French merger thresholds rose on 1 September 2026 to EUR 250 million combined worldwide turnover and EUR 80 million French turnover for two parties, and notifiable deals cannot close before clearance. Foreign investors in sensitive sectors need prior authorisation from the Ministry of the Economy, triggered by control or, for non-EU investors, 25% of voting rights (10% in listed companies). France has a graduated insolvency toolkit, from confidential conciliation to safeguard and receivership, with classes of affected parties for larger debtors.
Merger control after the 2026 threshold increase
Law no. 2026-403 on the simplification of economic life raised the French merger thresholds for deals notified from 1 September 2026. A deal is notifiable when combined worldwide turnover exceeds EUR 250 million and at least two parties each have French turnover above EUR 80 million, and the deal is not caught by EU merger control. Retail has lower thresholds (EUR 100 million and EUR 20 million) and overseas territories keep their own thresholds. The Autorité de la concurrence estimates that 20 to 30% of deals previously notified will drop out.
Filing is mandatory and suspensory. Completing before clearance is sanctionable, and failing to notify can cost up to 5% of French turnover. Phase 1 lasts up to 25 working days and Phase 2 up to 65 more. The Autorité is seeking a targeted call-in power for below-threshold deals, but this did not exist at the time of research.12345
Foreign investment screening by the Ministry of the Economy
The Direction générale du Trésor runs the screening regime under article L.151-3 of the Monetary and Financial Code. Authorisation is required only where three tests are all met: the investor is foreign (looking through the whole chain of control), the transaction is covered, and the French target carries on a sensitive activity linked to defence, public order and security or essential national interests. Covered transactions are acquiring control or a branch of activity (any foreign investor) and, for non-EU/EEA investors, crossing 25% of voting rights, or 10% in a listed company.
The Ministry has 30 working days for Phase I and 45 more for Phase II; silence means refusal, so closing conditions must wait for an express decision. Closing without authorisation can lead to fines of up to twice the investment, 10% of the target's turnover or EUR 5 million for a company, whichever is highest. In 2025 there were 418 filings and almost half of authorisations carried conditions. The revised EU screening regulation adopted in June 2026 is expected to require changes to French rules before the end of 2026.678910
Restructuring and insolvency procedures
French law rewards early action. Before cessation of payments, or within 45 days of it, a company can use conciliation: a confidential negotiation led by a court-appointed conciliator for up to 4 months, extendable to 5. The agreement can be recorded confidentially or approved by judgment, which gives stronger protection but is made public.
Safeguard is a court procedure for a company in difficulty that is not yet in cessation of payments. It gives an observation period of 6 months renewable once and a plan of up to 10 years. Classes of affected parties are mandatory for debtors with more than 250 employees and over EUR 20 million net turnover, or over EUR 40 million net turnover. Once in cessation of payments, management must file within 45 days for receivership (redressement judiciaire) or liquidation; receivership can last up to 18 months and end in a continuation plan, a sale of the business or liquidation. In 12 pilot cities, including Paris, Lyon and Marseille, these cases go to the new tribunaux des activités économiques.11121314
| Regime | Authority | Trigger | Timing | Sanction for breach |
|---|---|---|---|---|
| Merger control (general) | Autorité de la concurrence | Worldwide turnover above EUR 250m and two parties each above EUR 80m in France | Phase 1 up to 25 working days; Phase 2 up to 65 more | Up to 5% of French turnover for failure to notify |
| Merger control (retail) | Autorité de la concurrence | Worldwide above EUR 100m and two retail parties each above EUR 20m in France | As above | As above |
| Foreign investment screening | Ministry of the Economy (DG Trésor) | Control or branch of activity (any foreign investor); 25% voting rights, or 10% if listed (non-EU/EEA investors); sensitive activity | Phase I 30 working days; Phase II 45 more; silence means refusal | Highest of 2x investment, 10% of target turnover or EUR 5m (company) |
How it works, step by step
- Test turnover against the French thresholds applicable from 1 September 2026 and check EU jurisdiction first12Autorité de la concurrence
- Test the target's activities and the investor's chain of control against the screening criteria67Direction générale du Trésor
- File the screening application with the EU notification form and wait for an express decision8Direction générale du Trésor
- Notify the merger and do not close until clearance45Autorité de la concurrence
No timings or fees are shown unless an official source states them.
Documents usually needed
- Turnover calculations for each party (worldwide and French, excluding tax)
- Structure chart showing the investor's full chain of control
- Description of the French target's activities mapped to the sensitive-sector list
- Foreign investment authorisation application and EU cooperation notification form (in English)
- Merger notification form and supporting market data
Common mistakes
- Applying the pre-September 2026 thresholds (EUR 150 million and EUR 50 million) and filing unnecessarily, or relying on them for timing.
- Signing with a long-stop date that does not allow for 75 working days of screening plus merger review.
- Assuming EU investors are outside screening: control acquisitions are screened whatever the investor's origin.
- Treating ministerial silence as approval; under French screening rules it means refusal.
- Waiting until cessation of payments before seeking conciliation, which closes off the confidential route after 45 days.
When the business crosses borders
- Deals above EU Merger Regulation thresholds are reviewed in Brussels instead of Paris; French thresholds apply only where the EU does not have jurisdiction.
- Every French screening filing involving a non-EU entity in the control chain is shared with the EU cooperation network under Regulation 2019/452.
- The revised EU screening regulation adopted in June 2026 is expected to change French rules by the end of 2026; check the current position before signing.
- French safeguard and receivership proceedings opened at the debtor's centre of main interests in France are recognised across the EU under the EU insolvency regulation.
Questions businesses ask
What are the French merger control thresholds now?
For deals notified from 1 September 2026: combined worldwide turnover above EUR 250 million and at least two parties each with French turnover above EUR 80 million. Retail: EUR 100 million and EUR 20 million.123
Does a minority stake trigger French foreign investment screening?
For non-EU/EEA investors, yes if it crosses 25% of voting rights, or 10% in a listed company, and the target has a sensitive activity. Acquiring control is caught for all foreign investors.7
What happens if the Ministry does not reply in time?
The application is deemed rejected. Phase I runs 30 working days and Phase II 45 more from a complete file.8
What this guide does not yet confirm
These points need checking with a qualified local professional in France before you rely on them.
- Takeover rules (AMF mandatory offer threshold, squeeze-out) were not confirmed on an official page.
- Full list of sensitive sectors for screening and the changes France will make to implement the revised EU screening regulation were not reviewed.
- Accelerated safeguard and judicial liquidation conditions, and cross-class cram-down mechanics, were not confirmed in detail.
- Overseas-territory merger thresholds were not confirmed.
- Whether the Autorité de la concurrence has obtained a call-in power for below-threshold deals after April 2026 was not confirmed.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
A merger must be notified to the Autorité de la concurrence when the parties' combined worldwide turnover exceeds EUR 250 million, at least two parties each have French turnover above EUR 80 million, and the deal does not fall under EU merger control. Turnover excluding tax. Separate, lower thresholds apply to retail and to French overseas territories. Thresholds apply to deals notified from 1 September 2026 (previously EUR 150 million and EUR 50 million).
Law no. 2026-403 on the simplification of economic life (article 24) amended article L.430-2 of the Commercial Code to raise the merger thresholds, and the new thresholds apply to deals notified from 1 September 2026; deals properly notified before that date stay under the old regime. A notified deal still under review on 1 September 2026 could be withdrawn by the notifying party; withdrawal after early implementation can expose the party to penalties under article L.430-8 II.
For retail, the revised thresholds are combined worldwide turnover above EUR 100 million and French retail turnover above EUR 20 million for at least two parties operating retail stores (previously EUR 75 million and EUR 15 million). Overseas-territory thresholds were not changed.
Press release of 16 April 2026; it estimates that 20 to 30% of previously notified deals no longer need notification. A targeted call-in power for below-threshold deals was being sought but had not been introduced.
A notifiable merger cannot be completed before the Autorité de la concurrence's decision; failure to notify can lead to a fine of up to 5% of the company's French turnover. Gun-jumping (early completion) is separately sanctionable.
Phase 1 merger review lasts at most 25 working days; if serious doubts remain, a Phase 2 review adds up to 65 working days. Time runs from a complete notification; remedies and suspensions can extend the timetable.
Foreign investments in sensitive sectors require prior authorisation from the Minister for the Economy under article L.151-3 of the Monetary and Financial Code, and authorisation is needed only if the investor, the type of transaction and the target's activity all meet the criteria. Sensitive activities cover national defence, public order and security, and activities essential to the country's interests, as listed in article R.151-3. Handled by the Direction générale du Trésor.
Screened transactions are acquiring control of a French entity, acquiring all or part of a branch of activity of a French entity, and, for investors from outside the EU and EEA only, crossing 25% of voting rights in a French entity or 10% of voting rights in a French company listed on a regulated market. Every person and entity in the investor's chain of control counts as an investor, including French nationals not tax-resident in France and French entities controlled by foreign persons (article R.151-1).
Page dated 30 December 2024.
The Ministry has 30 working days from a complete file to decide (Phase I) and a further 45 working days if a Phase II review is opened; no response within the deadline means the application is deemed rejected. Non-EU investors must also attach the EU cooperation-mechanism notification form (in English); the EU mechanism does not extend the national timetable.
Completing a screened investment without authorisation can lead to a fine of up to the highest of twice the irregular investment, 10% of the target's turnover, or EUR 5 million for a legal entity (EUR 1 million for an individual). The Minister also has police powers, including orders to file or to restore the previous situation.
In 2025 the French screening authority received 418 filings and granted 167 authorisations, 49% of them with conditions; the revised EU foreign investment screening regulation adopted in June 2026 will require adjustments to French rules before the end of 2026. Annual activity report for 2025.
Safeguard proceedings (sauvegarde) are available to a company facing legal, economic or financial difficulties that is not in cessation of payments; the observation period is 6 months renewable once for up to 6 months, and the safeguard plan can last up to 10 years. Commercial and craft businesses go to the commercial court or, in the 12 pilot cities, the tribunal des activités économiques; liberal professions go to the judicial court or the TAE.
Page verified 1 January 2025. Code de commerce articles L.620-1 and following.
Classes of affected parties must be formed in safeguard where the debtor has more than 250 employees and net turnover above EUR 20 million, or net turnover above EUR 40 million; smaller debtors can ask the court to allow classes. Applies to safeguard; the page sets the size criteria. How classes vote and cross-class cram-down operate was not confirmed on this page.
A company in cessation of payments must apply for receivership (redressement judiciaire) or liquidation no later than 45 days after cessation of payments, unless a conciliation is under way; the receivership observation period can reach 18 months and the continuation plan can last up to 10 years. Receivership may also be requested by a creditor or the public prosecutor. Outcomes are closure, a continuation plan, a sale of all or part of the business, or liquidation.
Page verified 1 January 2025.
Conciliation is a confidential, court-supervised negotiation open to companies with existing or foreseeable difficulties that are not in cessation of payments or have been for less than 45 days; the conciliator's mission lasts up to 4 months, extendable to 5 months in total. An agreement can be recorded (constatation, stays confidential) or approved by judgment (homologation, which ends confidentiality as to the fact of approval).
Questions on this topic
14 statements on deals, merger control, investment screening and restructuring in France
