Merger Control Law in China: AML Governance, SAMR Regulations, and Strict Guidelines

China’s merger control regime, governed by the Anti-Monopoly Law (AML), has tightened its requirements for businesses undergoing corporate consolidations, according to a guide published by The Global Legal Post. The State Administration for Market Regulation (SAMR) oversees the enforcement of these rules, which include strict standstill obligations and turnover-based thresholds for transaction reporting.

Regulatory Framework and Key Provisions

The AML, enacted in 2008 and amended in 2022, forms the foundation of China’s merger control system. Under the law, companies must notify SAMR of mergers, acquisitions, or joint ventures that meet specific turnover thresholds before completing the transaction. According to The Global Legal Post, the regulatory framework prioritizes preventing anti-competitive practices and maintaining market fairness.

SAMR, the country’s primary market regulator, administers the merger control regime and issues guidelines to clarify compliance requirements. The agency’s 2023 updated guidelines emphasize the importance of “standstill obligations,” which require parties to refrain from implementing a transaction until approval is granted. Failure to adhere to these obligations can result in penalties, including fines and forced divestitures, the report noted.

Turnover-Based Thresholds and Enforcement

The merger control rules apply to transactions where the combined worldwide turnover of the involved parties exceeds 10 billion yuan (approximately $1.4 billion) and the turnover within China exceeds 4 billion yuan (about $560 million). Additionally, if the transaction results in a combined Chinese turnover of more than 1 billion yuan (roughly $140 million) and the transaction’s value surpasses 200 million yuan (around $28 million), the deal must be reported, The Global Legal Post stated.

Enforcement of these thresholds has become more stringent in recent years. A 2024 analysis by the Chinese Academy of Social Sciences found that SAMR increased its scrutiny of cross-border transactions, particularly in technology and financial sectors. The report highlighted that the agency has also expanded its use of “vertical merger” reviews to address potential market dominance in supply chains.

Implications for Businesses

For multinational corporations operating in China, the updated merger control regime necessitates careful planning. Companies must conduct thorough pre-merger assessments to determine whether their transactions trigger reporting obligations. Legal experts cited in The Global Legal Post advised firms to engage early with SAMR to avoid delays and ensure compliance.

The standstill obligations, in particular, have raised concerns among businesses. A 2025 survey by the American Chamber of Commerce in China found that 68% of respondents viewed the rules as a barrier to timely deal closures. However, SAMR has stated that these measures are essential to prevent “unfair competition and market distortion,” according to a statement released in March 2026.

Comparative Context and Global Trends

China’s merger control framework aligns with global trends but includes unique aspects. Unlike the European Union’s stricter merger notification thresholds, China’s rules rely heavily on turnover metrics. In the United States, the Federal Trade Commission (FTC) and Department of Justice (DOJ) use a combination of revenue and market share criteria, according to a 2025 report by the International Competition Network.

Recent years have seen increased coordination between SAMR and foreign regulators. A 2026 agreement between China and the European Union outlined joint efforts to streamline cross-border merger reviews, though details remain limited. This collaboration reflects broader global efforts to address the complexities of international commerce, as noted in a 2025 study by the Organisation for Economic Co-operation and Development (OECD).