PCC Merger Notification Philippines 2026: Php 9.1 Billion / Php 3.8 Billion Thresholds and Filing Checklist

The Philippine Competition Commission (PCC) raised its mandatory merger notification thresholds effective 1 March 2026, requiring PCC merger notification in the Philippines whenever the Size of Party (SOP) exceeds PhP 9.1 billion and the Size of Transaction (SOT) exceeds PhP 3.8 billion. For deal teams, in-house counsel, and PE sponsors active in the Philippine market, this change redraws the line between transactions that close freely and those that require pre-completion clearance. This guide provides the updated screening tests, worked calculation examples, a step-by-step filing checklist, and practical mitigation advice, everything needed to make a fast, confident compliance decision on merger control in the Philippines.

TL;DR, Quick Compliance Decision for PCC Merger Notification in the Philippines

One-line answer: If your transaction meets both the SOP threshold (PhP 9.1 billion) and the SOT threshold (PhP 3.8 billion), you must notify the PCC within 30 days of executing the definitive agreement and before completing the deal.

Use this three-step screen to decide whether mandatory filing with the PCC applies to your deal:

1. Size of Party (SOP) test. Does at least one party (or its ultimate parent group) have aggregate annual gross revenues in, into, or from the Philippines, or assets in the Philippines, exceeding PhP 9.1 billion?
2. Size of Transaction (SOT) test. Does the transaction value, measured by the target’s aggregate annual gross revenues in, into, or from the Philippines, or its assets in the Philippines, exceed PhP 3.8 billion?
3. Both tests met? If yes, compulsory notification is triggered. File the PCC Notification Form (March 2026 version) within 30 days of signing the definitive agreement and prior to closing.

If only one test is met, compulsory notification does not apply, although voluntary notification remains an option where competition concerns may exist. The thresholds took effect on 1 March 2026 and apply to all transactions with definitive agreements executed on or after that date.

What Changed, PCC Thresholds 2026, Authority, and Effective Dates

The PCC adjusts its merger notification thresholds annually in accordance with nominal GDP growth, as mandated under Republic Act No. 10667 (the Philippine Competition Act) and its Implementing Rules and Regulations. The March 2026 adjustment represents the latest in a series of annual recalibrations designed to keep the compulsory notification regime focused on genuinely large transactions with potential market impact.

Authority and Where the Thresholds Are Published

The revised thresholds were published via an amendment to Rule 4, Section 3 of the Implementing Rules of Republic Act No. 10667, issued by the PCC through a Commission Resolution amending PCC Memorandum Circular No. 18-001. The official announcement appears on the PCC’s resource page and is mirrored across the Mergers and Acquisitions Office (MAO) section of the PCC website. All threshold figures cited in this article are drawn directly from the PCC press release titled “PCC adjusts the merger notification thresholds effective March 2026.”

Effective Date and Transitional Rules

The new thresholds apply to all transactions with definitive agreements executed on or after 1 March 2026. Additionally, the PCC released a revised version of the Notification Form; all transactions notified to the PCC on 11 March 2026 onwards must use this new version. Transactions notified before 11 March 2026 may use the previous form.

How to Screen Deals, Size of Party and Size of Transaction Tests

Both the SOP and SOT tests must be satisfied for compulsory PCC merger notification in the Philippines to apply. Understanding how each test is calculated, and where common errors occur, is essential for accurate deal screening.

Size of Party Test, Definition, Calculation Steps, and Examples

The size of party test measures the economic scale of the acquiring entity (or its ultimate parent group) or the acquired entity (or its ultimate parent group), using the higher of the two parties’ figures. The relevant metric is the aggregate annual gross revenues in, into, or from the Philippines, or value of assets in the Philippines, of at least one party to the transaction.

To calculate the SOP:

1. Identify the ultimate parent entity of each party to the transaction.
2. For each ultimate parent group, aggregate all annual gross revenues derived in, into, or from the Philippines based on the latest audited financial statements.
3. Alternatively, aggregate the value of assets located in the Philippines for each ultimate parent group.
4. If either figure for at least one party exceeds PhP 9.1 billion, the SOP test is met.

Example: A Singapore-based conglomerate (Group A) with PhP 12 billion in Philippine revenues is acquiring 100% of a Philippine-incorporated target (Group B) with PhP 2 billion in revenues. Group A’s revenues exceed PhP 9.1 billion, so the SOP test is satisfied.

Size of Transaction Test, Definition, Calculation Steps, and Examples

The SOT test focuses on the entity being acquired or the assets being transferred. It measures either the aggregate annual gross revenues in, into, or from the Philippines of the target entity, or the value of assets in the Philippines that are the subject of the transaction.

To calculate the SOT:

1. Identify the target entity or the specific assets being acquired.
2. Determine the target’s aggregate annual gross revenues in, into, or from the Philippines (using the latest audited financial statements), or the value of Philippine-located assets being transferred.
3. If either figure exceeds PhP 3.8 billion, the SOT test is met.

Example: Continuing the scenario above, if Group B’s Philippine assets are valued at PhP 4.5 billion, the SOT test is also met (PhP 4.5 billion exceeds PhP 3.8 billion). Since both SOP and SOT are satisfied, mandatory filing with the PCC is required.

Common Tricky Points, Currency, Intercompany Eliminations, and Carve-Outs

Several calculation issues arise repeatedly in practice. Deal teams should pay close attention to the following:

• Currency conversion. Where financial statements are denominated in foreign currency, convert to Philippine Pesos using the Bangko Sentral ng Pilipinas (BSP) exchange rate as of the end of the relevant financial year. Fluctuations can push transactions above or below thresholds, so run the screening using the correct rate rather than an estimate.
• Intercompany eliminations. Revenues and assets should be calculated on a consolidated basis for the ultimate parent group. Intercompany transactions within the same group should be eliminated to avoid double-counting, consistent with how audited consolidated financial statements are prepared.
• Pro-rata carve-outs. In partial acquisitions (e.g., acquiring a 40% stake in a joint venture), the SOT calculation typically looks at the entire target entity’s revenues or assets, not just the proportional interest being acquired. This distinction catches many deal teams off guard, as a seemingly small equity stake can trigger the threshold based on the target’s full financials.

The table below illustrates three common deal scenarios and how the tests apply:

For complex cross-border structures, early engagement with advisers familiar with the PCC’s computation guidelines is strongly recommended. Practitioners should also be mindful of the 13th Foreign Investment Negative List, which may impose additional ownership restrictions affecting deal structuring.

Mandatory Filing Procedure, the 30-Day Rule, and Documentary Checklist

Once a transaction triggers compulsory PCC merger notification in the Philippines, the notifying parties must follow a prescribed sequence. The PCC’s Mergers and Acquisitions Office (MAO) manages the entire process, from receipt of the notification through to clearance or prohibition. Below is a chronological walkthrough.

Step 1, Screening and Internal Approval

Before executing the definitive agreement, deal teams should complete an internal screening exercise to determine whether the transaction meets the SOP and SOT thresholds. This typically involves:

• Gathering financial data. Collect the latest audited financial statements of all parties (and their ultimate parent groups) showing Philippine revenues and assets.
• Running the dual-threshold test. Apply the SOP (PhP 9.1 billion) and SOT (PhP 3.8 billion) calculations using the methodology outlined above.
• Securing internal sign-off. Obtain written confirmation from legal and compliance that the transaction is either notifiable or exempt, documenting the basis for the conclusion. This record is critical if the PCC later queries why a filing was or was not made.

Step 2, Preparing the Notification Form

If notification is required, the parties must prepare the PCC Notification Form (the version effective 11 March 2026 for all filings from that date onward). The form requires comprehensive information, including:

• Identity and corporate structure of all parties, including ultimate parent entities and all controlled subsidiaries.
• A description of the transaction, including the commercial rationale.
• Copies of the executed definitive agreement (and any related ancillary agreements such as shareholders’ agreements and non-compete undertakings).
• Audited financial statements of each party for the most recent fiscal year.
• Information on relevant product and geographic markets, including market share data where available.
• Details of any other regulatory approvals required (e.g., Bangko Sentral ng Pilipinas, the National Telecommunications Commission, the Energy Regulatory Commission).
• An organisational chart showing the pre-transaction and post-transaction ownership structure.

The completed form and all supporting documents must be submitted to the MAO. Parties should confirm current contact details and submission procedures directly with the MAO, accessible through the PCC website. Filing fees, if applicable, should be verified at the time of filing as the PCC periodically updates its fee schedule.

Step 3, Submitting to MAO and Receiving Acknowledgement

The notification must be filed within 30 days of executing the definitive agreement. Crucially, the transaction must not be completed before the PCC either clears the deal or the applicable waiting period expires. The key procedural milestones are:

1. Day 0: Definitive agreement is signed, the 30-day filing clock begins.
2. Within 30 days: Parties file the completed Notification Form and all attachments with the MAO.
3. Upon submission: The MAO issues an acknowledgement confirming receipt and sufficiency of the filing (or requests supplementary information if the filing is incomplete).
4. Phase 1 review period begins: The statutory review clock starts once the filing is deemed complete.
5. Transaction closing: Closing may not proceed until PCC clearance is issued or the waiting period lapses without a decision.

Parties filing their SEC GIS Form around the same time should coordinate the PCC and SEC timelines to avoid conflicts.

PCC Review Phases, Remedies, and Coordinating with Sectoral Licences

The PCC’s merger review operates in two phases, governed by the 2017 Rules on Merger Procedure.

Phase 1 (Initial Assessment) begins once the MAO deems the notification complete. The PCC conducts a preliminary competition assessment to determine whether the transaction raises potential concerns. If no concerns are identified, the PCC clears the deal and the parties may proceed to closing. Industry observers expect most straightforward transactions to be resolved during Phase 1.

Phase 2 (In-Depth Review) is triggered if the PCC identifies potential substantial lessening of competition. During Phase 2, the Commission conducts a detailed market investigation, often requesting additional data and third-party submissions. At the conclusion of Phase 2, the PCC may clear the transaction unconditionally, impose remedies (structural or behavioural), or prohibit the deal entirely.

Remedies typically fall into two categories:

• Structural remedies, divestiture of specific business lines, assets, or subsidiaries to maintain market competition.
• Behavioural (conduct) remedies, commitments such as maintaining supply agreements, licensing intellectual property to competitors, or refraining from certain pricing practices for a defined period.

For transactions involving regulated industries, deal teams must coordinate PCC notification with sectoral licensing requirements. Failure to sequence these approvals correctly can create deal-timing risks. The following comparison table summarises how PCC obligations interact with sectoral licence requirements across common deal types:

The practical sequencing strategy for most deals is to file with the PCC promptly after signing, while simultaneously initiating applications with any relevant sectoral regulators. This parallel-tracking approach minimises deal-timeline risk, though parties should ensure that conditionality in the definitive agreement accounts for both PCC and sectoral clearances.

Risks of Non-Notification or Late Filing, Penalties and Practical Mitigation

Failing to file a compulsory PCC merger notification in the Philippines, or filing late, carries significant legal and commercial consequences. Under the Philippine Competition Act and the PCC’s Rules on Merger Procedure, potential consequences include:

• Administrative fines. The PCC may impose fines of up to one percent (1%) to five percent (5%) of the value of the transaction for failure to notify. These penalties can be substantial on large deals.
• Prohibition or unwinding. The PCC retains the power to review and potentially prohibit or unwind a completed transaction, even after closing, if compulsory notification was not made. This creates an ongoing tail risk that can surface during subsequent regulatory interactions or competitor complaints.
• Injunctive relief. The PCC may seek interim measures, including injunctions, to prevent further integration of the merged entities pending resolution of the non-notification issue.
• Reputational damage. A non-notification finding, particularly one that results in enforcement action, can damage a company’s reputation with the PCC for future transactions and complicate dealings with other Philippine regulators.

From a practical standpoint, if a party discovers a missed or late filing, the recommended approach is to engage promptly with the MAO. Early voluntary disclosure and remedial filing tend to result in more favourable outcomes than discovery through third-party complaints or PCC investigation. Deal teams should build notification compliance checks into their M&A due diligence workflows and closing checklists as a matter of routine, particularly given the annual threshold adjustments that can change whether a transaction is notifiable from one year to the next.

Parties with operations in the Philippines who are unfamiliar with local banking requirements should also ensure that the deal’s financial arrangements comply with local regulations, as banking-sector transactions may trigger additional filing obligations with the BSP.

Next Steps for Deal Teams

PCC merger notification in the Philippines is now a standard compliance checkpoint for any M&A transaction involving entities or assets of significant scale in the Philippine market. With the 2026 thresholds set at PhP 9.1 billion (SOP) and PhP 3.8 billion (SOT), deal teams should embed threshold screening into the earliest stages of transaction planning, ideally as part of preliminary due diligence, well before the definitive agreement is executed.

To ensure compliance, consider the following immediate actions:

• Run the SOP and SOT screening tests against the current thresholds for any pending or contemplated transaction.
• Confirm that your internal M&A playbook reflects the 1 March 2026 threshold changes and the 11 March 2026 Notification Form switchover date.
• Identify any sectoral approvals that may run in parallel with PCC notification and adjust your deal timeline accordingly.
• Engage a Philippines-qualified M&A adviser to review complex or borderline transactions, particularly cross-border structures, JV acquisitions, and carve-outs where the calculation methodology can produce unexpected results.

For tailored screening advice or assistance preparing a PCC notification, qualified Philippine M&A counsel can be found through the Global Law Experts lawyer directory.

Sources

1. Philippine Competition Commission, Merger Notification
2. PCC, PCC adjusts the merger notification thresholds effective March 2026
3. PCC, Notification Form
4. PCC, 2017 Rules on Merger Procedure
5. Cruz Marcelo, PCC Raises Merger Notification Thresholds Effective 1 March 2026
6. Jur.ph, PCC Amended Merger Notification Thresholds