Turkish Merger Control 2026, What Communiqué No. 2026/2 Means for M&A and Notification Thresholds

The Turkish Competition Board’s Communiqué No. 2026/2, published in the Official Gazette on 11 February 2026, rewrites the playbook on Turkish merger control 2026 turnover thresholds, quadrupling the aggregate local turnover trigger from TRY 750 million to TRY 3 billion and raising the individual party threshold from TRY 250 million to TRY 1 billion. Beyond the headline numbers, the amendments introduce a formal definition of “technology undertakings,” update the criteria for assessing joint ventures as reportable concentrations, and apply immediately to every transaction not yet notified as of the effective date. For general counsel, M&A advisors and corporate development teams running deal pipelines that touch Türkiye, these changes demand an urgent reassessment of antitrust compliance obligations and filing strategy.

Executive Summary and Key Takeaways

The core purpose of Communiqué No. 2026/2 is to recalibrate Turkey’s merger notification regime so that the Competition Board (Rekabet Kurumu) can focus its resources on transactions with genuine competitive impact in the Turkish market. Rapid inflation and strong nominal GDP growth had rendered the previous thresholds, set at TRY 750 million (aggregate) and TRY 250 million (per party), increasingly low in real terms. The result was a flood of notifications for transactions that posed no realistic competitive concern, consuming both board and business resources.

The new thresholds are designed to filter out smaller deals while introducing targeted mechanisms, especially the technology undertakings rules, to ensure that competitively significant acquisitions in digital markets do not escape scrutiny simply because the target’s Turkish turnover is low. For deal teams, the practical consequences are immediate: many mid‑market transactions that previously required a Turkish filing will no longer meet the thresholds, while certain technology acquisitions that might previously have fallen below the radar could now trigger notification under the new functional test.

Industry observers expect the amendments to reduce overall filing volumes in Türkiye while increasing the complexity of threshold analysis for technology and platform deals.

Quick Decision Flow

1. Map Turkish turnover. Calculate the aggregate Turkish turnover of all transaction parties and the individual Turkish turnover of each party for the most recent financial year.
2. Test the thresholds. Does aggregate Turkish turnover exceed TRY 3 billion and do at least two parties each exceed TRY 1 billion individually? If yes, notification is mandatory. If not, check the alternative worldwide turnover test and the technology undertakings criteria.
3. Assess technology‑sector triggers. If the target or any party qualifies as a “technology undertaking” under the new functional definition, separate, and potentially lower, notification criteria may apply. Engage local Turkish competition counsel immediately.

When Did the Changes Take Effect and Are There Transitional Rules?

Communiqué No. 2026/2 took effect on the date of its publication in the Official Gazette: 11 February 2026. The transitional rule is straightforward, the new thresholds apply to all transactions that had not yet been notified to the Competition Board as of that date. Transactions for which a notification had already been filed before 11 February 2026 continue to be assessed under the previous thresholds, even if the Board’s review remains pending. Deal teams with transactions signed but not yet notified before the effective date should re‑run the threshold analysis against the new figures before filing.

What Changed: Turkish Merger Control 2026 Turnover Thresholds and Definitions

Communiqué No. 2026/2 amends the foundational Communiqué No. 2010/4 on Mergers and Acquisitions Subject to the Approval of the Competition Board. The changes fall into three categories: revised turnover thresholds, a new statutory definition of technology undertakings, and updated joint venture assessment Turkey criteria. Each is examined below.

Turnover Thresholds: What Are the New Figures?

The threshold structure retains the two‑limbed test, an aggregate Turkish turnover limb and an individual party limb, but every numeric value has been increased substantially. There is also a worldwide turnover alternative for transactions with significant global scale.

Note: EUR and USD approximate equivalents are based on exchange rates reported by leading Turkish law firms at the time of the Communiqué’s publication in February 2026. Actual equivalents should be calculated using the prevailing rate at the time of the relevant transaction.

Under the new rules, a merger notification Turkey 2026 is required where the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion and the individual Turkish turnover of at least two of the parties each exceeds TRY 1 billion. Alternatively, notification is triggered where the Turkish turnover of any party in a merger exceeds TRY 1 billion and the worldwide turnover of at least one other party exceeds TRY 9 billion. The fourfold increase in the aggregate threshold and the tripling of the worldwide turnover figure represent a major recalibration of the Competition Board Turkey filing thresholds.

Technology Undertakings: Definition, Examples and Significance

One of the most consequential innovations in Communiqué No. 2026/2 is the formal introduction of a definition for “technology undertakings Turkey.” Under the prior regime, there was no dedicated mechanism to capture acquisitions of high‑value technology targets whose Turkish revenues were minimal relative to their competitive significance, a gap that mirrors concerns raised by competition authorities worldwide, including the European Commission and the OECD.

The new Communiqué defines a technology undertaking by reference to a functional test. Rather than relying solely on turnover, the test considers whether the entity operates a digital platform, provides multi‑sided services, leverages network effects, or holds a significant user base in Türkiye. The likely practical effect will be that acquisitions of Turkish technology start‑ups, app‑based marketplaces, advertising technology businesses, and cloud or software‑as‑a‑service platforms may now trigger notification even where their Turkish‑source revenue falls below the standard TRY 1 billion per‑party threshold.

For cross‑border M&A Turkey transactions involving technology targets, the practical implication is clear: deal teams must assess not only the target’s financial turnover in Türkiye but also its user base, platform reach, and the nature of the services it provides. A technology target with negligible Turkish revenue but millions of active Turkish users could fall squarely within the new definition.

Joint Venture Assessment Changes

Communiqué No. 2026/2 updates the criteria for determining when a joint venture constitutes a “concentration” subject to notification. The previous regime applied a general full‑function test, but practitioners noted ambiguity around the treatment of joint ventures that performed limited functions or served primarily as cooperation vehicles rather than autonomous market actors.

The amended Communiqué clarifies the indicators of functional autonomy, including whether the JV has its own management, sufficient resources to operate independently, and activities beyond a single specific function for its parents. Early indications suggest that the Competition Board will scrutinise joint venture assessment Turkey cases more carefully, particularly where the JV’s structure suggests a coordination mechanism rather than a genuinely independent enterprise.

Who Must Notify Now? Transaction Triggers, Carve‑Ins and Carve‑Outs

Understanding the revised thresholds in the abstract is necessary but not sufficient. Deal teams need a practical framework for determining whether a specific transaction requires a merger filing checklist Turkey exercise. Below, the analysis maps common deal structures against the new rules and provides concrete examples.

Transaction Types That Trigger Notification

The following transaction types remain subject to mandatory notification where the new turnover thresholds or technology undertaking criteria are met:

• Share acquisitions resulting in a change of control (sole or joint) over a Turkish target or an undertaking with Turkish turnover.
• Asset acquisitions where the transferred assets constitute all or a material part of a business unit generating Turkish turnover.
• Mergers (statutory combinations of two or more undertakings).
• Formation of full‑function joint ventures that meet the concentration test and whose parents’ combined Turkish turnover exceeds the relevant thresholds.
• Acquisitions of minority stakes that confer de facto or de jure control, including through shareholder agreements granting veto rights over strategic decisions.

Transactions Now Likely Below the Thresholds

The significantly higher thresholds mean that many mid‑market transactions, particularly those involving targets with Turkish turnover between TRY 250 million and TRY 1 billion, will no longer require notification. Industry observers expect this to include:

• Small and mid‑cap private equity buyouts where neither the fund portfolio nor the target generates TRY 1 billion in Turkish turnover individually.
• Bolt‑on acquisitions by multinational corporates where the Turkish subsidiary’s contribution is modest relative to global operations.
• Minority financial investments that do not confer control and where the investor has limited Turkish‑market presence.

Three Practical Scenarios

Scenario 1, Inbound PE buyout of a Turkish manufacturer. A European private equity fund acquires 100 per cent of a Turkish auto‑parts manufacturer with Turkish turnover of TRY 1.8 billion. The fund’s existing Turkish portfolio companies generate aggregate Turkish turnover of TRY 1.5 billion. Aggregate Turkish turnover: TRY 3.3 billion (exceeds TRY 3 billion). Individual Turkish turnover of at least two parties: the target (TRY 1.8 billion) and the fund group (TRY 1.5 billion), both exceed TRY 1 billion. Result: notification required.

Scenario 2, Cross‑border acquisition with limited Turkish nexus. A US technology company with worldwide turnover of USD 50 billion but zero direct Turkish turnover acquires a German SaaS provider with Turkish turnover of TRY 200 million. Aggregate Turkish turnover: TRY 200 million (well below TRY 3 billion). Alternative worldwide test: the US acquirer’s worldwide turnover exceeds TRY 9 billion, but the target’s Turkish turnover does not reach TRY 1 billion. Result: no notification required under the standard thresholds, but check whether the target qualifies as a technology undertaking.

Scenario 3, Technology platform acquisition. A global e‑commerce conglomerate acquires a Turkish food‑delivery app with Turkish turnover of only TRY 400 million but 12 million monthly active users in Türkiye. Under the standard thresholds alone, notification would not be required. However, the target operates a multi‑sided digital platform with significant Turkish user‑base metrics, potentially meeting the technology undertakings definition. Result: notification may be required under the technology undertakings rule, local counsel analysis essential.

Practical Steps for M&A Teams: Merger Filing Checklist Turkey (2026)

Antitrust compliance Turkey obligations can derail deal timelines if they are identified too late. The following checklist provides a structured approach for deal teams assessing merger notification Turkey 2026 requirements under the amended regime.

Pre‑Deal Due Diligence

1. Revenue mapping. Request and verify the most recent audited financial statements for all transaction parties. Calculate each party’s Turkish turnover separately, including turnover generated by controlled subsidiaries, jointly controlled entities, and parent companies within the same economic group.
2. Technology sector screen. Determine whether any party, particularly the target, may qualify as a technology undertaking. Collect data on Turkish user numbers, platform characteristics, multi‑sided service models, and network effects.
3. Group structure review. Map the acquiring group’s full Turkish footprint, including portfolio companies held by the same fund or corporate parent. Under Turkish law, the turnover of the entire economic group is counted, not just the direct acquirer.
4. Threshold test. Apply the new thresholds (TRY 3 billion aggregate / TRY 1 billion individual / TRY 9 billion worldwide alternative) and document the result. If the numbers are within 20 per cent of a threshold, treat the filing obligation as presumptive and prepare accordingly.

During Signing

1. Condition precedent. Include Competition Board clearance as a condition precedent to closing in the transaction documents if thresholds are met or borderline.
2. Standstill commitment. Ensure that the transaction documents prohibit implementation of the deal prior to receiving Competition Board approval. Gun‑jumping, closing before clearance, carries significant penalties.
3. Data room preparation. Begin assembling the notification documentation package: market share data, competitor analysis, internal strategic documents relating to the Turkish market, and relevant correspondence.

Pre‑Closing: Filing and Review

1. Engage local counsel. Appoint Turkish competition counsel experienced in merger notifications. Pre‑filing consultations with the Competition Board are informally available and can significantly streamline the review process.
2. Submit notification form. File the prescribed notification form with the Competition Board, accompanied by full supporting documentation. The form requires detailed information about the parties, the transaction structure, overlapping activities in Türkiye, and competitive conditions in affected markets.
3. Manage the review timeline. The Competition Board has 15 calendar days from receipt of a complete notification to issue a preliminary decision. If the Board concludes that a detailed (Phase II) investigation is necessary, it has an additional period to conduct an in‑depth review. Deal teams should build at least 30 to 60 days of regulatory clearance time into closing timelines for straightforward cases and significantly longer for complex or Phase II matters.
4. Monitor information requests. Respond promptly to any supplementary information requests from the Board. Delays in responding can extend the review clock and jeopardise deal timelines.

Documentation Checklist Summary

• Completed Competition Board notification form
• Audited financial statements for each transaction party (Turkish and global)
• Turkish turnover calculation worksheet with supporting evidence
• Transaction documents (share purchase agreement, asset purchase agreement, or JV agreement)
• Market share estimates for overlapping product and geographic markets in Türkiye
• Internal strategy documents relating to the Turkish market (board presentations, investment memoranda)
• Organisational chart of the acquiring group’s Turkish entities
• Technology undertaking assessment memo (if applicable)
• Power of attorney for local Turkish counsel

Special Considerations for Technology and Digital Markets

The introduction of the technology undertakings definition in Communiqué No. 2026/2 reflects a global trend. Competition authorities from the European Commission to the US Federal Trade Commission have grappled with the problem of “killer acquisitions”, transactions in which a dominant platform acquires a nascent competitor whose turnover is low but whose competitive potential is high. Türkiye’s response aligns with these international developments while reflecting local market conditions.

Mapping Turnover for Multi‑Sided Platforms

For digital businesses, counting “Turkish turnover” is not always straightforward. Multi‑sided platforms may earn revenue from advertisers located outside Türkiye while serving millions of Turkish consumers on the other side of the platform. Cloud infrastructure providers may bill a single European headquarter while hosting data and serving users predominantly in Türkiye. Deal teams working on cross‑border M&A Turkey technology transactions should consider the following:

• Revenue allocation by end‑user geography. Where platform revenue is earned from non‑Turkish counterparties but services are consumed by Turkish users, the Competition Board may look through the billing structure to the location of the end user.
• User base as a proxy metric. The technology undertakings test may consider active Turkish users, downloads, or engagement metrics as indicators of competitive significance, regardless of direct Turkish‑source revenue.
• Data as an asset. If the target collects, processes, or monetises data from Turkish individuals, this may strengthen the case for treating it as a technology undertaking with significant Turkish market presence.

There is no formal simplified filing route for small technology deals under the current Communiqué. However, practical experience suggests that pre‑filing engagement with the Competition Board, providing a clear explanation of the technology undertaking analysis and the competitive dynamics, can facilitate a faster Phase I clearance decision.

Joint Ventures, Partial Integrations and Exemptions

Joint ventures remain a common deal structure for entering the Turkish market, particularly in sectors such as energy, infrastructure, and financial services. The updated joint venture assessment Turkey rules in Communiqué No. 2026/2 clarify when a JV constitutes a notifiable concentration.

Deal teams should note that the boundary between a full‑function JV (notifiable as a concentration) and a cooperative JV (assessed under restrictive agreement rules) depends heavily on the facts. The updated Communiqué provides clearer indicators, but borderline cases will continue to require careful legal analysis and, where appropriate, informal pre‑notification consultation with the Competition Board.

Enforcement, Penalties and Timeline Implications

The consequences of failing to notify a reportable transaction are serious. Under Turkish competition law, the Competition Board has the power to impose administrative fines of up to 0.1 per cent of the Turkish turnover of the relevant undertaking for each day of non‑compliance. Where a transaction is completed without notification (gun‑jumping) or in breach of a standstill obligation, the Board can:

• Impose financial penalties on the undertakings and on the individuals responsible for the failure to notify.
• Order unwinding, require the parties to reverse the transaction or divest assets to restore competitive conditions.
• Impose behavioural or structural remedies as conditions for ex post approval, which are typically more onerous than remedies negotiated during a standard review process.

The standstill obligation is absolute: parties may not implement any aspect of a notifiable transaction before receiving Competition Board clearance. This includes exercising voting rights, integrating operations, or transferring assets. For deal teams, the practical message is clear, if there is any doubt about whether the new Turkish merger control 2026 turnover thresholds are met, it is far safer to file voluntarily than to risk the penalties for non‑notification.

Review timelines under the Communiqué remain broadly unchanged. The Competition Board has 15 calendar days to complete a Phase I review and either clear the transaction or refer it to a Phase II in‑depth investigation. Phase II reviews can extend for several months. Deal teams should build sufficient regulatory clearance time into transaction timelines, particularly for complex or horizontal overlap cases.

Conclusion and Recommended Next Steps

Communiqué No. 2026/2 represents the most significant update to Turkish merger control 2026 turnover thresholds in over a decade. The fourfold increase in the aggregate Turkish turnover threshold to TRY 3 billion, the quadrupling of the individual party threshold to TRY 1 billion, and the introduction of dedicated technology undertakings rules collectively reshape the notification landscape for domestic and cross‑border transactions alike. For M&A professionals, three immediate actions are essential:

1. Map Turkish turnover for every active and pipeline transaction against the new thresholds, including group‑wide revenue and any technology‑sector indicators.
2. Run the merger filing checklist Turkey (2026) set out in this article for each deal that is close to or exceeds the new thresholds.
3. Engage experienced Turkish competition counsel promptly for any transaction where thresholds are borderline, where a technology undertaking analysis is required, or where joint venture classification is uncertain. Explore qualified Turkish competition lawyers through the Global Law Experts directory.

For broader context on doing business and resolving disputes in Türkiye, readers may also find value in our guide to navigating commercial law disputes in Turkey.

Sources

1. Turkish Competition Authority (Rekabet Kurumu)
2. Official Gazette (Resmî Gazete)
3. Paksoy, New Merger and Acquisition Regulation From The Turkish Competition Board
4. Esin Attorney Partnership, The Turkish Merger Control Communiqué Has Been Amended
5. Gurkaynak Attorneys at Law, Turnover Thresholds in Turkish Merger Control Regime
6. Moral Law Firm, Turnover Thresholds Required For Competition Authority Approval
7. CoPartners, Important Update in Turkish Merger Control