Deals in Germany can need clearance from the Bundeskartellamt under turnover thresholds or a separate EUR 400 million transaction-value threshold, and from the economics ministry where a non-EU buyer acquires a stake in a sensitive business. Both regimes impose standstill obligations, so timing and conditions in the purchase agreement must reflect them. Listed targets bring the 30% mandatory-offer rule, and distressed deals turn on strict director filing deadlines and the StaRUG pre-insolvency framework.
Merger control at the Bundeskartellamt
A concentration is notifiable where combined worldwide turnover exceeds EUR 500 million, one party has German turnover above EUR 50 million and another above EUR 17.5 million. A transaction-value threshold catches deals where the target has small German turnover but the consideration exceeds EUR 400 million and the target has substantial activity in Germany. A concentration can arise from acquiring 25% of voting rights or capital, competitively significant influence, or significant assets.
Phase 1 runs one month from complete notification; if an in-depth review is opened, a decision is due within five months, failing which the deal is deemed cleared. Completion before clearance is prohibited and transactions in breach are ineffective. Ordinary email filings do not start the clock.123456
Foreign direct investment screening
Under the Foreign Trade and Payments Act and Ordinance (AWG/AWV), a non-EU buyer must notify the economics ministry after signing where it acquires 10% of a company in the most sensitive categories (such as critical infrastructure), 20% in other listed categories (such as AI, semiconductors, critical raw materials), and further increments above those levels. Acquisitions of other companies can be reviewed from 25% without a filing obligation. Defence and certain IT security businesses fall under a sector-specific regime that applies to any foreign buyer.
The ministry has two months from learning of the deal to open a review and then four months from complete documents, extendable. While a notifiable deal is under review it is provisionally ineffective, and the buyer may not exercise voting rights or receive security-relevant information. Buyers should build these periods and gun-jumping limits into the timetable.7891011
Public takeovers and insolvency
For listed companies, control means 30% of the voting rights. A buyer crossing that threshold other than by a takeover offer must publish within seven working days and file a mandatory offer document with BaFin within four weeks.
Directors of an insolvent or over-indebted company must file for insolvency within three weeks of illiquidity or six weeks of over-indebtedness. Where insolvency is only threatened, the StaRUG framework offers court-supported tools, including a plan vote, stabilisation orders and court confirmation of a restructuring plan, which can bind dissenting creditors.12131415
| Regime | Trigger | Review periods | Standstill |
|---|---|---|---|
| Merger control (turnover) | Worldwide > EUR 500m; one party > EUR 50m and another > EUR 17.5m in Germany | 1 month Phase 1; 5 months in-depth | Yes; breaching transactions ineffective |
| Merger control (transaction value) | Worldwide > EUR 500m; one party > EUR 50m in Germany; consideration > EUR 400m; substantial German activity of target | As above | Yes |
| FDI cross-sector (non-EU buyer) | 10% / 20% / 25% voting share depending on target category | 2 months to open; 4 months review (extendable) | Yes where notifiable |
| FDI sector-specific (any foreign buyer) | Defence and certain IT security businesses | As § 14a AWG | Yes where notifiable |
| Takeover (listed target) | 30% voting rights | Publish within 7 working days; offer within 4 weeks | Not applicable |
How it works, step by step
- Test turnover and transaction-value thresholds and prepare the merger notification12Bundeskartellamt
- Check whether the target falls in a § 55a AWV category or the sector-specific regime and file the FDI notification after signing89Bundesministerium für Wirtschaft und Energie
- Respect standstill: no completion, voting or sharing of security-relevant information before clearances511Parties
- Complete after merger control and FDI clearances or expiry of review periods410Parties
No timings or fees are shown unless an official source states them.
Documents usually needed
- Turnover data by party and by country for the last business year
- Valuation of consideration for the transaction-value test
- Description of the target's German activities and sensitive business areas
- Group ownership chart showing state ownership or financing links of the buyer
- Signed purchase agreement with conditions for merger control and FDI clearance
Common mistakes
- Ignoring the transaction-value threshold for a high-value target with little German turnover.
- Closing or exercising control rights before clearance, which makes the transaction ineffective.
- Sharing sensitive target information with a non-EU buyer during FDI review.
- Assuming EU buyers are always outside FDI review; circumvention cases and the sector-specific regime can still apply.
- Missing the three-week or six-week insolvency filing deadline in a distressed acquisition.
When the business crosses borders
- Deals with an EU dimension are reviewed by the European Commission instead of the Bundeskartellamt.
- FDI notification duties turn on whether the buyer is EU or non-EU and on indirect ownership, so the ultimate parent's position matters.
- Many deals need parallel merger control and FDI filings in other EU states; timetables should be aligned.
Questions businesses ask
Can a deal be notifiable in Germany if the target has almost no German turnover?
Yes, under the transaction-value threshold where the consideration exceeds EUR 400 million and the target has substantial activity in Germany, and the other turnover thresholds are met.2
Which foreign investors must file in Germany?
Non-EU acquirers reaching 10% or 20% of companies in the sensitive categories listed in § 55a AWV, and any foreign acquirer of defence or certain IT security businesses under the sector-specific regime.789
How long can FDI review take?
Two months to open a review, then four months from complete documents, extendable by three months (one more month for defence interests) or longer by agreement, with suspensions while information is requested.10
What this guide does not yet confirm
These points need checking with a qualified local professional in Germany before you rely on them.
- Bundeskartellamt filing fees and the full definition of a concentration (§ 37 GWB) were not reviewed.
- Whether a new standalone investment screening act has been adopted to replace the AWG/AWV rules was not confirmed.
- The § 60a AWV stake threshold for sector-specific review was not reviewed.
- StaRUG procedural details (notification of a restructuring matter, majorities, duration) could not be loaded and were not reviewed.
- Squeeze-out and other German corporate-law deal mechanics were not covered.
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 18 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 concentration must be notified to the Bundeskartellamt if, in the last business year, the parties' combined worldwide turnover exceeded EUR 500 million, one party had German turnover above EUR 50 million and another party had German turnover above EUR 17.5 million. All three conditions must be met. Concentrations with an EU dimension are reviewed by the European Commission instead.
A transaction-value threshold also requires notification where combined worldwide turnover exceeds EUR 500 million, one party has German turnover above EUR 50 million, the consideration exceeds EUR 400 million and the target has substantial domestic activity, even though the target's German turnover does not exceed EUR 17.5 million. Aimed at acquisitions of targets with low turnover but high value (for example digital or pharmaceutical businesses).
Acquiring at least 25% of the voting rights or capital, or another link giving competitively significant influence, or significant assets such as a production site or business division, can be a notifiable concentration. Bundeskartellamt summary of the concentration concept; full definitions in § 37 GWB (not reviewed).
The Bundeskartellamt can prohibit a notified merger only if it opens an in-depth (second phase) examination within one month of receiving the complete notification; if it then issues no decision within five months of the complete notification, the merger is deemed cleared. The five-month period can be extended or suspended, for example with the parties' agreement or where information requests are not answered.
A notifiable merger may not be implemented before clearance or expiry of the review periods, and transactions that breach this prohibition are legally ineffective. Exceptions include land transactions entered in the land register and corporate measures entered in the commercial register, and cases later resolved under § 41(1) sentence 3 GWB.
Merger notifications sent by ordinary email do not meet the statutory requirements and do not start the review period; electronic filing requires a qualified electronic signature or the beBPo channel.
Under the Foreign Trade and Payments Ordinance (AWV), a non-EU acquirer's direct or indirect voting share in a German company triggers cross-sector investment review at 10% for the most sensitive categories in § 55a(1) nos. 1–7, 20% for categories nos. 8–27, and 25% for all other companies. Further acquisitions are reviewable when the holding reaches 20%, 25%, 40%, 50% or 75% (depending on category). Atypical control through board seats, vetoes or information rights is treated as reaching the threshold.
A non-EU acquirer must notify the Federal Ministry for Economic Affairs without undue delay after signing a contract to acquire a qualifying stake in a German company in one of the sensitive categories listed in § 55a(1) AWV (for example critical infrastructure, cloud services, AI, semiconductors, critical raw materials). Obligation lies with the direct acquirer. For public takeover offers, notification follows publication of the decision to make an offer. The ordinance text names the BMWK; the ministry is now the Bundesministerium für Wirtschaft und Energie.
Acquisitions by any foreign acquirer of German companies active in military goods, certain defence technologies or BSI-approved IT security products for classified information are subject to sector-specific review and must be notified after signing. Sector-specific review under § 60 AWV; also covers domestic acquirers in cases of circumvention. Stake threshold is defined in § 60a AWV (not reviewed).
The ministry must open an investment review within two months of learning of the signed contract, and may impose restrictions or prohibit within four months of receiving the complete documents; this can be extended by three months, plus one month for defence interests, or longer with the parties' consent. The review period is suspended while information is requested or contractual undertakings are negotiated. No review can be opened more than five years after signing.
While a notifiable foreign investment is under review, the completing transaction is provisionally ineffective, and the acquirer may not exercise voting rights or receive security-relevant company information until clearance. Applies where a notification obligation exists; the transaction becomes effective retroactively on clearance or expiry of the review periods.
Under the Securities Acquisition and Takeover Act (WpÜG), control of a listed target means holding at least 30% of its voting rights. German listed companies on an organised market; voting rights attributed under § 30 WpÜG count.
A person who obtains control of a listed target other than through a takeover offer must publish this within seven working days and submit a mandatory offer document to BaFin within four weeks of that publication.
Directors of an insolvent or over-indebted legal entity must file for insolvency without culpable delay, and at the latest three weeks after illiquidity or six weeks after over-indebtedness arises. Applies to members of the representative body or liquidators of legal persons (for example GmbH, AG) and certain partnerships without a natural-person general partner.
The StaRUG restructuring framework, available where insolvency is threatened (drohende Zahlungsunfähigkeit), offers a court-run plan vote, preliminary court review, stabilisation orders restricting creditor enforcement, and court confirmation of a restructuring plan, which the debtor can use independently of one another. Pre-insolvency restructuring; not available once the debtor is actually illiquid or over-indebted (detail not reviewed).
Questions on this topic
15 statements on m&a, merger control, investment screening and insolvency in Germany
