Turkey Merger Control 2026: What Businesses Must Know About the New Thresholds and Notification Rules

Merger control in Turkey entered a new era in February 2026 when the Turkish Competition Board (Rekabet Kurumu) published sweeping amendments to Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board. The revised merger notification thresholds are significantly higher than those in place since 2022, reshaping which transactions fall within the regulator’s mandatory pre-closing review. Alongside the threshold increases, the 2026 Communiqué introduces dedicated rules for technology undertakings, a first for competition law in Turkey, and refines the turnover calculation methodology for group structures and asset transfers.

For in-house counsel, M&A teams, private-equity sponsors and corporate buyers or sellers active in or connected to the Turkish market, understanding these changes is no longer optional: it is a compliance imperative that affects deal timelines, transaction costs and closing certainty.

Executive Summary, Must I Care?

If your transaction involves a target, acquirer or joint-venture partner with Turkish turnover, or if one party qualifies as a “technology undertaking” under the new definition, the answer is almost certainly yes. The 2026 amendments raise the headline turnover figures but simultaneously capture a category of deals (technology undertakings) that may previously have slipped below the radar.

If you only read one thing: check whether any party to your transaction generates Turkish turnover above the new individual-party threshold, or whether the combined Turkish turnover of all parties exceeds the aggregate threshold. If either test is met alongside the worldwide turnover test, you must notify the Turkish Competition Board before closing. Failure to do so risks administrative fines, voidability of the transaction and enforced divestiture.

The sections below walk you through the decision step by step: a quick notification checklist, the revised thresholds in a side-by-side comparison table, worked turnover calculation examples, exemptions, the filing process, tactical advice and the penalties for getting it wrong.

Quick Checklist: Does This Transaction Trigger Merger Control in Turkey?

When does a merger need to be notified to the Turkish Competition Authority? A transaction must be notified whenever it constitutes a “merger or acquisition” within the meaning of Law No. 4054 on the Protection of Competition and the parties’ turnover exceeds the applicable thresholds set out in Communiqué No. 2010/4 (as amended in February 2026). Notification is mandatory and must be completed before closing, the so-called “suspensory” regime.

Four decision rules to apply

• Rule 1, Transaction type. Does the deal involve an acquisition of shares or assets that confers control (sole or joint) over an undertaking, or the creation of a full-function joint venture? Mergers, share acquisitions exceeding the control threshold, asset purchases and joint-venture formations all qualify. Internal restructurings within the same economic group generally do not.
• Rule 2, Turkish nexus. Does at least one party to the transaction generate turnover in Turkey? If no party has any Turkish turnover, the deal falls outside Turkish jurisdiction regardless of worldwide figures.
• Rule 3, Threshold test (aggregate). Does the combined Turkish turnover of all parties to the transaction exceed the aggregate Turkish turnover threshold? And does the combined worldwide turnover of all parties exceed the worldwide turnover threshold?
• Rule 4, Threshold test (individual). Alternatively, does the Turkish turnover of at least two of the parties each individually exceed the individual-party Turkish turnover threshold, alongside the worldwide turnover test?

If Rules 1 and 2 are satisfied, and either Rule 3 or Rule 4 is met, notification to the Turkish Competition Board is mandatory. The parties may not close the transaction until clearance is obtained.

Practical tip: For horizontal mergers (same product market), vertical deals (supplier–customer) and conglomerate transactions alike, the analysis is the same: identify the undertakings concerned, calculate their respective Turkish and worldwide turnover, and measure the results against the thresholds below.

2026 Merger Notification Thresholds, What Changed and Why It Matters

What are the 2026 turnover thresholds that trigger merger control in Turkey? The Turkish Competition Board published the amended Communiqué in the Official Gazette (Resmi Gazete) in February 2026. The revisions raised the turnover thresholds substantially, reflecting years of inflation and economic growth since the previous adjustment in 2022. The amended thresholds took effect upon publication.

Legal basis

The notification obligation originates in Article 7 of Law No. 4054 on the Protection of Competition, which prohibits mergers and acquisitions that create or strengthen a dominant position so as to significantly lessen competition. The procedural detail, including the turnover tests, is delegated to secondary legislation, principally Communiqué No. 2010/4. The February 2026 amendments to the Communiqué are therefore the controlling instrument for threshold calculations.

Comparison table: pre-2026 vs. post-2026 thresholds

The practical effect of these changes is twofold. First, many mid-market transactions that would have been caught under the TRY 750 million aggregate threshold now fall outside the mandatory notification zone, reducing the compliance burden on smaller deals. Second, the new technology-undertaking test pulls certain acquisitions back into scope even where the target’s Turkish turnover is low, reflecting the Board’s concern that high-value tech acquisitions can escape scrutiny when target revenue does not yet reflect competitive significance.

Industry observers expect the net result to be fewer filings overall, but a more targeted regime that concentrates resources on transactions with genuine competitive impact, particularly in the technology sector.

How to Calculate Turnover: Practical Rules and Worked Examples

How do you calculate turnover for notification purposes? The Communiqué and the Competition Board’s guidelines require parties to use net turnover, total revenue minus VAT and other sales-related taxes, returns and discounts, derived from the most recent audited financial statements available at the date of notification. The critical distinction lies in whose turnover counts and where it is booked.

Group turnover attribution

For the acquiring party, turnover is calculated at the group level. This means the net turnover of the ultimate parent company and all entities it controls, directly or indirectly, is aggregated. For the target, only the turnover of the target undertaking itself (and its own subsidiaries, if any) is included. Where the acquirer is a private-equity fund, the relevant group is typically the fund’s portfolio companies under common control, not the management company alone.

Target turnover and asset transfers

In an asset deal, only the turnover attributable to the assets being transferred is counted on the target side. Where the seller is divesting a division or business unit, the parties must identify the revenue generated by that specific unit, which can require management accounts or pro-forma carve-out financials.

Pro-rata allocation for joint ventures

When a transaction involves the creation of a joint venture, each parent’s turnover is attributed in full (at the group level). The joint venture itself, if already operational, contributes its own turnover to the calculation and is allocated proportionally to the parent that exercises control. If both parents share joint control, each is allocated 50 per cent of the JV’s turnover for the purposes of the individual-party test.

Worked example 1, Cross-border group acquisition

A German industrial group (worldwide turnover: TRY 15 billion; Turkish subsidiary turnover: TRY 1.2 billion) acquires 100 per cent of a Turkish manufacturer (Turkish turnover: TRY 1 billion; worldwide turnover: TRY 1.1 billion).

• Aggregate Turkish turnover: TRY 1.2 billion + TRY 1 billion = TRY 2.2 billion → below TRY 3 billion aggregate threshold.
• Individual Turkish turnover: acquirer TRY 1.2 billion, target TRY 1 billion → both exceed TRY 900 million.
• Worldwide turnover: TRY 15 billion + TRY 1.1 billion = TRY 16.1 billion → exceeds TRY 10 billion.
• Result: notification is required under the individual-party test (Rule 4), even though the aggregate Turkish threshold is not met.

Worked example 2, Asset sale (carve-out)

A Turkish conglomerate (group Turkish turnover: TRY 5 billion) sells a logistics division (divisional Turkish turnover: TRY 600 million) to a Dutch buyer (worldwide turnover: TRY 12 billion; Turkish turnover: TRY 400 million).

• Aggregate Turkish turnover: TRY 400 million (buyer) + TRY 600 million (division) = TRY 1 billion → below TRY 3 billion.
• Individual Turkish turnover: buyer TRY 400 million (below TRY 900 million); division TRY 600 million (below TRY 900 million).
• Result: neither the aggregate nor the individual-party Turkish threshold is met. Notification is not required, unless the division qualifies as a technology undertaking (see Section 5).

Worked example 3, Technology start-up acquisition

A US-based technology platform (worldwide turnover: TRY 80 billion; Turkish turnover: TRY 2 billion) acquires a Turkish fintech start-up with Turkish turnover of only TRY 50 million but significant user data and R&D operations in Turkey.

• Under the standard thresholds, the start-up’s low turnover means neither the aggregate nor the individual test is met on the target side.
• However, if the start-up qualifies as a “technology undertaking” under the 2026 Communiqué definition (see Section 5), separate, and lower, thresholds apply, potentially bringing the deal into scope.
• Result: the parties must assess the technology-undertaking criteria before concluding that no notification is needed.

Bottom line: always run the turnover numbers against both the standard and the technology-undertaking thresholds before making a notification decision. Where divisional or carve-out financials are needed, begin the data-gathering exercise early to avoid delays at signing.

Exemptions, Simplified Procedures and Special Rules for Technology Undertakings

What exemptions or fast-track options exist and how do they work? Not every transaction that technically meets the thresholds will require a full-form filing, and some categories of deal are excluded from the notification obligation entirely.

Statutory exemptions and safe harbours

• Intra-group restructurings. Transfers of control between entities within the same economic group (i.e., where the ultimate controlling shareholder does not change) are exempt from notification.
• Temporary holdings by financial institutions. Where a bank, insurance company or financial intermediary acquires shares solely for resale and does not exercise voting rights to influence the competitive behaviour of the target, a temporary exemption applies, provided the holding is divested within the time limit prescribed by the Board (typically one year, extendable upon application).
• Inheritance and liquidation. Acquisitions arising by operation of law, such as inheritance or compulsory liquidation, are generally exempt, although subsequent retention of control may trigger a notification obligation.

Simplified (fast-track) procedure

The Competition Board operates a simplified notification form for transactions that are unlikely to raise competitive concerns, such as acquisitions where the parties have no horizontal overlaps and no vertical relationships in Turkey, or where the combined market share is below specified thresholds. Simplified filings typically receive clearance faster, often within 15 calendar days from the date the file is deemed complete.

Technology undertakings, the 2026 innovation

The most significant structural change in the February 2026 Communiqué is the introduction of a dedicated notification test for “technology undertakings.” The Communiqué defines a technology undertaking as an entity that operates in digital platforms, software development, data processing, online marketplaces, fintech, biotechnology or similar technology-driven markets, regardless of whether the entity generates substantial turnover.

For acquisitions of technology undertakings, the standard Turkish turnover thresholds are supplemented (and in effect lowered) by an alternative test that focuses on the acquirer’s worldwide and Turkish turnover rather than the target’s revenue. The rationale is clear: a high-value acquisition of a low-revenue but competitively significant tech firm should not escape merger control simply because the target has not yet monetised its user base or technology.

Industry observers expect this provision to capture a meaningful number of “killer acquisition” scenarios in the Turkish tech sector, where established platforms acquire nascent competitors before they can generate significant revenue. Parties to any technology acquisition should assess whether the target meets the Communiqué’s definition and, if so, apply the alternative threshold test.

Filing Process, Required Documents and Timelines

What is the timeline for a merger filing and decision? The m&a notification process in Turkey follows a two-phase structure broadly analogous to the European Commission’s Phase I / Phase II framework, albeit with distinct timelines and procedural requirements.

Pre-filing considerations

Although not mandatory, the Competition Board encourages parties to seek a pre-notification meeting (ön görüşme) for complex transactions. This is particularly advisable where the market definition is contentious, where the deal involves a technology undertaking, or where the parties intend to offer commitments. Pre-notification dialogue can materially shorten the formal review period by resolving information gaps before the clock starts.

Required documents, merger filing checklist

• Notification form. The Board’s standard form (or simplified form, if eligible) completed in Turkish.
• Transaction documents. Copies of the share purchase agreement, asset purchase agreement or joint-venture agreement, together with any side letters or ancillary agreements.
• Financial statements. Audited annual accounts for each party (and their groups) for the most recent financial year.
• Market information. Data on market shares, competitor analysis and affected markets in Turkey.
• Corporate structure charts. Ownership diagrams for the acquirer’s group and the target.
• Powers of attorney. Notarised and apostilled powers of attorney for the filing counsel.
• Filing fee. Payment receipt for the applicable filing fee.

Timeline overview

The vast majority of notified transactions are cleared in Phase I. Industry data suggests that well over 90 per cent of filings receive unconditional clearance within the initial 30-day review period, provided the notification is complete and the transaction does not raise obvious competitive concerns.

Parallel filings and multi-jurisdictional coordination

Cross-border transactions frequently trigger notification obligations in multiple jurisdictions simultaneously, for example, the European Commission, the UK Competition and Markets Authority, or the US antitrust agencies. Where parallel filings are required, parties should coordinate timing carefully. The Turkish Competition Board does not formally participate in international cooperation networks for merger review in the same way as the EU or ICN member agencies, so timing and information consistency must be managed by the parties’ advisers.

Tactical Considerations for M&A Parties and Foreign Investors

Deal structuring and timing

The suspensory nature of merger control in Turkey means that closing cannot occur until clearance is obtained. Transaction agreements should include a condition precedent requiring Turkish merger control clearance where there is any possibility that the thresholds are met. Failing to include such a condition creates a risk of gun-jumping, completing the transaction before obtaining approval.

For private-equity buyers, the group-level turnover calculation can be a trap. The turnover of all portfolio companies under common control is aggregated, which may push a fund’s “acquirer-side” Turkish turnover above the threshold even if the specific acquisition vehicle is a newly incorporated special-purpose entity.

Remedies and commitments

If the Competition Board identifies concerns during Phase I or Phase II, the parties may offer structural or behavioural commitments to secure clearance. Structural remedies (divestiture of overlapping businesses) are generally preferred by the Board for horizontal mergers, while behavioural remedies (access commitments, licensing obligations, firewalls) may be accepted in vertical or conglomerate scenarios. Early engagement with the Board’s case team, ideally during pre-notification, improves the likelihood that proportionate remedies can be designed without delaying the timeline.

Confidential information and data rooms

Sellers should be alert to the fact that the notification form requires disclosure of detailed market and competitive data. Where the deal involves a competitive bidding process or where the acquirer is a competitor, appropriate confidentiality rings and clean-team arrangements should be established before filing. The Board treats information submitted in the notification as confidential, but parties should still exercise caution about what is included in the public version of the filing.

Risks, Penalties and Remedies for Non-Notification or Late Notification

What are the penalties for failing to notify? Failure to notify a transaction that meets the thresholds, or closing before obtaining clearance (gun-jumping), exposes the parties to serious consequences under competition law in Turkey.

• Administrative fines. The Competition Board may impose turnover-based fines on each party that fails to notify. Fines can reach up to 0.1 per cent of the Turkish turnover of the undertaking concerned for each day that the infringement continues, subject to a cap.
• Voidability. Under Article 11 of Law No. 4054, transactions that are not notified or that are completed despite a prohibition decision are legally invalid. The Board may require unwinding of the transaction.
• Divestiture and behavioural orders. Where a consummated transaction is found to significantly lessen competition, the Board can order divestiture of shares or assets, termination of the merger, or any measure necessary to restore competition to its pre-transaction state.
• Reputational and deal risk. Enforcement action generates publicity that can damage the parties’ standing with the Board in future transactions and with Turkish counterparties. Early indications suggest the Board is increasing its enforcement focus on gun-jumping cases under the new regime.

The safest course is always to notify if there is any doubt about whether the thresholds are met. The Board does not penalise voluntary notification of transactions that ultimately fall below the thresholds, and the administrative burden of an unnecessary filing is far less than the consequences of a missed one.

Notification Obligations by Entity Type

Conclusion and Actionable Next Steps for Merger Control Compliance

The February 2026 amendments to Turkey’s merger control regime represent the most significant recalibration of notification thresholds in over a decade. Higher headline figures will reduce the number of routine filings, but the new technology-undertaking provisions ensure that competitively significant acquisitions in the digital economy remain subject to scrutiny. For businesses active in or connected to Turkey, merger control compliance must be built into every M&A process from the earliest stage of deal planning.

Recommended immediate actions:

• Update internal M&A playbooks and approval workflows to reflect the new TRY 3 billion aggregate and TRY 900 million individual-party thresholds.
• Screen all pipeline transactions, including those previously considered below the thresholds, against the technology-undertaking test.
• Brief deal teams and external advisers on the revised turnover calculation rules, particularly for group structures, PE funds and asset carve-outs.
• Build Competition Board filing timelines into transaction timetables as a condition precedent, and consider pre-notification meetings for complex deals.
• Consult a qualified commercial law expert or browse the Turkey lawyer directory for specialist merger control counsel who can advise on your specific transaction.

Getting merger control in Turkey right protects deal certainty, avoids costly penalties and builds a constructive relationship with the Competition Board, an asset for any business with long-term ambitions in one of Europe’s largest and most dynamic markets.

Sources

1. Turkish Competition Authority (Rekabet Kurumu), Guidelines and Communiqués
2. Official Gazette (Resmi Gazete)
3. Paksoy, New Merger and Acquisition Regulation from the Competition Board
4. Gürkaynak Attorneys-at-Law, Merger Control in Turkey
5. Schoenherr, Turkish Competition Authority Amends the Merger Control Communiqué
6. Chambers Practice Guides, Merger Control 2025: Turkey
7. Legal 500, Türkiye: Merger Control