Negative list and any national-security trigger.
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FDIAccess and security review SAMRMerger control SectorLicence and data overlays CloseImplementation filings
Approvals · 03 Editorial guide
China M&A Regulatory Approvals: FDI, Antitrust, Security and Registration
Gates are timing risk. Map them before the long-stop date is promised.
First job Identify approvals and conditions that can affect signing or closing.
Decision railaccess → NSR screen → merger control → sector/data → tax → signing CPs → AMR/close
See routing factsDo not promise a closing date before the gates are listed
Open the FDI gateA missed filing or gun-jumping risk can move the long-stop date. This is a commercial clock, not a safety route.
Start here
Key considerations
The first questions are about urgency, governance and preservation — before collection expands or interviews begin.
- Which filings are plausible on these facts?
- What is sequential versus parallel?
- What would a delay do to signing or closing?
Direct answer
What this page decides
Owner
02
02
This page owns MA03 as a sequencing desk: which gates can hold signing or closing, in what order, and what that does to CPs and long-stop. It does not re-decide Negative List, NSR, or merger-control merits — those canonical owners are the FDI and Antitrust hubs. Gun-jumping is an Antitrust child. Registration of an equity transfer is Closing. Do not paste 15/30/60-day NSR slogans here; use the FDI desk’s current instruments.
At a glance
Which fact changes the next route
Use the fact that changes ownership or urgency to decide the next move.
| Question | Why it matters | Next route |
|---|---|---|
| Can the foreigner own this activity? | Negative List / licences. | FDI hub + /china-foreign-investment-negative-list |
| Control of a sensitive asset? | NSR. | FDI L3 / NSR basics |
| Concentration / turnover? | SAMR filing and standstill. | Antitrust merger-control screen |
| Already integrating teams? | Gun-jumping. | Antitrust gun-jumping child |
| Need the equity on the register? | Closing. | Closing L4 |
| Controlled tech or sanctions list? | Export-control centre. | /export-control-sanctions-china-hub |
Scope
What this page owns — and what it does not
Whodeal counsel sequencing inbound or domestic China M&A.
Owns the checklist and order (MA03).
Does not own the substance of FDI or AML.
Practical workflow
Action, evidence, legal gate, output
| Action | Documents / evidence | Legal gate | Output |
|---|---|---|---|
| Access screen | Scope vs Negative List / FTZ list | FDI hub | Can/cannot / JV |
| NSR screen | Sector, control, data, defence-adjacent | FDI NSR pages | File / watch / no |
| Merger-control screen | Turnover, control, JV | Antitrust screen | Notify / below-threshold risk |
| Sector, data, export-control overlays | Licences, PIPL, dual-use | Specialist hubs | Parallel list |
| Build SPA CPs and long-stop | Longest real path | Documents L4 | Condition set |
Documents
What to gather before the next call
These items help clarify the file; they are not a legal requirement list.
| Item | Why needed | Who holds it | Risk if missing |
|---|---|---|---|
| Parties, control and turnover pack | SAMR | Both sides | Late filing |
| Business scope and licences | Access | Target | Unclosable deal |
| Data and security questionnaire | NSR / cyber | Target IT | Surprise review |
| Draft CP schedule | Long-stop realism | M&A counsel | Drop-dead too short |
Common failure points
Where files usually break
Treating this L4 as a substitute for the FDI Decision Desk.
Signing and closing the same day on a notifiable concentration.
Ignoring below-threshold merger-control risk as ‘no filing = no issue’.
FAQ
Narrow follow-ups owned by this page
Is AMR registration an approval?
It is a closing-effectiveness step. Approvals may be CPs to get there. See Closing L4.
Decision map
Keep the question bounded.
- List candidate gatesFDI, security review, merger control, sector licences.
- Place them on the timetableCondition to signing, to closing, or both.
- Assign ownersWho files, who waits, who cannot gun-jump.
Timeline
Sequence and clocks that change the next action.
- Before signingIdentify gates that must be known before a binding SPA.
- Between signing and closingFilings, waiting periods and ordinary-course limits.
- At closingClearances that are conditions precedent.
Regulatory gates
Approvals that can hold signing or closing.
This map does not decide whether a filing is required on your facts.
Thresholds, timetable and gun-jumping.
Industry conditions beside the share purchase.
Register, tax and chop changes after clearance.
Quick answers
Need the short version? Start with one narrow question.
These explainers answer one question. They do not replace this topic route or a deep guide.
Quick AnswerSAMR Merger Control in China — Filing BasicsChina antitrust merger control basics: when SAMR filings may be required, thresholds orientation, and risks of closing without clearance.Quick AnswerChina Antitrust: Gun-Jumping & Clean-Team ProtocolClassify activities green/amber/red; implement clean-team rules before data rooms open to business teams.Quick AnswerChina Antitrust: Investigation First-Hour PlaybookAuthenticate, counsel, legal hold, chronology, interview discipline, single channel — then build the response plan.Quick AnswerChina Antitrust: Merger-Control Filing ScreenRun concentration + both threshold tests + below-threshold assessment before SPA long-stop design; never output automatic “no filing” from low turnover alone.Quick AnswerChina Antitrust: Platform & Dominance ScreenMap market sides, position indicators, challenged practices and documents; then decide product changes vs counsel escalation.Quick AnswerChina Antitrust: Vertical Restraints & RPM ScreenScreen fixed/minimum resale pressure, exclusivity and MFN against market context; document rationale; escalate red designs before rollout.
Curated resources
Open the asset that matches this job.
01
Guide
02China corporate, M&A and exit law
Map filings that can delay signing or closing before the timetable is promised.
Guide
03FDI and national security
Negative-list access, security-review triggers and parallel investment gates.
Guide
Antitrust and competition
SAMR thresholds, gun-jumping risk and investigation posture for deal timing.
Helpful to prepare
Facts that make the next conversation clearer.
These items are orientation aids, not a legal requirement list.
Candidate filings and responsible authoritySigning versus closing conditionsLong-stop and ordinary-course limits
Counsel hand-off
What to bring when you instruct
Instruct M&A counsel plus FDI/antitrust as the screens flag. Bring: structure, control chart, turnover, licences, and desired signing/closing split.
Local context
Add local registration only when it changes the filing.
AMR, SAMR and sector authorities can differ in practice after the national gate is identified.
Open city and province guidesCounsel hand-off
Need transaction counsel?
This hub organises deal stages and gates. It does not decide structure, clearance or closing on your facts.
Find M&A counselLegal review
Who reviewed this guide
Need qualified counsel?
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