Anti‑monopoly Law (AML) Merger Control in China 2026: Filing Thresholds, Simplified Procedure & Gun‑jumping Risks

Quick answer: This guide helps deal teams determine whether a SAMR merger filing is required in China (including foreign‑to‑foreign deals), explains filing thresholds and turnover calculation, compares simplified versus normal review timelines, and sets out gun‑jumping risks and remediation steps.

Merger control filing china rules have become one of the most consequential variables in cross‑border deal timing, and 2026 dealmakers can no longer treat the China analysis as an afterthought. Any transaction that creates a “concentration of undertakings” and meets the State Administration for Market Regulation (SAMR) turnover thresholds must be notified before closing, and that obligation reaches foreign‑to‑foreign deals with sufficient Chinese nexus. This article sets out a practitioner‑tested roadmap: how to decide whether a filing is triggered, how to calculate turnover, when the simplified procedure applies, and how to avoid the escalating enforcement risk of gun‑jumping. In‑house counsel, private equity deal teams and strategic acquirers should read this before signing.

All legal assertions below are grounded in the Anti‑Monopoly Law and SAMR guidance; verify the latest numeric thresholds against the current SAMR notice before you rely on them.

Does this transaction require a China AML filing?

The first question in any merger control filing china assessment is whether the transaction is a “concentration of undertakings” and, if so, whether it crosses the jurisdictional thresholds. Getting this analysis wrong at the front end is the single most common cause of gun‑jumping exposure, because parties assume a foreign deal with modest Chinese revenue falls outside Chinese control. It often does not.

Legal test: concentration of undertakings (definition)

Under the Anti‑Monopoly Law of the People’s Republic of China, a “concentration of undertakings” captures three categories of transaction: a merger of undertakings; the acquisition of control over another undertaking through the purchase of equity or assets; and the acquisition of control, or the ability to exercise decisive influence, over another undertaking by contract or any other means. The pivotal concept is control, not a fixed percentage of shares. Acquiring a minority stake can constitute a concentration if it confers decisive influence over commercial strategy, budgets, appointment of senior management or veto rights over key decisions. Joint ventures that create a new, jointly controlled undertaking also fall within the definition.

Deal teams should therefore analyse governance rights, not just the cap table, when deciding whether a notifiable concentration arises.

Jurisdictional trigger: turnover thresholds and territorial reach

A concentration is only notifiable if it meets the prescribed turnover thresholds. The test is built on two elements: the combined worldwide turnover of all parties to the concentration, and the individual turnover generated by at least two parties within China during the preceding financial year. In broad terms, a filing is required where the combined global turnover of the parties exceeds the global threshold, or where their combined China turnover exceeds the domestic threshold, provided that at least two of the parties each separately achieve more than the per‑party minimum within China.

Because these figures are set by notice and have been revised, always confirm the current numbers against the latest SAMR threshold notice before concluding that a filing is, or is not, required.

Foreign‑to‑foreign deals, when China still needs notification

A foreign‑to‑foreign merger china filing obligation can arise even where neither party is incorporated in China and no Chinese assets change hands. What matters is Chinese turnover and the effect on Chinese markets. If at least two parties each generate turnover in China above the per‑party threshold, and the combined turnover crosses the applicable threshold, the deal is notifiable regardless of where the undertakings sit or where the transaction documents are signed.

Three illustrative scenarios:

• Cross‑border asset purchase. A European buyer acquires a product line from a US seller. Both sell into China. If their combined turnover crosses the global threshold and two parties each clear the China per‑party minimum, a China filing is triggered even though the assets are located outside China.
• Share acquisition conferring control. A foreign acquirer buys a controlling stake in another foreign company with substantial Chinese sales. Control plus Chinese turnover above the thresholds equals a notifiable concentration.
• Minority stake moving to control. An investor increasing a minority holding to the point of decisive influence crosses from “non‑concentration” to “concentration,” potentially triggering a filing even if the incremental equity purchased is small.

Source: Anti‑Monopoly Law of the People’s Republic of China (NPC); SAMR.

SAMR merger filing thresholds & turnover calculation

Turnover calculation is where most merger control filing china errors occur, because the rules aggregate corporate groups, distinguish Chinese from global revenue, and require currency conversion and consolidation adjustments. A disciplined, documented calculation is the foundation of any defensible filing decision.

Current thresholds, how SAMR defines them

SAMR applies both a global turnover threshold and a China‑specific turnover threshold, each paired with a requirement that at least two parties individually exceed a minimum level of Chinese turnover. A concentration is notifiable where either the combined global turnover of all parties exceeds the global threshold, or the combined China turnover of all parties exceeds the domestic threshold, and in both cases at least two parties each separately exceed the per‑party China minimum in the prior financial year. The precise figures are set by State Council / SAMR notice and have been revised upward in recent years to reduce the volume of economically insignificant filings.

Because publishing a number that is out of date can mislead a deal team into skipping a required filing, or filing unnecessarily, this guide deliberately directs you to the live SAMR threshold notice. Action required: confirm the current global, domestic and per‑party thresholds against the latest SAMR notice and record the verification date in your deal file.

Turnover calculation rules

Turnover for AML purposes is not simply the target’s standalone revenue. The calculation follows several core rules:

• Group aggregation. Each party’s turnover includes the turnover of all undertakings within its corporate group that it controls or that control it, directly or indirectly. For an acquirer, this means the entire buy‑side group; for the target, generally only the acquired business and the undertakings it controls, not the seller’s retained group.
• China turnover versus global turnover. China turnover is generally understood as revenue derived from products or services supplied to customers located within mainland China (treating Hong Kong, Macau and Taiwan separately for these purposes). Global turnover is total worldwide revenue. The two tests are assessed separately.
• Currency conversion. Non‑RMB revenue must be converted to RMB, and the conversion basis and reference rate should be documented consistently across all parties.
• Consolidation and intra‑group sales. Intra‑group transactions are eliminated to avoid double counting, consistent with ordinary consolidation principles. Only turnover from third parties counts.
• Relevant period. Turnover is measured by reference to the preceding financial year.

For a joint venture, special care is needed: the turnover of each controlling parent group is aggregated, and the test assesses whether at least two of them clear the per‑party China minimum.

Worked examples

Example 1, domestic acquirer. Company A (a Chinese group) acquires sole control of Company B (also operating in China). A’s group‑wide global turnover last year was substantial, and B’s China turnover was material. To test notifiability: (1) aggregate A’s full group turnover and B’s turnover worldwide and in China; (2) check whether combined global turnover exceeds the global threshold or combined China turnover exceeds the domestic threshold; (3) confirm at least two parties, here A’s group and B, each separately exceed the per‑party China minimum. If both the combined test and the two‑party test are met, A must file before closing.

Example 2, foreign acquirer with Chinese revenue. Foreign Buyer X acquires control of Foreign Target Y. Neither is incorporated in China, but both export into China. Step 1: aggregate X’s global group turnover plus Y’s turnover; convert all figures to RMB. Step 2: compute each party’s China turnover from sales to Chinese customers. Step 3: if X’s group and Y each separately exceed the per‑party China minimum and the combined turnover crosses the applicable threshold, a China filing is required, notwithstanding that the deal is foreign‑to‑foreign. This is the classic trap for buyers who assume Chinese control rules cannot reach an all‑offshore transaction.

Source: SAMR turnover calculation guidance; Anti‑Monopoly Law (NPC). Confirm current threshold figures with the live SAMR notice.

Simplified procedure vs normal review, eligibility, process and timelines

Once a merger control filing china obligation is confirmed, the route matters enormously for deal timing. SAMR operates a simplified procedure for cases that raise limited competition concerns and a normal (full) review for everything else. Choosing and justifying the correct track is a strategic decision, not a clerical one.

Eligibility criteria for simplified filing

The simplified procedure is designed for concentrations that are unlikely to harm competition. SAMR generally considers a case suitable for simplified treatment where the parties’ combined market shares in overlapping horizontal markets are low; where vertical relationships give the parties only modest upstream or downstream positions; where the transaction is a portfolio or conglomerate deal with no meaningful overlap; where a party is acquiring sole control of a joint venture it already jointly controls; or where the concentration takes place entirely outside China and has no competitive impact on the Chinese market. Parties must self‑assess eligibility, publish the case for public comment as required, and SAMR retains the power to reclassify a case from simplified to normal if concerns emerge.

Filing stages, documents required and common deficiencies

A China filing proceeds through pre‑filing preparation, formal submission, SAMR’s acceptance (registration), and review. For a simplified case, the dossier is leaner: the standard notification form, a description of the transaction and parties, market definition and share estimates, and supporting corporate documents. A normal‑review dossier is substantially heavier, typically requiring detailed market data, competitor and customer information, internal strategic documents, and economic analysis of the overlaps. The most common deficiencies that delay acceptance are incomplete turnover schedules, inconsistent market definitions across documents, missing control analysis, untranslated or uncertified corporate documents, and simplified‑track claims that the facts do not support.

Timelines: simplified versus Phase I / Phase II review

Timing runs from SAMR’s acceptance of a complete filing, not from submission, so pre‑filing preparation and the time taken to satisfy SAMR that the dossier is complete both sit outside the formal clock. The normal review proceeds in statutory phases: an initial review period, followed, if SAMR decides a further examination is necessary, by an extended review phase, which can itself be prolonged in defined circumstances. Simplified cases are generally resolved within the initial review window and, in practice, clear faster where no comments or concerns arise. Deal teams should build the pre‑acceptance period into their critical path and never assume acceptance is instantaneous.

Source: SAMR simplified procedure guidance; Anti‑Monopoly Law (NPC). Confirm current review periods with the live SAMR notice.

Filing mechanics & practical deal playbook

A well‑run merger control filing china process is sequenced into the transaction timetable from the term‑sheet stage. The following playbook reflects how experienced cross‑border deal teams manage the Chinese filing alongside other jurisdictions.

Pre‑filing diligence and internal approvals

Begin the China analysis at signing‑minus. Confirm the control analysis, gather turnover data for all group entities, and model the thresholds early. Secure internal sign‑off on the filing strategy, including who bears filing responsibility and cost under the transaction documents, and align the China timeline with other merger filings so that the longest pole in the tent drives the overall closing date.

Drafting the filing: what SAMR expects

SAMR expects a filing that tells a coherent competitive story. That means a defensible market definition for each affected product and geographic market, a transparent mapping of horizontal overlaps and vertical relationships, and turnover schedules that reconcile cleanly to audited financials. Market share estimates should be sourced and internally consistent; where the parties claim simplified‑track eligibility, the dossier must demonstrate the factual basis for that claim. Internal documents describing deal rationale and market positioning should be reviewed in advance, because inconsistent characterisations between internal strategy decks and the filing invite SAMR scrutiny. Translation and certification of corporate documents should be arranged early to avoid acceptance delays.

Transactional sequencing: when to sign, when to close

Sign freely, but do not close, or implement, before clearance. The transaction agreement should make Chinese clearance a condition precedent to completion, and until clearance is obtained the parties must continue to operate as independent competitors. Where integration pressure is high, hold‑separate and interim arrangements can preserve value without crossing into prohibited implementation.

Working with Chinese counsel and SAMR liaison

Local counsel adds value well beyond translation. Experienced Chinese AML counsel can pressure‑test simplified‑track eligibility, anticipate the questions SAMR is likely to raise, manage the acceptance (completeness) dialogue efficiently, and liaise with case handlers to keep the review on track. Early, candid engagement, rather than a defensive posture, is generally the fastest path to clearance.

Gun‑jumping risks, penalties and enforcement trends

Gun‑jumping is the sharpest enforcement edge of merger control filing china compliance. It arises when parties fail to notify a notifiable concentration, or implement a concentration before clearance, and SAMR has steadily increased both the volume and visibility of enforcement in this area.

What is gun‑jumping under China AML?

Gun‑jumping captures two distinct failures. The first is a straightforward failure to file: implementing a concentration that met the thresholds without ever notifying SAMR. The second is early implementation: closing, integrating, or exercising control before clearance is granted, even where a filing has been made. Prohibited conduct can include completing the share or asset transfer, appointing directors or management, coordinating pricing or commercial strategy, or exchanging competitively sensitive information outside the limits necessary for legitimate integration planning. The obligation to stand still runs from the point the concentration becomes notifiable until SAMR clears it.

Penalties and remedial measures

Where SAMR finds that a concentration has been unlawfully implemented, it can order the parties to cease the concentration, to dispose of shares or assets within a set period, to transfer the business, and to take other measures necessary to restore the pre‑concentration competitive state. SAMR can also impose administrative fines. The direction of travel under the amended Anti‑Monopoly Law (in force since 2022) has been towards materially higher maximum penalties for unlawful implementation, reflecting a policy decision to make gun‑jumping genuinely deterrent rather than a tolerable cost of doing business. Parties should treat the financial exposure as significant and the reputational exposure, SAMR publishes enforcement decisions, as equally serious.

Confirm current penalty ranges against the Anti‑Monopoly Law and SAMR guidance before relying on any specific figure.

Recent trends and enforcement approach

SAMR’s enforcement practice has broadened to include foreign‑to‑foreign transactions and historic, unfiled deals uncovered during subsequent filings or complaints. The regulator has shown willingness to penalise even where a transaction raised no substantive competition concern, on the basis that the procedural obligation to file is itself mandatory. For acquirers and private equity sponsors with multiple portfolio transactions, this means the failure‑to‑file risk compounds across a deal programme.

Mitigation and remedial steps if gun‑jumping occurs

If a filing was missed, proactive remediation is almost always better than waiting to be found. Counsel can prepare and submit a voluntary notification, cooperate with any investigation, and present mitigating factors. Early self‑correction, full cooperation and demonstrable absence of competitive harm are the factors most likely to reduce penalty exposure.

Source: Anti‑Monopoly Law (NPC); SAMR enforcement announcements. Confirm current penalty ranges and recent cases with the live SAMR source.

Practical Q&A: quick scenarios & decision checklist

The following scenarios apply the merger control filing china framework to common structures. Each identifies whether to file, why, and the immediate next step.

• Foreign‑to‑foreign acquisition, both parties selling into China. Do we file? Likely yes. Why? Chinese turnover of at least two parties above the per‑party minimum plus combined turnover over the threshold triggers notification regardless of incorporation. Next step: run the turnover model and confirm against the current SAMR threshold notice.
• Carve‑out acquisition of a product line. Do we file? Possibly. Why? Only the acquired business’s turnover counts on the sell‑side, but the buyer’s full group aggregates. Next step: calculate turnover using the carve‑out perimeter, not the seller’s whole group.
• Minority stake with board and veto rights. Do we file? Potentially yes. Why? Decisive influence, not percentage, defines control; strong veto rights can create a concentration. Next step: analyse governance rights before assuming the deal is below the radar.
• New joint venture. Do we file? Often yes. Why? A jointly controlled JV is a concentration; aggregate each controlling parent’s group turnover. Next step: test whether at least two parents clear the per‑party China minimum.
• Pure asset purchase of offshore assets, no China sales. Do we file? Likely no. Why? Without Chinese turnover meeting the per‑party test, the jurisdictional trigger is not met. Next step: document the no‑filing conclusion with the turnover evidence.
• Incremental acquisition from joint to sole control. Do we file? Usually yes. Why? Moving from joint to sole control is a distinct notifiable concentration. Next step: prepare a filing even though the parties were already affiliated.

Annexes & resources

Primary sources underpinning this guide include the Anti‑Monopoly Law of the People’s Republic of China (for the definition of concentration, the notification obligation and the gun‑jumping provisions), SAMR’s official site (for current thresholds, simplified procedure notices, filing forms and enforcement announcements), the Ministry of Commerce’s historical threshold provisions (for continuity context following the transfer of merger review functions to SAMR in 2018), the Supreme People’s Court repository (for judicial interpretation and enforcement context), and OECD merger‑control materials (for comparative best practice). Recommended internal tools for deal teams include a turnover calculation template, a simplified filing eligibility checklist, and a SAMR dossier table of contents.

Conclusion

Getting the merger control filing china analysis right early, control test, turnover calculation, route selection and gun‑jumping discipline, is the difference between a clean, predictable closing and a derailed transaction with regulatory exposure. Confirm the current thresholds against the live SAMR notice, document every turnover conclusion, and hold separate until clearance. For a bespoke pre‑filing risk assessment and route recommendation on your transaction, speak to a qualified China AML adviser before you sign.

Sources

1. Anti‑Monopoly Law of the People’s Republic of China, National People’s Congress
2. State Administration for Market Regulation (SAMR)
3. Ministry of Commerce (MOFCOM)
4. Supreme People’s Court of the People’s Republic of China
5. Organisation for Economic Co‑operation and Development (OECD), Competition