Step‑by‑step Guide, How to Notify a Merger in France (2026 Update)

Last reviewed: 14 June 2026

Any acquisition of control, asset transfer, leveraged buyout or full‑function joint venture that meets France’s turnover thresholds must be notified to the Autorité de la concurrence before the parties may close. This guide explains, step by step, how to notify a merger in France in 2026, covering eligibility checks, the filing procedure, required documents, realistic timelines, costs and the critical gun‑jumping risks that deal teams must manage. It is written for corporate counsel, private‑equity sponsors, buyers, sellers and M&A project leads who need a single, practical playbook rather than a patchwork of firm alerts.

Importantly, Loi n° 2026‑403 du 26 mai 2026 (the Economic Life Simplification Bill) raises the notification thresholds 2026 France with effect from 1 September 2026, so every live or planned deal should be re‑assessed against the new numbers.

Overview of the French Merger‑Control Process and Who It Applies To

France operates a mandatory, suspensory merger‑control regime. Under Articles L. 430‑1 to L. 430‑10 of the Code de commerce, a concentration must be notified to the Autorité de la concurrence before it is implemented whenever the parties’ combined turnover exceeds defined thresholds. The obligation applies regardless of the nationality or place of incorporation of the parties: what matters is the level of turnover generated in France.

A “concentration” for these purposes covers any transaction that confers lasting control over one or more undertakings. This includes share acquisitions, asset purchases, mergers, leveraged buyouts, and the creation of full‑function joint ventures. The Autorité can issue one of three outcomes: unconditional clearance, clearance subject to commitments (remedies), or, in rare cases, prohibition.

When determining whether a notification is required, deal teams must apply a two‑limb turnover test (see below). If the transaction instead falls within the scope of the EU Merger Regulation (Council Regulation (EC) No 139/2004), the filing is made to the European Commission rather than the Autorité, unless a referral is requested. This guide covers the national French procedure; practitioners should always test both jurisdictional gates before concluding where to file.

When to read this guide: if you have signed, or are about to sign, a transaction that may meet French merger control France requirements, read this guide before signing and revisit it before formal notification and closing.

Eligibility and Prerequisites, Merger Control France Requirements

The obligation to notify turns on a two‑limb turnover test set out in Article L. 430‑2 of the Code de commerce, as amended by Loi n° 2026‑403. Both limbs must be met simultaneously for a notification to be required.

Two‑Limb Threshold Test, Pre‑ and Post‑September 2026

The table below sets out the general thresholds that apply to notifications made before and on or after 1 September 2026:

Turnover is calculated on a group‑wide, consolidated basis for the last completed financial year. For groups, include the turnover of every entity over which the merging party exercises decisive influence. Only revenue from ordinary activities (net of rebates, VAT and similar taxes) counts.

Worked example: A UK private‑equity fund signs an SPA on 15 September 2026 to acquire a French industrial‑components manufacturer. The fund’s portfolio group has combined worldwide turnover of €300 million; the French target generates €90 million in France; the fund’s existing French portfolio company generates €85 million in France. Both limbs are met under the post‑1 September 2026 thresholds, so notification to the Autorité is required.

EU vs National Jurisdiction

If the parties’ turnover meets the EU Merger Regulation thresholds (combined worldwide turnover > €5 billion, or, under the alternative test, combined worldwide turnover > €2.5 billion with further member‑state limbs), the transaction falls within the Commission’s exclusive jurisdiction and should be notified in Brussels, not Paris. However, either the parties or a Member State may request a referral in either direction under Articles 4(4), 4(5), 9, or 22 of the EU Merger Regulation.

Retail Sector, Special Lower Thresholds

France applies separate, lower thresholds to transactions in the retail sector where the parties operate physical retail outlets. Where these sector‑specific rules apply, a notification may be required even if the general thresholds are not met. Deal teams in the retail, grocery or franchise sectors should verify the current retail thresholds with the Autorité’s published guidance before concluding that no filing obligation exists.

Step‑by‑Step Procedure, Merger Control Steps France

The French notification process can be broken into five principal stages. The table below summarises each step, who is responsible, and the typical duration. Detailed guidance on each stage follows.

Step 1: Prepare Internal Threshold Check and Assemble Turnover Data

Before engaging the Autorité, deal counsel and the finance team should run a formal threshold check using the parties’ most recent audited consolidated accounts. Calculate (a) combined worldwide turnover for all parties, and (b) individual French turnover for each party separately. Document the methodology and retain a turnover memorandum: the Autorité may request it during the completeness review.

At this stage, also identify the relevant product and geographic markets likely to be affected, and begin assembling competitor and customer lists, market‑share estimates and transaction documents (SPA, shareholders’ agreement, side letters).

Step 2: Pre‑Notification Contacts and E‑Filing Account Setup

Pre‑notification contacts with the Autorité’s Merger Unit are not legally mandatory but are strongly recommended, particularly for complex transactions, those raising potential competition concerns, or deals that may qualify for the simplified procedure. These contacts allow the case team to discuss the scope of the notification, identify information gaps early, and agree on market definitions.

To file electronically, the notifying party or its counsel must create an account on the Autorité’s dedicated e‑filing platform. Account requests are submitted by email to greffe.concentrations@autoritedelaconcurrence.fr. The Autorité typically activates accounts within one to three business days. All supporting documents, exhibits and the completed notification form are uploaded through this platform.

Step 3: Submit the Formal Notification

The notifying party completes the Autorité’s official notification form. The form requires a detailed description of the transaction, the parties, the affected markets, competitive overlaps, vertical relationships and any efficiency claims. Attach all supporting exhibits (see the documents table below) and a cover letter summarising the transaction.

Confidential information must be clearly flagged. The Autorité publishes a non‑confidential summary; therefore, the notifier should prepare both a confidential and a public version of the filing. The date on which the Autorité confirms that the filing is complete is treated as Day 0 for Phase I deadlines.

Step 4: Authority Review, Phase I and Phase II

Phase I lasts 25 working days from Day 0. During this period the Autorité conducts an initial competitive assessment, may issue requests for information (RFIs) to the parties or third parties, and determines whether the transaction raises serious doubts about its compatibility with competition. The majority of French merger notifications are cleared unconditionally in Phase I.

If the Autorité identifies serious competition concerns, it opens a Phase II in‑depth investigation. Phase II typically runs for 65 working days, although the clock can be paused if the parties fail to supply requested information on time, or extended if the parties offer commitments. During Phase II, the Autorité may conduct market tests, site visits and hearings.

At the conclusion of Phase II, the Autorité issues a reasoned decision: unconditional clearance, clearance with commitments, or, exceptionally, prohibition of the transaction.

Step 5: Remedies Negotiation and Closing Planning

Where the Autorité identifies competition concerns, in either Phase I or Phase II, the parties may offer commitments (structural or behavioural remedies) to secure clearance. Commitments are subject to market testing. Counsel should prepare draft commitments early if concerns are foreseeable, as the commitment timetable runs in parallel with the review clock.

Once clearance is obtained, the parties may proceed to closing. Any conditions or hold‑separate obligations attached to the clearance decision must be implemented from the outset. Failure to comply can result in penalties or revocation of clearance.

Documents Needed for a Merger Filing in France

The Autorité’s notification form must be accompanied by a comprehensive set of supporting documents. The table below lists the core documents, who prepares them, and practical formatting notes. Practitioners should cross‑reference the Autorité’s published guidance for the most current version of the form and exhibit requirements.

Practical Tips for Document Assembly

Begin assembling the filing package at signing, do not wait until closing is imminent. Prioritise the France‑specific turnover evidence and clear exhibit numbering. A well‑organised exhibit index (numbered sequentially, with cross‑references to the form) accelerates the completeness review and reduces the risk of clock suspensions. Obtain CFO sign‑off on the turnover schedule and ensure that all financial figures are reconciled to the audited accounts.

Merger Notification Timeline France, Key Deadlines

Planning the notification timeline is critical for deal certainty. The table below defines the key reference points and their practical significance for deal teams.

Worked example, mid‑market LBO timeline: A private‑equity sponsor signs an SPA on 1 October 2026. Pre‑notification contacts begin the same week; the formal filing is submitted on 20 October 2026. After a three‑day completeness check, Day 0 is confirmed as 23 October 2026. Assuming no competition concerns, Phase I clearance would be expected by approximately 27 November 2026 (25 working days later). Closing can follow immediately. If Phase II were opened, the process would extend by a further 65+ working days, potentially into March 2027.

Clock pauses are possible if the parties fail to respond to RFIs within the deadlines set by the Autorité. Deal teams should resource the response process early and assign clear internal owners for each data request to minimise the risk of delays.

Merger Filing Cost France, Fees and Budget Considerations

Understanding the full cost of a French merger notification helps deal teams budget accurately and avoid surprises during the process.

The absence of a government filing fee distinguishes France from several other major jurisdictions (Germany, for instance, charges a fee based on the parties’ combined turnover). However, the external counsel and economic‑advisor costs for a contested Phase II review can be substantial, so early engagement with specialist competition counsel is advisable.

What Changes in 2026, Notification Thresholds 2026 France

Loi n° 2026‑403 du 26 mai 2026, known as the Economic Life Simplification Bill (Loi de simplification de la vie économique), was published in the Journal Officiel on 27 May 2026. Article 8 of the law amends Article L. 430‑2 of the Code de commerce, raising the general merger‑control notification thresholds as follows:

• Combined worldwide turnover: increased from €150 million to €250 million.
• Individual French turnover (at least two parties): increased from €50 million to €80 million.

The new thresholds apply to concentrations notified to the Autorité de la concurrence on or after 1 September 2026. Transactions notified before that date remain subject to the previous thresholds, even if the Autorité’s review extends beyond 1 September. The Autorité welcomed the increase in a press release issued on the date of publication, noting that the reform aligns French thresholds more closely with the economic reality of deal sizes.

Thresholds applicable to France’s overseas territories (outre‑mer) remain unchanged. Retail‑sector thresholds should be verified separately, as they operate on a different calculation basis.

Industry observers expect the threshold increase to reduce the total number of annual notifications by a meaningful margin, freeing Autorité resources for more complex cases. For deal teams, the practical effect is that transactions between the old and new thresholds, such as acquisitions of mid‑sized French businesses with turnover between €50 million and €80 million, will no longer require notification, provided neither party independently exceeds €80 million in France.

Common Pitfalls and How to Avoid Them

• Failing to re‑check thresholds at each deal milestone. Turnover figures can change between signing, notification and closing, particularly where the transaction spans more than one financial year. Run a fresh threshold calculation at signing, immediately before filing, and at closing. Where a deal straddles the 1 September 2026 effective date, confirm which thresholds apply based on the date of formal notification.
• Gun‑jumping, implementing the deal before clearance. France’s merger‑control regime is suspensory: the parties must not close or take any integration step until the Autorité issues its clearance decision. Prohibited conduct includes transferring shares, coordinating pricing, sharing commercially sensitive information, or exercising influence over the target’s commercial strategy. Gun‑jumping can attract fines of up to 5 % of the relevant turnover in France, and the Autorité has the power to order the unwinding of steps already taken. Mitigation: put strict hold‑separate arrangements in place at signing and brief operational teams on what is and is not permitted before clearance.
• Incomplete French turnover evidence or poor document indexing. The most common cause of delay at the completeness‑check stage is missing or inconsistent turnover data for France. Assemble an audited turnover schedule early, cross‑referenced to the financial statements, and obtain CFO sign‑off before filing. Use a sequential exhibit numbering system and provide a master index to accelerate the registry’s review.
• Relying only on EU thresholds and overlooking the national test. A transaction may fall below the EU Merger Regulation thresholds but still trigger a French national filing. Always test both jurisdictional gates. Where a transaction is referable to the European Commission under the referral mechanisms, the parties should decide proactively whether a referral request is appropriate.
• Underestimating the pre‑notification phase. For transactions that raise even moderate competition concerns, pre‑notification contacts with the Autorité can take several weeks. Failing to allow sufficient time for this phase can delay the formal notification date and push back the entire deal timetable. Build at least two to four weeks of pre‑notification buffer into the SPA long‑stop date.

Conclusion

Understanding how to notify a merger in France in 2026 requires careful attention to three elements: the threshold test (now substantially raised by Loi n° 2026‑403), the procedural sequence managed by the Autorité de la concurrence, and the strict prohibition on closing before clearance. Deal teams that assemble their turnover evidence early, engage in pre‑notification contacts, and build adequate timeline buffers into the SPA will navigate the process more efficiently and reduce the risk of costly delays or sanctions. For transactions signed around the 1 September 2026 transition date, re‑checking which thresholds apply at the date of formal notification is essential. Specialist competition and M&A counsel in France can provide transaction‑specific guidance on all aspects of the merger notification process.

Sources

1. Autorité de la concurrence, Press release on the Economic Life Simplification Bill
2. Legifrance, Loi n° 2026‑403 du 26 mai 2026 (Journal Officiel)
3. Dentons, Increase in French Merger Control Thresholds (May 28, 2026)
4. Cleary Gottlieb, France Raises Merger Control Notification Thresholds (June 2026)
5. Latham & Watkins, Merger Control in France: Parliament Increases Notification Thresholds
6. UGGC Avocats, Relèvement des seuils de notification en contrôle des concentrations