€150M
Combined worldwide turnover threshold in the standard (non-retail) regime: if the parties' total global turnover does not exceed this, French merger control does not apply.
€50M
Individual French turnover threshold in the standard regime: at least two parties must each individually exceed this amount in France for notification to be required.
Mutual exclusion
National French control is inapplicable whenever the transaction falls within EU merger control jurisdiction — the two regimes are mutually exclusive with no overlap.

The Priority Check: EU Jurisdiction First

Before assessing whether French national thresholds are met, the question of EU jurisdiction must be resolved. French merger control applies only to transactions that do not fall within the scope of EU merger control under Regulation 139/2004 (Art. L 430-2, IV). The two regimes are mutually exclusive: a transaction with EU dimension is not subject to French national control, unless the European Commission has decided to refer control of the operation to the Autorité de la concurrence. The mutual exclusivity principle is designed to avoid double review of the same transaction.

The Standard Thresholds

For most transactions, the standard thresholds of Art. L 430-2, I apply. Two conditions must both be satisfied (in addition to the EU-exclusion prerequisite):

Standard Threshold 1 > €150M Combined Worldwide Turnover

The combined total worldwide pre-tax turnover of all parties to the concentration must exceed €150 million.

This aggregate threshold uses the full group turnover of all parties, not merely the entities directly involved in the transaction.

Standard Threshold 2 > €50M Individual French Turnover

At least two of the parties to the concentration must each individually have pre-tax turnover in France exceeding €50 million.

The "at least two" requirement ensures that transactions involving only one significant French market player are not caught when all others are negligible.

EU Exclusion ✓ Not an EU-Dimension Transaction

The operation must not fall within the competence of the European Union under Regulation 139/2004. If EU thresholds are met, French national control is inapplicable even if French national thresholds would also be met.

The Lower Thresholds: Retail and Overseas Territories

Retail Sector (Art. L 430-2, II)

Transactions in the retail sector are subject to lower thresholds (LD-AdIC §§ 99–107). The retail threshold applies where at least two parties to the concentration operate one or more retail stores. When this condition is met, the two applicable thresholds are:

  • Combined total worldwide pre-tax turnover of all parties > €75 million
  • Total pre-tax turnover generated in France in the retail sector by at least two of the parties > €15 million (or > €5 million in overseas departments and communities)
Regime Basis Worldwide combined turnover French individual turnover (at least 2 parties)
StandardArt. L 430-2, I> €150 M (total)> €50 M each (in France, any sector)
RetailArt. L 430-2, II> €75 M (total)> €15 M each (in France, retail only) or > €5 M in DOM/COM
DOM/COM (non-retail)Art. L 430-2, III> €75 M (total)> €15 M each (in the relevant DOM/COM)
Standard Regime — Art. L 430-2, I
Worldwide combined> €150 M (total of all parties)
French individual (≥2 parties)> €50 M each in France, any sector
Retail Regime — Art. L 430-2, II
Worldwide combined> €75 M (total)
French individual (≥2 parties)> €15 M each in France (retail) — or > €5 M in DOM/COM
DOM/COM Non-Retail — Art. L 430-2, III
Worldwide combined> €75 M (total)
DOM/COM individual (≥2 parties)> €15 M each in the relevant DOM/COM

The notion of retail commerce for these purposes is defined by reference to the rules applicable for commercial land planning: more than half of the turnover must come from "the sale of goods to consumers for domestic use", including second-hand goods. Service activities that are artisanal in nature are assimilated to retail (dry-cleaning, hairdressing, shoe-repair, photography, vehicle maintenance), but intellectually or immaterially characterised services are always excluded (banking, insurance, travel agencies), as are equipment rental and restaurant businesses. The retail threshold only applies to businesses operating at least one physical retail store in France: pure e-commerce operators and businesses with stores only abroad are excluded.

Overseas Departments and Communities (Art. L 430-2, III)

For transactions in the DOM (départements d'outre-mer: Martinique, Guadeloupe, La Réunion, Guyane, Mayotte), the islands of Wallis-et-Futuna, and the COM (collectivités d'outre-mer): Saint-Pierre-et-Miquelon, Saint-Martin, and Saint-Barthélemy, lower thresholds apply:

  • Combined worldwide pre-tax turnover > €75 million
  • Total pre-tax turnover in at least one of the concerned DOM/COM by at least two parties > €15 million (or > €5 million in retail)

Each DOM/COM is assessed separately: a business with €8 million in La Réunion and €8 million in Saint-Barthélemy does not exceed the €15 million threshold in either territory individually.

Nouvelle-Calédonie and Polynésie Française: Separate Local Regimes

Turnover generated in Nouvelle-Calédonie and Polynésie française is expressly excluded from the French national threshold calculation (Arts. L 930-1 and L 940-1 C. com.). These two territories have their own competition laws and their own merger control regimes: Nouvelle-Calédonie under its loi du pays 2013-2 du 24 October 2013 (administered since 1 March 2018 by the Autorité de la concurrence de la Nouvelle-Calédonie); Polynésie française under its loi du pays 2014-15 du 25 June 2014 (administered by the Autorité polynésienne de la concurrence).

How Turnover Is Calculated

The turnover calculation follows the same rules as EU merger control, incorporating Art. 5 of Regulation 139/2004 by reference (Art. L 430-2, V; LD-AdIC §§ 110 et seq.). The purpose is to measure the real economic weight of each enterprise involved in the transaction, including all entities within the same economic group.

Key Turnover Calculation Rules (LD-AdIC §§ 110–137)
▶ Reference period: the last complete accounting year preceding the operation, adjusted if necessary for permanent scope changes that occurred since the close of that year, even if the accounts have not yet been certified (LD-AdIC § 128). A subsidiary disposal can reduce the relevant turnover; a major contract's termination as a condition precedent to the transaction can also affect the target's qualifying turnover.
▶ Extrapolation for incomplete accounting years: where an enterprise has not completed a full accounting year, the Autorité may extrapolate the turnover over 12 months. This extrapolation can push a transaction over the thresholds: in Aut. conc., n° 09-DCC-45 du 28 Sept 2009 (TEXELIX/REEL), €32.4 M over 7 months was extrapolated to €51.8 M estimated for the full year — crossing the €50 M threshold.
▶ Signed but uncompleted asset sales: where asset disposal agreements have been signed but not yet completed, these are not taken into account unless the disposal is a condition precedent to the notified operation.
▶ Internal (intra-group) turnover: turnover from transactions between a parent company and its subsidiaries is excluded — to avoid double-counting group-wide activity. However, when only part of an economic entity is being sold, the exclusion of internal turnover between the acquired part and the seller could prevent any meaningful economic weight assessment. In such cases, the internal turnover is included: Aut. conc., n° 11-DCC-214 du 29 Dec 2011 (G3S/Alyzia), where a subsidiary realised more than two-thirds of its turnover with its parent.
▶ Geographic allocation: turnover is allocated to the territory where competition occurs — typically where the customer is located: the place of service delivery or goods delivery (not the invoicing address). The fact that a transaction occurs outside France or that the enterprises have no assets in France does not affect applicability: it is sufficient that the enterprises generate French turnover above the thresholds, even without any physical presence — Aut. conc., n° 12-DCC-83, 13 June 2012 (three German dairy cooperatives): merger subject to French control because of >€50 M French revenue through jointly held French subsidiary.
▶ Group-wide consolidation: the turnover of the enterprise concerned includes the turnover of all entities over which it holds >50% of capital or voting rights, the power to appoint more than half of the board, or the right to manage the enterprise. This comprehensive group-level calculation is intended to capture the full economic power of each party, not just the entities directly involved in the transaction structure.
▶ Public enterprises: for state-owned entities, only the enterprises forming an economic group with the same autonomous decision-making power are included. The identification of the relevant autonomous decision-making entity uses the faisceau d'indices method (governance structure, shareholder agreements, common directors, management of shareholdings, communication of strategic information, competitive behaviour history): Commission européenne, 12 Nov 2009, aff. M.5449 (EDF/Segebel); Aut. conc., n° 11-DCC-32 du 22 Feb 2011 (CDC/État français/La Poste).

The Relevance of Thresholds: The Zero-Revenue Problem

In a communiqué of 7 June 2018, the Autorité de la concurrence identified a structural limitation of the threshold system: in innovative sectors (digital, biotechnology, pharmaceuticals), transactions raising significant competition concerns can escape merger control because the acquired enterprise has little or no turnover, even when its market valuation is enormous. The Autorité recommended introducing a mechanism allowing it to review, on its own initiative, a limited number of transactions that escape the turnover thresholds — as Sweden, the UK, and the US have done. It also raised concerns about structurally concentrated local markets (such as Corsica) where below-threshold transactions create dominant positions.

As of January 2024, the president of the Autorité announced that the Autorité is examining the opportunity of updating the standard thresholds to reflect economic changes since 2004 (standard thresholds) and since 2008 (retail thresholds), with a view to both simplification and continued relevance of merger review.

The Art. 22 Route: Below-Threshold Referrals to the European Commission

A development not yet resolved at the time of the LD-AdIC 2020 update, but relevant to the zero-revenue problem: the European Commission's evolving practice on Art. 22 referrals (under which national authorities can ask the Commission to review transactions that do not themselves meet EU thresholds) has created a potential route for below-threshold digital and pharmaceutical transactions to receive EU-level scrutiny. This interplay between the French and EU regimes is addressed in article 8 of this series.

Practical Guidance on the French Merger Control Threshold Analysis
Always check EU jurisdiction first. If EU thresholds are met, French control does not apply (except via a Commission referral back to France). Starting with French thresholds before ruling out EU jurisdiction risks a fundamental error in the analysis.
Use group-wide consolidated turnover for all parties, not merely the entities directly signing the transaction documents. The Autorité looks at the full economic power of each group, including subsidiaries in which the party holds >50% of capital or voting rights or has equivalent powers.
The reference period is the last complete accounting year. But adjust for permanent scope changes since that year-end, even if accounts are uncertified. A recent major disposal or acquisition that permanently changed the group perimeter must be reflected.
Extrapolate if a party has not completed a full year. The Autorité will do this itself if necessary — and the extrapolation may unexpectedly push the transaction above thresholds, as the TEXELIX/REEL case shows.
Geographic allocation is where the customer is, not where the invoice goes. A transaction between two non-French groups with French customers will be subject to French control if the French customer turnover figures cross the thresholds — even with no French assets or offices.
For partial asset sales, include the internal turnover between the acquired business unit and its seller when that internal turnover represents a large proportion of the unit's total activity — otherwise the calculation understates its real economic weight.
The retail threshold is available only where at least two parties operate a physical store in France. Pure digital retailers and businesses with overseas stores only are outside the retail threshold regime and assessed under the standard thresholds.
For serial acquirers (private equity funds, major retail operators), the Autorité permits a "common trunk" of general information to be lodged once after annual accounts close and then supplemented with transaction-specific information for each individual notification — a practical efficiency for high-volume operators.
Assessing Whether a Transaction Requires French Merger Filing?

The threshold analysis requires precise turnover data, careful geographic allocation, and an understanding of which group entities to consolidate. Our series covers every element of the French and EU merger control frameworks, from the definition of a concentration through to the substantive assessment of competitive effects.

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This article is for general information and educational purposes only. It does not constitute legal advice. References to the Lignes Directrices of the Autorité de la concurrence (LD-AdIC, July 2020) and to the January 2024 statements by the president of the Autorité reflect the sources available as at the date of publication. Thresholds and interpretive guidance may be updated. Always seek qualified legal advice for your specific transaction.