisions that anticipate a future notification obligation at the point of option exercise.
• Consider whether the existence of the option, combined with other governance rights, gives the option-holder de facto control in the interim period, this is a risk the ACCC is likely to examine.

Drafting Checklist and Model Clause Bank for ACCC Notification for Joint Ventures Australia

The following checklist and sample clauses are designed to assist parties drafting JV agreements under the 2026 regime. These are illustrative examples, all clauses should be reviewed and adapted by qualified legal counsel for the specific transaction.

Drafting checklist, key items to address:

• Definition of “control” that aligns with the Part IVA statutory test
• Symmetrical reserved-matter schedule with mutual vetoes
• Transfer restrictions (pre-emptive rights, tag-along/drag-along) that manage notification triggers on exit
• Exit and deadlock mechanisms (including buy-sell, Russian roulette, and expert determination) with notification carve-outs
• Dispute-resolution escalation (negotiation → mediation → arbitration) to avoid deadlock leading to unilateral control
• ACCC notification-cooperation clause
• Notification cost-allocation provision
• Conditions precedent requiring ACCC clearance before completion

Sample clauses (illustrative, seek legal review before use):

• Sample Clause 1, Control definition. “For the purposes of this Agreement, ‘Control’ has the meaning given to that term in Part IVA of the Competition and Consumer Act 2010 (Cth), and includes decisive influence (whether direct or indirect) over the strategic commercial decisions of the JV Entity.”
• Sample Clause 2, Symmetrical reserved matters. “Neither Party may, without the prior written consent of the other Party, cause or permit the JV Entity to: (a) approve or amend the annual business plan or budget; (b) enter into any contract with a value exceeding [threshold]; (c) appoint or remove the CEO or CFO; (d) commence, settle, or abandon any litigation with a value exceeding [threshold]; or (e) declare or pay any distribution.”
• Sample Clause 3, ACCC notification cooperation. “Each Party shall cooperate in good faith with the other Party in connection with any notification, filing, or application required or desirable under Part IVA of the Competition and Consumer Act 2010 (Cth), including by promptly providing all information and documents reasonably requested by the ACCC or by the other Party for the purposes of such notification.”
• Sample Clause 4, Notification cost allocation. “The costs and expenses of any ACCC notification required in connection with this Agreement or any transfer of an interest under this Agreement shall be borne equally by the Parties, unless the notification is required solely as a result of the actions or elections of one Party, in which case that Party shall bear such costs.”
• Sample Clause 5, Condition precedent (ACCC clearance). “Completion is conditional upon the ACCC issuing a clearance determination in respect of the transactions contemplated by this Agreement (or the statutory review period expiring without the ACCC issuing a prohibition determination). If clearance is not obtained by [long-stop date], either Party may terminate this Agreement by written notice.”
• Sample Clause 6, Transfer restriction with notification carve-out. “A Party may not transfer, assign, or otherwise dispose of any interest in the JV Entity without: (a) first offering such interest to the other Party on the terms set out in Schedule [X] (pre-emptive right); and (b) ensuring that any proposed transferee has obtained all necessary approvals under Part IVA of the Competition and Consumer Act 2010 (Cth) prior to completion of the transfer.”

ACCC Notification Process, Timing, Fees and Practical Steps

Understanding the procedural mechanics of the notification process is essential to managing deal timetables and stakeholder expectations. The ACCC’s Merger Process Guidelines (Interim Version, December 2025) and the Merger Reform FAQ (6 March 2026) set out the applicable procedures.

Who Must Notify, Principal Party and Co-Notification

The notification must be lodged by the “acquirer”, that is, the party (or parties) acquiring shares, assets, or a controlling interest. In a multi-party JV, where two or more parties are each acquiring interests in a new JV entity, coordinated co-notification is the standard approach. The Merger Process Guidelines indicate that parties should identify a single lead contact for the ACCC’s engagement, even where multiple parties are co-notifiers. In practice, the JV agreement should designate which party bears primary responsibility for preparing and lodging the notification, and all parties should agree to provide timely cooperation.

Short-Form vs Long-Form Notification, Selection Criteria

The ACCC offers both short-form and long-form notification pathways. The selection depends on the complexity of the transaction and the degree of competitive overlap or concern:

• Short-form notification is appropriate where the transaction is unlikely to raise competition concerns, for example, where the parties operate in clearly distinct markets, market shares are low, and there is no material vertical or conglomerate relationship.
• Long-form notification is required where the ACCC identifies potential competition concerns, where market shares are significant, or where the transaction involves concentrated markets. The ACCC may also direct a party to lodge a long-form notification after an initial assessment of a short-form submission.

ACCC Approval Timeline and Fee Structure

The notification process operates in two phases. The ACCC conducts an initial assessment (Phase 1) and may proceed to a detailed review (Phase 2) if competition concerns are identified. Fees are payable at each stage and vary based on the complexity and value of the transaction.

Parties should factor notification timelines into their overall deal timetable from the outset. Early engagement through a pre-notification meeting with the ACCC is strongly recommended for complex JV structures where the control analysis is nuanced.

Practical Checklist for Filings and Supporting Evidence

When preparing a notification, JV parties should assemble the following materials:

• Executed or near-final JV agreement (including shareholder deed, constitution, and any ancillary commercial agreements)
• Group-structure diagrams for all parties (including connected entities)
• Revenue data (Australian turnover) for each party and the target/JV entity for the most recent financial year
• Market-share estimates for relevant product and geographic markets
• Customer and supplier lists (where competitive overlap exists)
• Internal documents evidencing the rationale for the JV (board papers, investment-committee memos)
• Details of any existing interests in competitors, suppliers, or customers held by the JV parties

Waivers, Carve-Outs, and Enforcement Risk

The ACCC has the power to grant waivers from the notification requirement in certain circumstances. The Merger Reform FAQ (6 March 2026) confirms that a waiver may be sought where the transaction is unlikely to substantially lessen competition and the administrative burden of notification is disproportionate to the competitive risk. Parties must apply proactively and provide supporting evidence.

Early indications suggest the ACCC will exercise its waiver power conservatively, particularly during the initial years of the new regime. Parties considering a waiver application should prepare a robust submission addressing market definition, competitive conditions, and the absence of competitive overlap or vertical effects.

The enforcement consequences of proceeding without notification are severe. The regime provides for penalties for completing a notifiable acquisition without clearance, including:

• Pecuniary penalties (substantial fines for both corporations and individuals)
• Divestment orders (requiring the unwinding of a completed JV)
• Injunctive relief and other court orders

Where a deal is at risk of delay or collapse due to notification timelines, parties should explore interim arrangements that do not amount to completion (such as escrow or hold-separate arrangements) rather than proceeding in breach of the suspensory obligation.

Sector Examples, Automotive, Franchising, and Real Estate JVs

The ACCC notification framework applies across all sectors, but certain industries present recurring control-analysis challenges for JV structuring in Australia. The following anonymised vignettes illustrate common risk patterns.

• Automotive dealer JV. Two competing dealership groups form a 50/50 JV to operate a shared service centre. One group insists on appointing the general manager and retaining a veto over pricing. The ACCC may treat this arrangement as conferring decisive influence to the appointing group. Recommended approach: genuinely joint management appointments, mutual pricing-committee oversight, and a clear notification-cooperation clause in the JV agreement.
• Franchising and distribution JV. A national franchisor enters a contractual JV with a regional operator, granting exclusive territory and imposing detailed operational standards. The length, exclusivity, and granularity of operational control may cross the decisive-influence threshold, even without equity. Recommended approach: limit the term and scope of exclusivity, ensure the operator retains autonomy on key commercial decisions (staffing, local marketing), and conduct a control-test assessment before signing.
• Real-estate development JV. A developer and a landowner form a JV entity for a large mixed-use project. The developer contributes management expertise and secures exclusive development-management and leasing-agency rights. The ACCC may look beyond the equity split to the substance of the developer’s contractual powers. Recommended approach: balanced board representation, joint approval of the development budget and major contracts, and a pre-notification meeting with the ACCC if thresholds are met.

Practical Checklist, 10-Step Pre-Deal Playbook

The following checklist summarises the key steps for deal teams preparing a joint venture that may require ACCC notification for joint ventures in Australia.

1. Map all party group structures, identify connected entities and aggregate revenues.
2. Assess monetary thresholds, apply the combined Australian revenue test and the target-revenue test.
3. Conduct a control-test analysis, evaluate governance design, management rights, vetoes, and contractual powers against the Part IVA control definition.
4. Identify competitive overlaps, map product and geographic markets for all parties and the JV entity.
5. Review all ancillary agreements, assess whether supply, management, IP, or distribution contracts compound control indicators.
6. Determine notification pathway, short-form or long-form, based on competitive risk and complexity.
7. Engage legal advisers experienced in ACCC merger control, commission a formal notification-risk assessment.
8. Consider pre-notification engagement, schedule a pre-notification meeting with the ACCC for complex or novel structures.
9. Draft notification-cooperation and cost-allocation clauses, embed these in the JV agreement before signing.
10. Build ACCC timelines into the deal timetable, include realistic Phase 1 and Phase 2 windows, with a long-stop date and termination right if clearance is not obtained.

Conclusion

The mandatory merger-notification regime that took effect on 1 January 2026 has introduced a critical new compliance obligation for joint-venture parties across every sector of the Australian economy. Whether a JV involves an equity subscription, a contractual collaboration, or a hybrid structure, the question of ACCC notification for joint ventures in Australia must now be addressed at the earliest stage of deal planning, not as an afterthought. Parties that invest in proper threshold analysis, thoughtful governance design, and robust notification-cooperation provisions will be best positioned to move through the regulatory process efficiently and protect the commercial value of their ventures.

For bespoke advice on a specific JV structure, engagement with qualified legal advisers experienced in Australian competition law is strongly recommended.

Sources

1. Australian Competition & Consumer Commission, Mergers & Acquisitions
2. ACCC, Thresholds for Notifying Acquisitions
3. ACCC, Merger Process Guidelines (Interim Version, December 2025)
4. ACCC, Merger Reform FAQ (6 March 2026)
5. Allens, Merger Control Guide
6. Hamilton Locke, Navigating the ACCC’s New Merger Control Regime
7. Gadens, Australian Mandatory Merger Control: Key Implications