Austria

The Austrian Cartel Act 2005 (Bundesgesetz gegen Kartelle und andere Wettbewerbsbeschränkungen (Kartellgesetz 2005) (“KartG”), as amended, is the primary legislation governing merger control in Austria.

The Austrian merger control regime is mandatory, pre-closing and suspensory.

The Federal Competition Authority (FCA) and Federal Cartel Prosecutor (FCP) lead the Phase 1 investigation. Both the FCA and FCP can independently request a Phase 2 investigation. Phase 2 reviews are conducted by the Cartel Court in a judicial process, which is the decision-maker for in-depth investigations. Following its Phase 2 review, the Cartel Court will either grant unconditional clearance, conditional clearance, or issue a prohibition. The decision of the Cartel Court can be appealed to the Supreme Cartel Court.

The merger control provisions of the KartG apply to all economic sectors. However, special provisions apply to media mergers. Media transactions are defined as concentrations in which at least two of the undertakings concerned are “media undertakings” or hold shares of 25% or more in “media undertakings.” When calculating turnover for media transactions, the turnover of media undertakings and media service undertakings must be multiplied by 200, and the turnover of media support undertakings by 20 (see Question 3.1, below).

Following the EMFG-Begleitgesetz (BGBl. I Nr. 20/2026), which transposed the European Media Freedom Act (EMFA), the scope of the media merger regime has been broadened: “one-sided” media mergers are now caught, that is, concentrations in which only one of the parties is a media service provider within the meaning of Article 2(2) of the EMFA or a provider of online platforms within the meaning of Article 2(9) of the EMFA that gives access to media content. The turnover of the single media party is not multiplied in such cases.

Concentrations falling within the jurisdiction of the European Commission pursuant to the EU Merger Regulation (EUMR) are excluded from Austrian merger control under the “one-stop-shop” principle.

The FCA is an active member of the European Competition Network and cooperates extensively with other competition authorities, in particular the German Bundeskartellamt and the European Commission. In addition, the KartG provides for various inter-institutional exchanges, notably with sector-specific regulators:

The FCA is required to consult sector-specific regulatory authorities where the air transport or media sector is affected (section 10(4)–(4a) of the Competition Act (Wettbewerbsgesetzes) (“WettbG”)); all other information sharing with regulators is voluntary. Regulators have no standing to request a Phase 2 investigation but may submit opinions to the Cartel Court and attend non-public hearings once Phase 2 proceedings are underway. The Wettbewerbskommission, an advisory body at the FCA, may recommend that the FCA request a Phase 2 review before the Cartel Court; if the FCA declines to follow a timely recommendation, it must state its reasons, and both documents are published.

In addition, all filings are forwarded to the Austrian foreign direct investment (FDI) screening authority (i.e. the Federal Ministry of Economy, Energy and Tourism).

As of the most recent update (July 2026), there are no pending amendments to the Austrian merger control regime.

The KartG covers different types of transaction constituting a concentration, including a “change of control”. The KartG does not define control, but the authorities apply the guidance set out in the European Commission’s Consolidated Jurisdictional Notice.

In addition to changes of control, the acquisition of a shareholding of 25% or more, or of 50% or more (in equity or voting rights), is notifiable regardless of whether it confers control. In an exceptional circumvention case, the Cartel Court held that a non-controlling shareholding below 25% could trigger a filing obligation where the rights acquired are equivalent to those of a 25% shareholder.

Consistent with the approach under the EUMR, only transactions bringing about a lasting change in the control of the undertakings concerned — and thus a lasting change in the structure of the market — qualify as concentrations under the KartG. Further, the KartG provides a specific exemption for temporary holdings by financial institutions. Shares acquired for the sole purpose of resale, or shares acquired solely as part of a restructuring or insolvency, are not notifiable provided that the acquirer is a bank, sells the rights within one year, and does not exercise its voting rights (except to protect the value of its investment).

The following transaction types are caught:

• the acquisition of an undertaking, as a whole or of a substantial part of it, by an undertaking, especially by way of merger or conversion;
• the acquisition by an undertaking of rights in the business of another undertaking by means of operational lease or management agreements;
• the direct or indirect acquisition of shares in an undertaking by another undertaking if as a result the participation held after the acquisition is or exceeds 25%, or is or exceeds 50%;
• as a result, at least half of the management or members of the supervisory boards of two or more undertakings are identical;
• any other connection of undertakings which allows one undertaking to have a direct or indirect control over another undertaking;
• the establishment of a joint venture (JV) that fulfils all functions of an independent economic entity (full-function JV)

on a lasting basis shall also be deemed to be a merger. Purely internal reorganisations within the same control group are not notifiable. If a shareholder with a holding of less than 50% already (solely) controls the target, further increases of the shareholding will not require separate merger control approval.

The establishment of a “full-function” joint venture is a notifiable transaction. The full-functionality criterion is applied in line with the corresponding EU concept under the EUMR and the further guidance in the European Commission’s Consolidated Jurisdictional Notice. The KartG also captures non-full-function joint ventures, but only in brownfield scenarios — that is, where the assets contributed by the parents or obtained by the JV in the context of its creation constitute an undertaking or part thereof; such contributions are treated as a mutual acquisition of control by each parent over the assets contributed by the other. Non full-function greenfield joint ventures, by contrast, are not caught.

Where a transaction is composed of successive acquisition steps, the economic substance approach under the KartG requires an overall assessment to determine whether they constitute a single, unified concentration. Consistent with the approach under the EUMR — which also guides the Austrian authorities — multiple transactions are to be regarded as a single concentration where they are, from an economic perspective, unitary in character, in particular where one transaction is conditional upon, or cannot be carried out independently of, the other.

General threshold

• the combined worldwide turnover of all parties exceeds EUR 300 million;
• the combined Austrian turnover of all parties exceeds EUR 30 million;
• at least two parties each have a worldwide turnover exceeding EUR 5 million; and
• in addition, at least two undertakings must each have Austrian turnover exceeding EUR 1 million.

Unless:

• only one party had Austrian turnover of EUR 5 million or more, and
• the combined worldwide turnover of all other parties was EUR 30 million or less.

For media mergers, the turnover of media undertakings and media service undertakings must be multiplied by 200, and the turnover of media support undertakings by 20, when assessing the combined worldwide turnover threshold (EUR 300 million), the combined Austrian turnover threshold (EUR 30 million, including the EUR 1 million sub-threshold), and the worldwide turnover exemption for the remaining parties (EUR 30 million). In one-sided media mergers (see Question 1.4, above), the turnover of the single media party is not multiplied.

Transaction value threshold

• the combined worldwide turnover of all parties exceeds EUR 300 million;
• the combined Austrian turnover of all parties exceeds EUR 15 million;
• the value of the consideration exceeds EUR 200 million; and
• the target company has substantial domestic operations.

“Consideration” is interpreted broadly and encompasses all assets and other monetary benefits that the seller receives or expects to receive from the acquirer in connection with the transaction. This includes cash payments, transfers of tangible and intangible assets, securities, voting rights, interest-bearing assumed liabilities, and conditional consideration such as earn-out clauses. The value is determined as at closing. Transaction costs (e.g. legal and advisory fees) are excluded.

“Substantial domestic operations” (erhebliche Inlandstätigkeit) are assessed by reference to the target’s current market-related activity in Austria at the time of closing, using an industry-appropriate indicator (not necessarily turnover). In Austria, a domestic location of the target (e.g. a production site or research and development facility) is generally indicative of substantial domestic operations. In traditional industries where turnover reliably reflects competitive potential, the FCA will generally regard Austrian revenues below EUR 1 million as insignificant (safe harbour) absence other factors.

Net turnover (Umsatzerlöse) in the last financial year prior to the concentration is used as the basis for assessing whether the notification thresholds are met. Taxes directly related to the generation of turnover (e.g. VAT deducted at source) and rebates should be excluded, in line with general accounting principles governing the computation of net turnover. Only turnover corresponding to the ordinary activities of the undertaking is relevant; financial income and extraordinary income are generally not included. Internal turnover (Innenumsätze) — that is, turnover from supplies and services between connected undertakings — must be excluded from the calculation. This aligns with the practice under the EUMR.

The relevant parties’ turnover includes that of the target, the merging parties, the acquirer, the joint venture parents, and any other party that will exercise control over the target following completion, together with the turnover of their respective groups of connected undertakings (verbundene Unternehmen). The turnover attribution is similar to the principles of the EUMR, but with some exceptions: the turnover of any entity in which a party holds a 25% or greater shareholding, of companies where at least half of the members of the management or supervisory boards are identical, and of undertakings over which a party can directly or indirectly exercise a dominant influence through any other connection, must also be included. Turnover is always fully allocated; for example, even if the shareholding only confers joint control or 25% of the interests.

In the case of acquisitions of part of a business or specific assets, only the turnover attributable to the part being acquired is relevant.

Turnover is allocated to the location where competition with alternative suppliers takes place. In practice, turnover generated from sales or services is allocated to the location where the product was delivered or the service was provided, which is typically the location of the customer. Austrian practice more or less follows the principles of the EUMR, though it is unclear whether for financial institutions revenues can be attributed to the respective branch; the KartG (unlike the EUMR) does not foresee specific geographical attribution rules.

For credit institutions (Kreditinstitute), turnover comprises the sum of:

• interest income and similar income;
• income from shares, other equity interests and non-fixed-interest securities, income from participations and income from shares in affiliated undertakings;
• commission income;
• net profit on financial operations; and
• other operating income.

For insurance undertakings, turnover is premium income (Prämieneinnahmen).

The threshold assessment is to be carried out on the basis of the last financial year prior to the concentration. In this context, “concentration” refers to closing (i.e. completion of the transaction), not signing; closing is accordingly the relevant point in time for determining the reference year.

Not applicable, there are no assets-based thresholds in Austria.

The thresholds are set in euros (EUR). Where parties report in a different currency, the average of European Central Bank exchange rates for the 12-month period corresponding to the undertaking’s financial year should be used.

Not applicable, there are no thresholds based on market share, share of supply or similar in Austria.

The KartG operates under the domestic effects doctrine and only applies where there is a sufficient local nexus. In practice, the relevance of the effects doctrine has been significantly reduced by the introduction of a second domestic turnover threshold: at least two undertakings concerned must each have revenues of at least EUR 1 million in Austria (typically the acquirer and the target). Where the target achieves revenues of EUR 1 million or more, a domestic effect is presumed. The domestic effects test retains practical significance primarily in joint venture constellations, where the joint venture itself has no or limited nexus to Austria. However, this exemption is operated very narrowly in practice; even minor revenues in Austria are sufficient to trigger jurisdiction.

For the secondary test — that is, the transaction value test — there must be significant domestic activity. In traditional industries revenues of less than EUR 1 million are typically an indication for insufficient nexus under this test.

The KartG exempts shares acquired by banks for the sole purpose of resale, or acquired solely as part of a restructuring or insolvency, provided the acquirer sells the rights within one year and does not exercise voting rights (except to protect the value of its investment). In practice this exemption has little relevance. Purely internal reorganisations within the same control group are also not notifiable. For the local nexus requirement and the domestic effects doctrine, see Question 3.6, above.

Yes. Where the FCA becomes aware of a non-notified transaction, it will request the parties to file a notification. Typically, the FCA and/or the FCP will also apply to the Cartel Court for the imposition of a fine. The breach of the standstill obligation persists until the transaction has been notified and subsequently cleared (unconditionally or subject to conditions).

The FCA does not have the power to require parties to notify below-threshold transactions. However, following the Towercast decision, the FCA may initiate an ex officio investigation to assess anti-competitive effects or potential abuses of dominance caused by transactions which do not require merger clearance.

No, the unlawful implementation of a non-notified merger constitutes a continuing infringement; the limitation period (for fines) therefore does not begin to run until the merger is retrospectively cleared or unwound. In effect, there is no longstop for as long as the merger remains uncleared.

No, but the FCA encourages filing made on a precautionary basis, specifically in cases where the notifiability is not clear cut.

Where jurisdictional thresholds are met, notification is mandatory. The transaction may not be completed until clearance has been obtained or deemed to have been obtained. Waivers of the suspensory obligation are not possible under Austrian law.

The Austrian regime is suspensory: the transaction may not be completed until clearance has been obtained.

Waivers of the suspensory obligation are not possible under Austrian law. While carve-outs or hold separate undertakings are permissible in principle, “clean” carve-outs are typically difficult to achieve and such arrangements are rarely used in practice.

The KartG does not allocate the filing obligation to one or the other party. Either party to the transaction can submit a notification: the merging parties, the party or parties that will acquire “control” over the target undertaking, or the parents of a newly-formed full-function joint venture or the target. The seller has no standing to notify.

Phase 1: EUR 6,000. Phase 2: up to EUR 34,000, determined by the Cartel Court on a case-by-case basis. In Phase 2, the Cartel Court typically appoints an independent economic expert to provide an expert opinion; the cost of that opinion (typically EUR 50,000–150,000) must be borne by the notifying parties.

Notification can be made on the basis of a good faith intention to conclude an agreement and close the transaction in the foreseeable future. Such intention can usually be demonstrated by a term sheet, memorandum of understanding, or similar. The transactional documentation is typically not provided to the authorities.

There is no filing deadline under the KartG.

Yes. The FCA publishes a notification form (Formblatt) on its website, which — while not mandatory — is recommended. There is no separate simplified form; however, where no “affected market” arises (combined horizontal shares below 15%, or below 25% on vertically related markets), the Formblatt permits a simplified notification (vereinfachte Anmeldung), by allowing certain sections to be skipped. The mandatory disclosure content covers corporate structure, turnover, market shares and general market conditions, plus — for media mergers — information on media plurality and editorial independence. A non-confidential version of the filing must be submitted simultaneously.

There are no formalisation requirements (e.g. notarisation or apostille).

No. There is no simplified procedure, as such, though there is a simplified filing form for non-problematic cases. Even in non-problematic cases, the four-week Phase 1 review period must run its course. The KartG foresees, however, a fast-track procedure. The parties may request the FCA and FCP to waive their right to request an in-depth investigation (i.e. to open Phase 2 proceedings). In practice, this is rarely granted and requires compelling justification (e.g. pending insolvency of the target). Transaction planning or scheduling considerations alone are not sufficient grounds for a waiver.

Pre-notification discussions are not required but are advisable in cases raising potential competition concerns. In practice, pre-notification is relatively uncommon. There is no prescribed timeframe for pre-notification; typically, the pre-notification process can be completed within three to six weeks. The FCA has published a notice on the pre-notification process on its website.

Phase 1. Four calendar weeks from notification, extendable at the notifying party’s request by two calendar weeks.

Phase 2. Five calendar months from receipt of the Phase 2 request by the Cartel Court, extendable at the notifying party’s request by one month.

There is a special regime for media mergers.

The FCA and Cartel Court cannot suspend the review periods for failure to respond to information requests, though failing to provide requested information increases the likelihood of a Phase 2 request.

The Austrian waiting periods are based on calendar weeks and months. Non-working days are only relevant in so far as a deadline falling on a weekend or non-working day is extended to the next working day.

The timeframe is approximately four weeks upon formal notification. The preparation of a notification in a non-problematic case typically takes one to two weeks.

The KartG does not have special provisions for public takeover bids.

The FCA publishes a notice on its website on the same day or the subsequent working day of receiving the notification inviting third parties to comment on the transaction. Third parties can comment on the transaction but have no party rights. Market tests by the FCA are typically conducted during the first three weeks of Phase 1.

The FCA has the power to request information from the parties or third parties (e.g. customers, competitors) during its review.

The FCA and FCP are bound by confidentiality obligations. Only a summary of the transaction prepared by the notifying party and the relevant NACE codes are published on the FCA’s website. The parties must provide a non-confidential version of the notification at the time of filing, which the FCA can use for market testing.

Austrian merger control applies two substantive tests in parallel. First, a transaction will be prohibited if it creates or strengthens a dominant position — there are rebuttable presumptions of dominance (e.g. single dominance is triggered at a market share of 30% or more). Second, Austria introduced the SIEC test (significant impediment of effective competition), aligned with the EU standard, which captures mergers that may significantly impede competition even below the dominance threshold. The SIEC test sits alongside — rather than replacing — the dominance test; both standards are applied as independent, co-equal criteria. This departs from the EUMR standard and was meant to capture insignificant increments to an existing dominant position under the dominance test.

Even where one or both tests are met, the Cartel Court must nonetheless clear the transaction if:

• it gives rise to improvements in competitive conditions that outweigh its detrimental effects;
• it is indispensable for the international competitiveness of the parties and justifiable in the interest of the national economy; or
• the macroeconomic advantages of the concentration significantly outweigh its disadvantages (covering goals such as growth, innovation, full employment and income growth).

Yes, efficiencies are taken into account in the assessment of a merger. There is a separate section in the filing form for countervailing efficiencies or benefits; In practice, this plays a limited role and the evidentiary proof to make an efficiency case is heavy.

In Phase 1, the FCA and FCP will typically communicate their concerns and requests for information to the notifying party’s authorised representative. In cases raising substantive competition concerns, the parties will usually have multiple points of contact with the FCA and FCP, including the opportunity to discuss and address preliminary concerns informally before a Phase 2 referral is made. In Phase 2, the Cartel Court proceedings are adversarial in nature; the notifying parties have full party status and the right to be heard, to access the file (subject to confidentiality restrictions), and to submit written and oral observations in response to the concerns raised by the FCA and FCP.

Remedies may be offered in Phase 1 or Phase 2. In Phase 1, remedies can be offered to avoid a referral request to the Cartel Court for a Phase 2 review (often the notifying party will extend the four-week period for an additional two weeks). In Phase 2, remedies can be offered during the Cartel Court’s in-depth review.

While the FCA and FCP have a stated preference for structural remedies, behavioural and hybrid remedies — that is, remedies that are partly structural and partly behavioural in nature — are frequently accepted in practice.

Yes, typically completion may occur prior to full implementation of the remedies; however, the authorities increasingly assess whether an upfront buyer requirement is needed. Enforcement is ensured typically through the appointment of a monitoring trustee, who regularly issues reports to the FCA and the FCP. In the event of non-compliance, the FCA and FCP may apply to the Cartel Court for fines and appropriate mitigating measures.

Phase 1 ends automatically by lapse of the statutory waiting period, provided that neither authority (FCA/FCP) has initiated a request/application for an in-depth Phase 2 review within that period.

In practice, where Phase 1 ends in this way, the FCA issue a short clearance certificate confirming that the waiting period has expired (i.e. clearance by lapse of time), which is then communicated to the parties’ authorised representatives by email.

If a Phase 2 review is initiated, the Cartel Court issues the decision and serves it via WebERV (the electronic transmission system) to the parties’ authorised representatives.

In Phase 1, clearance takes immediate effect. The standstill obligation ceases to apply once the four-week period (if extended: six-week period) expires without either FCA/FCP having filed a request for Phase 2 investigation, or once both have waived their right to do so.

In Phase 2, clearance does not take immediate effect. A non-prohibition decision of the Cartel Court only becomes legally effective (rechtskräftig) after the four-week appeal period has expired without an appeal being lodged, or upon waiver of the right to appeal. If an appeal is lodged, the decision becomes effective only once the Supreme Cartel Court has decided it. The standstill obligation continues to apply until legal effectiveness is achieved.

Ancillary restraints that are directly related to and necessary for the implementation of the concentration are covered by the operation of law, without requiring express approval. The assessment of ancillary restraints follows the principles set out in the European Commission’s Notice on restrictions directly related and necessary to concentrations (2005/C 56/03), which is applied by analogy.

Phase 1 “clearance” decisions (deemed approvals and FCA/FCP waivers) cannot be appealed, as there is no decision (i.e. the transaction is cleared by lapse of time). Phase 2 (conditional) clearance and prohibition decisions of the Cartel Court can be appealed to the Supreme Cartel Court as the second and final instance within four weeks. The Supreme Cartel Court must decide within two months of receiving the file from the Cartel Court.

The KartG sanctions the infringement of the standstill requirement (see Question 7.2, below).

Yes, the Cartel Court may impose fines of up to 10% of the undertakings’ aggregate worldwide turnover in the preceding financial year on any undertaking that intentionally or negligently violates the standstill obligation. Both the FCA and FCP can independently request that fines be imposed. The largest fine to date for failure to notify was EUR 70 million.

Yes, the Cartel Court may impose fines of up to 1% of the undertakings’ aggregate worldwide turnover in the preceding financial year on any undertaking that intentionally or negligently provides incorrect or misleading information in a merger notification. Both the FCA and FCP can independently request that fines be imposed.