Clifford Chance

On 5 June 2025, the Australian Treasury released a consultation paper proposing the new fees payable under Australia’s forthcoming mandatory merger control regime. Under the proposed phased cost-recovery model, notifying parties may be required to pay fees up to AUD 1.4 million, depending on the complexity and phase of the review.

Overview of the new merger regime

Australia has introduced a new mandatory merger control regime which will replace the current voluntary merger control process. The new regime will commence on 1 January 2026, with voluntary notifications permitted under the new regime from 1 July 2025.

Under the new framework, parties to a notifiable acquisition (determined by reference to certain financial thresholds) will be required to notify the Australian Competition and Consumer Commission (ACCC). Where a transaction is unlikely to raise competition concerns, parties may apply for a waiver from the notification requirement, which itself attracts a filing fee (see below).

Proposed Fee Structure

The Treasury’s consultation paper proposes the following fees under a phased, cost-recovery model, which will apply to any notifications made under the new regime from 1 July 2025:

1. Notification waiver application – An application for exemption from the mandatory requirement to notify a merger to the ACCC (applicable from 1 January 2026):
   AUD 8,300
2. Notification (Phase 1 assessment) – All notified mergers will undergo a Phase 1 review:
   AUD 56,800
3. Phase 2 assessment – If a merger is not cleared in Phase 1, it proceeds to Phase 2, which incurs an additional fee:
   AUD 952,000
4. Public benefits application – If a merger is not cleared in Phase 2, notifying parties may seek approval on public benefit grounds (applicable from 1 January 2026):
   AUD 401,000

A Shift to Full Cost Recovery

Currently, merger reviews conducted through the informal process are not subject to any fee, while formal merger authorisations attract a nominal charge of AUD 25,000. As such, the operational costs of the existing regime are primarily funded by taxpayers through consolidated revenue.

Under the new regime, fees will be based on a full cost-recovery model, scaled according to the complexity, competition risk, and resourcing required at each stage of the review. The ACCC anticipates conducting approximately 201 Phase 1 assessments in the 2025-26 financial year, with total costs estimated at AUD 11,416,800 - equating to AUD 56,800 per review. In contrast, only 8-9 high-risk and complex mergers are expected to progress to Phase 2, with projected costs of AUD 8,092,000, or AUD 952,000 per assessment.

This significant fee difference reflects the ACCC’s expectation that Phase 2 reviews will be reserved for a small number of complex transactions which will require rigorous economic analysis. For context, the ACCC issued 14 Statements of Issues (the equivalent of the Phase 2 process in the current merger regime) in 2024 and 5 in 2023.

A fee exemption is proposed for small businesses with an aggregated turnover of less than AUD10 million.

The proposed fees are expected to remain broadly consistent over the next three years, subject to inflation and periodic review. Final details will be confirmed in the Cost Recovery Implementation Statement.

Key dates

The consultation paper is open until 18 June 2025. The fee legislative instrument and Cost Recovery Implementation Statement will be available shortly after that prior to 30 June 2025.