What are the new French merger‑control notification thresholds and when do they take effect?

Under Article 8 of the Simplification Bill adopted on 15 April 2026, the combined worldwide turnover threshold rises from €150 million to €250 million, and the individual French turnover threshold rises from €50 million to €80 million. The new thresholds take effect upon publication in the Journal Officiel, which is expected in Q2–Q3 2026.

Which cross‑border deals will now fall below the French filing thresholds?

Transactions where one or more parties have French turnover between €50 million and €80 million, or where the combined worldwide turnover falls between €150 million and €250 million, will no longer trigger mandatory notification. Mid‑market PE buyouts and carve‑outs with limited French presence are the most commonly affected deal types. See the worked examples above for specific scenarios.

How should turnover be allocated for cross‑border sellers?

French turnover is allocated based on the customer’s location at the time of sale, following the methodology in the Autorité’s 2020 Lignes directrices. Intra‑group sales are excluded, and all entities within the same economic group are aggregated. This approach mirrors the European Commission’s Consolidated Jurisdictional Notice.

Will the threshold increase reduce EU or multi‑jurisdiction filing risk?

The reform reduces French‑specific filings but does not affect EU Merger Regulation jurisdiction, which is determined by separate EU‑level turnover tests. Deals that drop below French thresholds may still require notification in Germany, the UK or other Member States. The Article 22 referral mechanism also allows the Autorité to request Commission review of below‑threshold mergers in specific markets.

How should transaction documents be amended to reflect the change?

Update merger control conditions precedent to reference thresholds “as in force at the date of notification.” Include auto‑satisfaction clauses, seller turnover representations, and indemnities as set out in the model clause section above. Recalibrate long‑stop dates if a French filing is no longer anticipated.

Can parties still notify voluntarily if a filing is not mandatory?

French merger control does not provide for formal voluntary notification of below‑threshold transactions. However, parties may engage informally with the Autorité if they wish to obtain comfort on competitive effects, and the Autorité may use the Article 22 referral route to seek Commission jurisdiction over competitively significant below‑threshold deals.

What are the penalties for failing to notify a transaction that meets the thresholds?

Under Article L. 430‑8 of the Code de commerce, failure to notify a concentration that meets the applicable thresholds, or implementing a notifiable transaction before clearance, can result in fines of up to 5 % of the undertaking’s turnover in France. The Autorité may also order the unwinding of the transaction. Accurate threshold analysis at the outset of every deal is therefore essential.

French Merger Control Thresholds

On 15 April 2026, the French Parliament adopted the Simplification Bill (loi de simplification de la vie économique), which, through its Article 8, raises the french merger control thresholds for the first time in over two decades. Under the reformed general regime, the combined worldwide turnover trigger rises from €150 million to €250 million, while the individual French turnover test increases from €50 million to €80 million for each of at least two parties. The practical effect for cross-border M&A France transactions is immediate: a significant number of deals that previously required mandatory notification to the Autorité de la concurrence will no longer do so, altering deal timelines, conditionality drafting and multi‑jurisdictional filing strategy across the EU and beyond.

Executive Summary, What Changed and Why It Matters

For in‑house counsel, private equity sponsors and M&A advisers managing transactions with a French nexus, the April 2026 reform demands a rapid reassessment of notification obligation France analysis across live and pipeline deals. The key takeaways are:

Worldwide turnover threshold (general regime): raised from €150 million to €250 million, a 66.7 % increase.
Individual French turnover threshold: raised from €50 million to €80 million (must be met by at least two of the undertakings concerned).
Sector‑specific thresholds (retail): also adjusted upwards, see the detailed table below.
Effective timing: the new merger notification thresholds France applies will take effect upon publication in the Journal Officiel. Industry observers expect publication in Q2–Q3 2026, with the thresholds applying to transactions formally notified from that date forward.
Immediate action required: reassess every live and pipeline deal against the new thresholds, update conditions precedent in transaction documents, and recalibrate multi‑jurisdictional filing timelines.

What Changed in April 2026, French Merger Control Thresholds and Effective Dates

France’s merger control regime is codified in Articles L. 430‑1 to L. 430‑10 of the Code de commerce. Prior to the 2026 reform, the notification thresholds had remained unchanged since 2004 for the general regime and since 2008 for the retail‑specific thresholds. Article 8 of the Simplification Bill amends Article L. 430‑2 of the Code de commerce, replacing the previous turnover figures with higher amounts designed to refocus the Autorité de la concurrence’s merger review on transactions with genuinely significant competitive effects in France.

As confirmed by the Autorité de la concurrence’s official communications and corroborated by multiple practitioner analyses from Latham & Watkins, White & Case and Cleary Gottlieb, the legislation was adopted by the French Parliament on 15 April 2026. The new thresholds will enter into force upon publication in the Journal Officiel. Early indications suggest publication is likely during May or June 2026, meaning the revised thresholds could apply to all transactions formally notified from Q3 or Q4 2026 onward.

Thresholds at a Glance

Threshold Category	Previous (Pre‑2026)	New (2026 Reform)
Combined worldwide turnover, general regime	€150 million	€250 million
Individual French turnover (each of at least two parties), general regime	€50 million	€80 million
Combined worldwide turnover, retail sector	€75 million	Updated (see sector rules below)
Individual French turnover, retail sector	€15 million	Updated (see sector rules below)

Sector Thresholds and Special Rules (Retail and Overseas Territories)

France has long maintained lower thresholds for the retail sector and for transactions involving French overseas territories (départements et régions d’outre‑mer). The Simplification Bill adjusts these sector‑specific figures proportionally. Practitioners should verify the exact new retail and overseas territory thresholds against the final text published in the Journal Officiel, as firm alerts from Paul Hastings and White & Case note that the retail thresholds follow the same upward trajectory as the general regime. For transactions involving concentrated local markets, particularly in grocery retail, the Autorité’s 2020 Lignes directrices relatives au contrôle des concentrations continue to provide the methodological framework for assessing local competitive effects, regardless of threshold adjustments.

Which Transactions Still Require Notification, Rule of Thumb and Worked Examples

The french merger control thresholds remain cumulative: a transaction triggers mandatory notification to the Autorité de la concurrence only when both the worldwide turnover test and the individual French turnover test are satisfied. The decision tree for assessing the notification obligation France imposes can be summarised as follows:

Step 1: Calculate the combined worldwide pre‑tax turnover of all undertakings concerned. If below €250 million, no French filing is required under the general regime.
Step 2: If Step 1 is satisfied, check whether at least two of the undertakings concerned each achieved French turnover exceeding €80 million in the preceding financial year. Both conditions must be met.
Step 3: Even if the general thresholds are not met, verify whether the lower retail or overseas territory thresholds apply to the relevant markets.
Step 4: If no threshold is triggered, assess whether an EU Merger Regulation filing or referral mechanism applies (see the multi‑jurisdictional strategy section below).

Worked Examples

Example 1, International strategic acquisition of a French subsidiary. A US industrial group (worldwide turnover €3 billion, French turnover €120 million) acquires a French subsidiary of a Japanese company (worldwide turnover €800 million, French turnover €95 million). Both parties exceed the new €80 million individual French turnover threshold, and the combined worldwide turnover far exceeds €250 million. Result: mandatory notification required.
Example 2, PE buyout of a mid‑market French target. A London‑based private equity fund (group worldwide turnover €4 billion, French turnover via portfolio companies €60 million) acquires 100 % of a French SAS with turnover of €90 million. While the target exceeds the €80 million French threshold, the fund’s French turnover is only €60 million, below the €80 million mark. Result: no French filing required under the general regime. Under the pre‑2026 thresholds (€50 million each), this deal would have been notifiable.
Example 3, Triangular cross‑border merger. A German acquirer (worldwide turnover €200 million, French turnover €85 million) merges with a Belgian company (worldwide turnover €180 million, French turnover €82 million) and a French target. Combined worldwide turnover reaches €380 million (above €250 million), and two parties each exceed €80 million in France. Result: mandatory notification required.
Example 4, Carve‑out below new thresholds. A UK company (worldwide turnover €500 million, French turnover €45 million) acquires a carved‑out French business unit from a French group (worldwide turnover €1 billion, French turnover of the carved‑out unit €30 million). Neither party’s French turnover reaches €80 million. Result: no French filing required. This deal was also below the old thresholds and remains unaffected.

The likely practical effect of the threshold increase will be to remove from mandatory French review a substantial cohort of mid‑market deals, particularly cross‑border M&A France transactions involving PE funds whose French portfolio turnover falls between €50 million and €80 million.

Filing Mechanics and the Autorité de la Concurrence Process

When the french merger control thresholds are met, a mandatory Autorité de la concurrence filing must be made before closing. The filing is suspensory: the parties may not implement the transaction until clearance is obtained (or the applicable review period has lapsed without a decision). Key process points include:

Pre‑notification contacts: the Autorité encourages informal pre‑notification discussions, particularly for complex transactions. These contacts are confidential and can significantly streamline the formal review.
Filing form: parties submit a notification form (formulaire de notification) accompanied by supporting documents, market data and economic analyses as specified in the Autorité’s procedural guidelines.
Review timeline: Phase I review takes 25 working days from the receipt of a complete notification. If serious competition concerns arise, Phase II (in‑depth review) adds a further 65 working days, extendable by 20 working days if remedies are proposed.
Filing fee: currently none, France does not charge a merger notification fee.

Turnover Allocation, Key Rules and Autorité Guidance

The Autorité’s 2020 Lignes directrices relatives au contrôle des concentrations provide detailed guidance on turnover allocation. For cross‑border groups, French turnover is determined by the location of the customer at the time of sale, not the seller’s place of incorporation. Intra‑group transactions are excluded. Where a group has multiple subsidiaries in France, the turnover of all entities within the same economic group is aggregated. This methodology is consistent with the EU Merger Regulation’s approach and the Commission’s Consolidated Jurisdictional Notice, facilitating parallel analysis for multi‑jurisdictional deals. Practitioners should compile a turnover worksheet early in due diligence, mapping each entity’s revenue by geography based on audited financial statements for the most recent completed financial year.

Cross‑Border Implications, EU Parallel Filings and Multi‑Jurisdiction Strategy

The increase in French thresholds does not exist in a vacuum. Acquirers and their advisers must recalibrate the broader multi‑jurisdictional filing map whenever a French filing obligation shifts. Key considerations include:

EU Merger Regulation: transactions meeting the EU turnover thresholds (€5 billion combined worldwide / €250 million individual EU‑wide) remain subject to the European Commission’s exclusive jurisdiction under the one‑stop‑shop principle. The French threshold change does not affect EU‑level jurisdiction.
Article 22 referral mechanism: even where no national threshold is triggered, EU Member States can request the Commission to examine a concentration. The Autorité de la concurrence has actively used this mechanism in digital and innovation markets since 2021.
Parallel German filing analysis: Germany’s merger control thresholds (combined worldwide turnover of €500 million; individual German turnover of €50 million and €17.5 million respectively) operate on a different basis. A deal that drops below French thresholds may still require notification to the Bundeskartellamt.
UK and US filings: UK CMA and US HSR thresholds are entirely separate systems with distinct jurisdictional tests. The French change has no direct legal effect on those obligations, although deal timing merger control strategy must account for the overall filing calendar.

When to Still Notify in France Despite Being Below Thresholds

There are strategic scenarios in which parties may consider a voluntary or precautionary approach to French regulatory engagement, even when the new thresholds are not met. These include transactions in sectors subject to French FDI screening (contrôle des investissements étrangers), deals involving critical infrastructure or defence assets, and concentrations in markets where the Autorité has signalled ongoing competitive concerns. Industry observers expect the Autorité to continue monitoring below‑threshold mergers and to use the Article 22 referral route where warranted, particularly in technology and healthcare sectors.

Timing, Deal Drafting and Negotiation Practicalities

The threshold reform creates both opportunities and risks for deal timing merger control planning. Transactions currently in negotiation or signed but not yet notified face a transitional question: whether the old or new thresholds apply depends on the date of formal notification, not the date of signing. This means parties with deals that fall below the new thresholds may benefit from delaying formal notification until after publication in the Journal Officiel, though this strategy must be weighed against commercial and regulatory risks.

For new transactions, the following drafting and negotiation adjustments are recommended:

Conditions precedent (CPs): update merger control CPs to reference the applicable thresholds at the time of notification, not at signing. Include a mechanism that permits the parties to reassess the filing obligation if thresholds change between signing and the planned notification date.
Seller representations: require the seller to warrant the accuracy of French turnover data used in the threshold analysis, with an indemnity for losses arising from a misrepresentation that triggers an unexpected filing obligation.
Long‑stop date: calibrate the long‑stop date to reflect the potential for a Phase I review (25 working days) and, where relevant, Phase II (65 + 20 working days). Industry observers expect most straightforward deals to clear within 30 calendar days of a complete notification.
Reverse break fees: where a buyer’s failure to obtain clearance is the sole remaining CP, consider a reverse break fee to compensate the seller for deal failure attributable to regulatory risk.

Model Clause, Conditionality and Timetable

The following illustrative clause language reflects common market practice for deals touching French merger control:

“Completion shall be conditional upon the parties having received clearance from the Autorité de la concurrence (or the applicable review period having expired without a decision) in respect of the Transaction, to the extent that the applicable merger notification thresholds France under Article L. 430‑2 of the Code de commerce, as in force at the date of notification, are met.”
“In the event that a change in law between signing and notification alters the applicable thresholds such that notification is no longer required, the merger control condition precedent shall be deemed satisfied automatically.”
“The Seller represents and warrants that the French turnover figures provided in the Disclosure Letter are accurate and complete, and shall indemnify the Buyer against all costs, losses and liabilities arising from any inaccuracy that results in an obligation to notify the Transaction to the Autorité de la concurrence.”

Risk Management Checklist for Cross‑Border Deals Touching France

The following 10‑point merger control checklist France practitioners can deploy immediately covers the essential diligence and process steps:

1. Compile turnover data: obtain audited worldwide and French turnover figures for all parties and their group entities for the most recent financial year.
2. Apply the threshold test: run the combined worldwide turnover and individual French turnover calculations against both the general and sector‑specific thresholds.
3. Check sector exceptions: verify whether retail, overseas territory or other lower thresholds apply to any relevant market.
4. Map parallel jurisdictions: identify all jurisdictions where notification may be required (EU, Germany, UK, US, etc.) and build a consolidated filing calendar.
5. Engage French counsel early: appoint local competition counsel for pre‑notification contacts with the Autorité, especially for complex or borderline cases.
6. Prepare the filing dossier: assemble market share data, competitive landscape analysis, and internal documents referencing competitive effects.
7. Draft or update CPs: ensure transaction documents reflect the correct threshold references and include the auto‑satisfaction mechanism described above.
8. Assess FDI exposure: determine whether French FDI screening applies in parallel, particularly for non‑EU acquirers in sensitive sectors.
9. Set internal deadlines: align the filing timeline with the deal’s long‑stop date and any escrow or reverse break fee trigger dates.
10. Monitor the Journal Officiel: track publication of the Simplification Bill to confirm the exact date on which the new thresholds enter into force.

Reporting Obligations by Entity Type

Entity Type	Primary Obligation	Key Consideration Under 2026 Reform
Strategic corporate acquirer	Notify if both worldwide and French thresholds are met at group level	Aggregate turnover across all subsidiaries; higher thresholds may remove obligation for mid‑market targets
PE fund / financial sponsor	Aggregate French turnover of all portfolio companies within the fund’s group	Funds with French portfolio turnover between €50m and €80m are the primary beneficiaries of the reform
Joint venture formation	Notify if the JV constitutes a full‑function concentration and thresholds are met	Assess turnover of each parent separately; the JV itself may have no prior turnover

Conclusion and Next Steps

The 2026 reform to the french merger control thresholds represents the most significant adjustment to France’s merger review framework in over twenty years. For acquirers, sponsors and their advisers managing cross‑border M&A in France, the immediate priorities are clear: reassess every live and pipeline transaction against the new figures, update deal documentation to reflect the reformed thresholds and their transitional application, and recalibrate multi‑jurisdictional filing strategies accordingly. Practitioners handling deals across multiple European jurisdictions, including Germany and Hong Kong, should ensure that their threshold analysis accounts for the divergent national frameworks that continue to operate alongside the EU Merger Regulation.

Last updated: 12 May 2026. Practitioners should verify the final publication date and effective date of the Simplification Bill in the Journal Officiel and consult the Autorité de la concurrence’s website for any updated guidance before relying on this analysis for specific transactions.

Need Legal Advice?

This article was produced by Global Law Experts. For specialist advice on this topic, contact Prof. Dr. Jochen Bauerreis at abci Avocats, a member of the Global Law Experts network.