What Are the Thresholds for Merger in France (2026): €250m Worldwide, €80m French Turnover

Understanding what are the thresholds for merger in France is now an urgent compliance question for every deal team with French-nexus transactions. On 26 May 2026, France enacted the Economic Life Simplification Law (LOI n° 2026-403), which raises the general merger control notification thresholds to €250 million in combined worldwide turnover and €80 million in French turnover for at least two parties. These revised French merger control thresholds take effect on 1 September 2026, giving transactional teams a narrow window to re-run filing analyses, update closing timelines, and confirm whether pending or planned deals still trigger a mandatory notification to the Autorité de la concurrence.

The increase in French merger control thresholds also extends to the retail sector, with new figures of €100 million and €20 million respectively, while special lower thresholds for overseas départements remain unchanged.

Quick Answer, What Are the Thresholds for Merger in France and When Do They Apply?

From 1 September 2026, a merger notification to the Autorité de la concurrence is required when both of the following conditions are met: the parties’ combined worldwide turnover (excluding tax) exceeds €250 million, and at least two of the parties each generate more than €80 million in turnover within France. For transactions involving retail-store operators, reduced thresholds apply: €100 million combined worldwide and €20 million in France for at least two parties. Transactions notified before 1 September 2026 continue to be assessed under the previous thresholds. Any deal team currently in diligence or approaching signing should immediately re-test its turnover calculations against the new figures.

At a Glance, French Merger Control Thresholds: Previous vs New

The table below summarises the increase in French merger control thresholds introduced by Article 8 of the Economic Life Simplification Law. All figures are exclusive of tax and represent the most recently completed fiscal year.

The retention of lower thresholds for overseas départements reflects the structural characteristics of those markets, where smaller transaction sizes can still produce significant competitive effects. Deal teams should separately verify whether their transaction touches those territories.

Why the Change, Legislative Background

The threshold revision was introduced through Article 8 of the Economic Life Simplification Bill (Loi de simplification de la vie économique), which received final parliamentary adoption and was promulgated as LOI n° 2026-403 on 26 May 2026. The law was published in the Journal Officiel de la République Française (JORF) and amends the relevant provisions of the Code de commerce governing merger control notification obligations.

The Autorité de la concurrence welcomed the reform, noting that the previous thresholds, set at €150 million worldwide and €50 million in France, had remained unchanged for over two decades despite significant inflation and growth in transaction values. The increase aligns French thresholds more closely with economic reality and is intended to focus the Autorité’s resources on transactions that present genuine competitive concerns, while relieving smaller deals of regulatory burden.

Statutory Citation and Transitional Text

The amended thresholds are codified in the Code de commerce. The law specifies a deferred effective date of 1 September 2026, meaning that only concentrations notified on or after that date are subject to the new figures. Transactions for which a complete notification was filed before 1 September 2026 continue to be assessed under the previous thresholds, even if the Autorité’s review extends beyond that date. The Autorité’s FAQ on notification thresholds provides further guidance on the transitional arrangements.

Is My Deal Caught? Decision Tree and Worked Examples

Determining whether a transaction triggers merger notification in France 2026 requires a structured turnover analysis. The following decision tree applies to concentrations notified on or after 1 September 2026.

1. Step 1, Identify the concentration. Confirm that the transaction constitutes a “concentration” within the meaning of the Code de commerce (mergers, acquisitions of control, creation of full-function joint ventures).
2. Step 2, Calculate combined worldwide turnover. Aggregate the total worldwide turnover (excluding tax) of all parties to the concentration. If the combined figure is below €250 million, no French filing is required (unless retail thresholds apply, see below).
3. Step 3, Test individual French turnover. For each party, calculate turnover generated in France. If at least two parties each exceed €80 million in French turnover, proceed to Step 4.
4. Step 4, Check for EU-level jurisdiction. If the transaction also meets EU Merger Regulation thresholds, the European Commission has exclusive jurisdiction and no French filing is needed (unless the case is referred back to France).
5. Step 5, File with the Autorité de la concurrence. If Steps 1–3 are satisfied and the transaction does not fall within exclusive EU jurisdiction, a mandatory pre-closing notification must be made.

How to Calculate Turnover

French turnover is calculated on a group-wide basis: for corporate acquirers, this means the consolidated turnover of the entire group to which the acquiring entity belongs, not merely the turnover of the subsidiary making the acquisition. Turnover is allocated to France based on the location of the customer, not the place of invoicing or the seller’s registered office. For financial institutions, insurance undertakings, and certain other sectors, specific calculation methodologies set out in the Autorité’s merger control guidelines apply.

Worked Example A, Domestic Target, Foreign Buyer

A German industrial group (worldwide turnover: €3 billion; French turnover: €120 million) acquires a French manufacturing company (worldwide turnover: €200 million; French turnover: €190 million). Combined worldwide turnover is €3.2 billion, well above €250 million. Two parties each exceed €80 million in French turnover. Result: French notification required (assuming no EU-level jurisdiction).

Worked Example B, Foreign-to-Foreign with French Nexus

A US technology company (worldwide turnover: €8 billion; French turnover: €95 million) acquires a Japanese software firm (worldwide turnover: €400 million; French turnover: €85 million). Although both acquirer and target are headquartered outside France, their respective French turnovers exceed €80 million, and combined worldwide turnover far exceeds €250 million. Result: French notification required. A cross-border M&A transaction is one where the buyer and/or target operate across multiple jurisdictions, and France applies its thresholds based on turnover in France, regardless of where the parties are incorporated.

Worked Example C, Multiple Small Parties (Below New Thresholds)

A Belgian logistics company (worldwide turnover: €180 million; French turnover: €60 million) acquires a Dutch competitor (worldwide turnover: €70 million; French turnover: €45 million). Combined worldwide turnover is €250 million, meeting the first limb. However, only one party exceeds €80 million in French turnover. Result: No French notification required under the new thresholds. Under the pre-2026 thresholds (€50 million), this deal would have been notifiable. This example illustrates the practical effect of the increase in French merger control thresholds.

Retail Sector Special Rules, Thresholds and Practical Examples

French merger control has long applied lower notification thresholds to transactions involving undertakings that operate retail stores (commerces de détail). The retail sector thresholds in France exist because retail concentrations, even at relatively modest turnover levels, can significantly affect competition in local catchment areas where consumers have limited alternatives.

From 1 September 2026, the retail sector thresholds increase from €75 million / €15 million to €100 million combined worldwide and €20 million in France for at least two parties. The retail thresholds apply whenever at least one of the parties to the concentration operates one or more retail stores in France. According to the Autorité’s FAQ on notification thresholds, a “retail store” includes physical points of sale open to the public; purely online-only retailers do not by themselves trigger the retail-specific thresholds, but a transaction combining an online retailer with a physical-store operator may do so.

Retail Worked Example

A French supermarket chain (worldwide turnover: €90 million; French turnover: €85 million) acquires a regional competitor operating 12 stores (worldwide turnover: €25 million; French turnover: €22 million). Combined worldwide turnover is €115 million, above the retail €100 million threshold. Both parties exceed €20 million in French turnover. Result: French notification required under the retail-specific thresholds. Note that under the general thresholds (€250 million / €80 million), this transaction would not be notifiable, highlighting the importance of checking whether the retail rules apply to your deal.

Filing Mechanics: Timing, Forms and Transitional Rules for Merger Notification France 2026

French merger control operates as a mandatory, suspensory, pre-closing regime. The parties may not implement a concentration before the Autorité has cleared the transaction (or the applicable review period has expired without a decision). Implementing a notifiable concentration without clearance, so-called “gun-jumping”, can result in fines and the transaction may be unwound.

Pre-Notification and Review Timeline

Transitional Rules

The Autorité has confirmed that the new merger control thresholds France 2026 apply to concentrations notified on or after 1 September 2026. Transactions for which a complete notification was filed before that date remain subject to the previous thresholds. Deal teams should carefully document their filing date to confirm which regime applies. Where a transaction is signed before 1 September but notification is planned for after that date, the new thresholds will govern.

Key Filing Documents

• Notification form. The Autorité’s standard notification form, accompanied by a detailed description of the transaction, the parties, and affected markets.
• Turnover schedules. Audited or certified turnover figures for each party, broken down by France, the EU, and worldwide.
• Market share data. Estimates of market shares on all affected horizontal and vertical markets in France.
• Transaction documents. Copies of the SPA, shareholders’ agreement, and any ancillary agreements.
• Internal documents. Board presentations, strategy papers, and competition analyses prepared in connection with the transaction.

Foreign Authorities and Cross-Jurisdiction Interaction (EU / UK / US)

For cross-border M&A transactions, the French merger control analysis does not operate in isolation. The EU Merger Regulation (Council Regulation (EC) No 139/2004) establishes a “one-stop-shop” principle: if a concentration has a Community dimension, the European Commission has exclusive jurisdiction and no parallel national filing in France is required, unless the case is referred back to France under Article 9 or Article 4(4).

The following comparative table shows the key thresholds across France, the EU, and the UK to help deal teams identify which filings are triggered:

Industry observers expect that, despite France raising its merger control thresholds, the majority of large cross-border transactions will continue to be caught by either the French or EU regimes. However, the practical effect of the threshold increase will be most noticeable for mid-market deals, particularly those in the €150–250 million combined worldwide turnover range, which may now fall below the French notification trigger. Coordinating multi-jurisdictional filings remains essential: timing mismatches between French, EU, and UK reviews can delay closing and create deal-execution risk.

Practical Takeaways for M&A Teams, Compliance Checklist

The following ten-point checklist provides immediate actions for deal teams and counsel working on transactions that may require merger notification France 2026 analysis:

1. Re-run turnover calculations for all pending and pipeline transactions against the new €250 million / €80 million thresholds.
2. Test retail applicability, confirm whether any party operates physical retail stores in France, triggering the lower €100 million / €20 million retail sector thresholds.
3. Confirm the notification date, if filing on or after 1 September 2026, the new thresholds apply; filings before that date remain under the old regime.
4. Update SPA conditionality language to reflect revised thresholds and ensure long-stop dates accommodate the 1 September transition.
5. Verify group-wide consolidation, French turnover is calculated at the group level, not the entity level.
6. Check for EU-level jurisdiction, if the EU Merger Regulation applies, no parallel French filing is needed (absent a referral).
7. Coordinate multi-jurisdictional filings in France, the EU, the UK, the US, and other relevant authorities to align review timelines.
8. Engage pre-notification contacts with the Autorité early for complex transactions or those close to the threshold boundary.
9. Prepare turnover schedules using audited figures, allocated to France based on customer location.
10. Appoint specialist French merger control counsel, the GLE lawyer directory connects deal teams with experienced cross-border M&A practitioners.

Conclusion and Next Steps

The 1 September 2026 effective date for France’s revised merger control thresholds creates an immediate compliance obligation for every active or planned transaction with a French dimension. Understanding what are the thresholds for merger in France under the new regime, €250 million worldwide and €80 million French turnover for general transactions, €100 million and €20 million for retail, is the essential first step. Deal teams should take two immediate actions: re-run turnover analyses for all pipeline transactions against the new figures, and confirm whether the notification date falls before or after 1 September to determine which threshold regime applies.

Early engagement with specialist cross-border M&A counsel and, where appropriate, pre-notification contact with the Autorité de la concurrence, will help ensure filing obligations are met without disrupting deal timetables.

Sources

1. Autorité de la concurrence, Press Release on Adoption of Economic Life Simplification Bill
2. Legifrance, LOI n° 2026-403 du 26 mai 2026 (Economic Life Simplification Law)
3. Journal Officiel (JORF), Published Entry
4. Autorité de la concurrence, FAQ on Notification Thresholds (PDF)
5. Autorité de la concurrence, Merger Control Guidelines
6. European Commission, Merger Control Procedures