Merger Notification Requirements in Turkey (2026): Thresholds, E‑devlet Filing & Suspension Risk

Turkey’s merger notification requirements changed materially on 11 February 2026, when amendments to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (Communiqué No. 2010/4) took effect. The revised rules raise the turnover thresholds that trigger a mandatory filing, introduce a dedicated regime for technology undertakings, and formalise the use of the e‑Devlet government portal for electronic submissions. For deal teams structuring transactions with a Turkish nexus, the amendments demand an immediate recalibration of filing assessments, timeline planning and gun‑jumping risk management. This guide sets out the updated merger control thresholds for Turkey in 2026, walks through the practical steps of filing, and flags the suspension risks that can derail a closing timetable.

What Changed on 11 February 2026, Quick Summary

The February 2026 amendments to Communiqué No. 2010/4 deliver four headline changes that every acquirer, target and adviser should note immediately:

• Higher turnover thresholds. Both the aggregate (total) Turkish turnover threshold and the individual party Turkish turnover threshold have been increased, removing a substantial number of smaller transactions from the mandatory filing obligation.
• Technology undertakings carve‑out. The amendments codify a separate notification test for transactions involving “technology undertakings,” ensuring that deals with a significant Turkish digital footprint remain notifiable even where conventional turnover figures fall below the standard thresholds.
• Simplified notification form. A streamlined form is now available for transactions that raise no material competitive overlap. The form reduces both preparation time and the volume of supporting documentation required.
• e‑Devlet electronic filing. Merger notifications can now be submitted directly through Turkey’s e‑Devlet (e‑Government) portal, replacing the previous paper‑filing default and introducing digital tracking of submission status.

These changes apply to all transactions notified on or after 11 February 2026, regardless of when the underlying agreement was signed. Parties to transactions signed before that date but not yet notified should apply the new thresholds when assessing their filing obligation.

Overview of Merger Notification Requirements in Turkey

Legal Framework: Law No. 4054 and Communiqué No. 2010/4

The statutory foundation for merger control in Turkey is Article 7 of the Act on the Protection of Competition (Law No. 4054), which prohibits mergers and acquisitions that create or strengthen a dominant position and thereby significantly impede effective competition. The Turkish Competition Authority (Rekabet Kurumu) operationalises this prohibition through Communiqué No. 2010/4, which defines which transactions require prior notification and Board approval, sets the turnover thresholds, prescribes the notification forms and establishes the review timetable. Compliance with these merger notification requirements in Turkey is not optional: completing a notifiable transaction without clearance constitutes a standalone infringement carrying significant financial penalties.

The Competition Board’s Role

The Competition Board (the decision‑making body within Rekabet Kurumu) is the sole authority empowered to review and approve concentrations that meet the notification thresholds. The Board’s remit extends to mergers, acquisitions of control (whether sole or joint), and certain asset purchases. Its decisions are subject to judicial review by the administrative courts, though challenges rarely result in reversal on substance. Where a transaction is notifiable, the parties may not implement it, and the target’s assets may not change hands, until the Board has issued its clearance decision or the statutory review period has expired without a decision.

Merger Control Thresholds Turkey 2026: Who Must Notify

The central question for any deal team is whether the transaction crosses the turnover thresholds that trigger the filing obligation. The 11 February 2026 amendments raised these thresholds as follows:

A transaction must be notified if either of two alternative tests is satisfied: (a) the aggregate Turkish turnover test and the individual Turkish turnover test are both met; or (b) the target‑only Turkish turnover test is met in an acquisition, combined with the global turnover threshold of the acquirer. The turnover figures are calculated on the basis of the most recent audited financial statements available, using net revenues generated from Turkish operations (including consolidated subsidiary revenues).

Practical Scenarios: When Is a Filing Required?

The following comparison table illustrates how the thresholds apply to common transaction types:

Industry observers expect that the quadrupling of the Turkish turnover thresholds will remove a meaningful share of mid‑market transactions from the filing pipeline, focusing the Board’s resources on larger concentrations with genuine competitive significance.

Technology Undertakings in Turkey: Special Rules and Carve‑Outs

The 2026 amendments introduce a targeted notification obligation for transactions involving technology undertakings, a category designed to capture digital‑market acquisitions where the target may not yet generate turnover proportionate to its competitive significance.

Definition and Practical Test

A “technology undertaking” is broadly defined as an entity whose primary activities include the development or provision of technology, digital platforms, software, online marketplaces or related digital services within Turkey. The precise scope is guided by Rekabet Kurumu’s published guidelines and is assessed on a case‑by‑case basis. Where the target qualifies as a technology undertaking, the standard Turkish turnover thresholds for the target may be disapplied, and a lower or alternative threshold applies to ensure that so‑called “killer acquisitions”, where an established player absorbs a nascent competitor, remain subject to review.

Borderline Cases and Practical Guidance

Early indications suggest that the Board will adopt a purposive interpretation of “technology undertaking,” focusing on whether the target’s competitive value to the acquirer is primarily derived from its technology assets, user base or data holdings rather than its current revenue. Deal teams should err on the side of caution: if there is any doubt about whether the target qualifies, a pre‑notification consultation with the Board or a voluntary notification is the prudent course. The Hergüner commentary on the amendments highlights that the technology undertakings test is intended to be fact‑specific, and the Board retains discretion to request a filing even after an initial self‑assessment concludes that thresholds are not met.

When to Use the Simplified Notification Form in Turkey

The simplified notification form is designed for transactions that are unlikely to raise competitive concerns. It requires significantly less market data and competitive analysis than the standard (full) notification form, reducing both preparation costs and review time.

Eligibility Triggers

The simplified form may generally be used where:

• No horizontal overlap exists between the parties’ activities in Turkey (i.e., they do not supply the same products or services in any relevant market).
• No vertical relationship exists where one party supplies inputs to the other and their combined market shares in any affected market remain below specified de minimis thresholds.
• The transaction involves a change from joint to sole control, or the acquisition of a newly created joint venture with no pre‑existing activities in Turkey.

What to Include

Even with the simplified form, parties must submit the signed transaction documents, organisational charts showing group structures, a brief description of the parties’ Turkish activities and a statement confirming the absence of overlaps. The Board retains the right to require a switch to the full form at any point during the review if competitive concerns emerge.

e‑Devlet Merger Filing: Step‑by‑Step

The introduction of the e‑Devlet filing pathway brings Turkish merger control into line with the broader digitalisation of government services in Turkey. Filings submitted through e‑Devlet are treated identically to paper filings in terms of legal effect and review timelines.

Pre‑Filing Checklist

Before initiating the e‑Devlet submission, parties should assemble the following:

• Signed transaction documents, the share purchase agreement (SPA), asset transfer agreement or merger protocol, including all annexes and side letters.
• Notification form, completed in Turkish, using either the standard or simplified form as applicable.
• Organisational charts, showing the group structure of both parties, including all entities active in Turkey.
• Market share data, for all horizontally overlapping or vertically related markets, using the most recent full‑year figures.
• Power of attorney, if the filing is made by external counsel, a notarised power of attorney must be uploaded.
• Filing fee receipt, proof of payment of the applicable filing fee.

Navigating e‑Devlet and Upload Requirements

Filers access the merger notification module by logging in to e‑Devlet (turkiye.gov.tr) using their Turkish electronic ID or authorised representative credentials. Within the portal, the “Rekabet Kurumu, Birleşme/Devralma Bildirimi” (Competition Authority, Merger/Acquisition Notification) service is searchable. Documents are uploaded as PDFs; the system imposes individual file‑size limits, so large annexes may need to be split. A confirmation receipt with a unique tracking number is generated upon successful submission.

Common Rejections and How to Avoid Them

The most frequent grounds for rejection of an e‑Devlet filing are incomplete form fields, unsigned transaction documents, missing or expired powers of attorney, and failure to attach the filing fee receipt. Each of these issues restarts the clock on the review timeline. Practitioners recommend running a final completeness check against the Board’s published checklist before clicking “submit.” Where the filer is uncertain about eligibility for the simplified form, attaching a covering letter explaining the basis for using that form can pre‑empt a Board request to switch forms.

Suspension Obligation in Turkey: Gun‑Jumping Risks, Fines and Mitigation

Turkey operates a mandatory suspension regime. Once a transaction triggers the merger notification requirements in Turkey, the parties are prohibited from implementing it, directly or indirectly, until the Competition Board grants clearance or the statutory review period expires without a negative decision. This suspension obligation applies from the moment the filing obligation arises, not merely from the date the notification is submitted.

Legal Prohibition and Board Practice

Article 11 of Communiqué No. 2010/4 states that the rights and obligations arising from a notifiable transaction may not be exercised, and the concentration may not be put into effect, until a clearance decision is obtained. The Board interprets “implementation” broadly: it covers not only the legal transfer of shares or assets but also the exercise of de facto control, integration of commercial operations, appointment of directors by the acquirer and the exchange of competitively sensitive information beyond what is strictly necessary for the transaction.

Typical Fines and Corrective Remedies

Gun‑jumping, implementing a notifiable transaction before clearance, carries a turnover‑based fine of up to 0.1 % of the Turkish turnover generated in the financial year preceding the Board’s decision, for each party found to have infringed the suspension obligation. While 0.1 % may sound modest in percentage terms, for companies with significant Turkish revenues the absolute figure can be substantial. The Board may also impose behavioural remedies, including the unwinding of integration steps already taken, the ring‑fencing of business operations pending a delayed notification and clearance, or a requirement to divest assets already absorbed.

What to Do If You Have Already Closed

If parties discover post‑closing that a notification should have been filed, the recommended course of action is:

1. Submit a voluntary notification immediately, the Board has indicated that voluntary, prompt filings are a mitigating factor in penalty assessments.
2. Halt further integration, cease any operational integration, board appointments or data sharing that is not essential to preserving the value of the target.
3. Engage Turkish competition counsel, specialist advice is essential to frame the notification and accompanying explanation in a way that demonstrates good faith and limits penalty exposure.

The likely practical effect of the 2026 threshold increase is that fewer transactions will be caught by the filing obligation, but for those that remain notifiable, the Board is expected to scrutinise compliance with the suspension rule more closely, particularly in technology deals where the acquirer may be tempted to begin product integration immediately.

Timelines and Review Phases: The Mandatory Waiting Period in Turkey

Understanding the Board’s review timetable is essential for coordinating Turkish clearance with other regulatory approvals and contractual long‑stop dates. The statutory framework provides for two phases:

Extensions, Phase II Triggers and Withdrawal

The 30‑day Phase I clock begins only when the Board considers the notification “complete.” Incomplete filings, those missing documents, market data or the filing fee, will be returned with a deficiency notice, and the clock will not start until the deficiency is cured. A Phase II investigation is triggered where the Board concludes, at the end of Phase I, that the transaction may significantly impede effective competition and requires further analysis. Parties may withdraw a notification at any time before a final decision is issued; withdrawal does not constitute an admission of competitive harm, and the transaction may be re‑notified after restructuring if appropriate.

Practical Checklist for Deal Teams

Integrating Turkish merger control compliance into the deal timeline requires action at every stage. The following checklist maps responsibilities across the transaction lifecycle:

• Pre‑LOI / term sheet stage. Run an initial threshold assessment using the parties’ most recent Turkish and global turnover data. Flag technology undertaking status early. Budget for Turkish filing fees and legal costs in the transaction timetable.
• Pre‑signing. Confirm the applicable threshold test (standard or technology undertaking). Draft the notification form in parallel with the SPA. Include a merger control condition precedent in the transaction documents and set a realistic long‑stop date that accommodates a potential Phase II review.
• Post‑signing / pre‑filing. Finalise the notification form, gather supporting market data and secure powers of attorney. Submit via e‑Devlet promptly to start the clock. Do not begin any integration activity.
• Post‑filing / pre‑clearance. Respond to Board information requests within the prescribed time. Continue to observe the suspension obligation. Avoid exchanging competitively sensitive information beyond the scope of due diligence already completed.

Red flags that warrant heightened attention include transactions where the parties operate in the same digital market in Turkey, deals involving recent amendments in Turkish merger regulation thresholds, and acquisitions of targets whose competitive significance is driven by data assets or user bases rather than revenue.

Conclusion and Next Steps

The 11 February 2026 amendments to Turkey’s merger control regime recalibrate which transactions require Competition Board approval, codify special rules for technology undertakings, streamline the filing process through the e‑Devlet portal and sharpen the gun‑jumping enforcement framework. For deal teams navigating these merger notification requirements in Turkey, the priority is threefold: reassess every live transaction against the new thresholds, build the e‑Devlet filing into the project plan from signing onwards, and maintain strict compliance with the suspension obligation throughout. Companies seeking guidance on Turkish competition filings, withholding tax implications of M&A transactions, or broader Turkish legal advisory services should engage specialist competition counsel at the earliest opportunity.

Sources

1. Rekabet Kurumu, Official Merger Control Guidelines
2. ELIG Gürkaynak, Merger Control Turkey
3. Hergüner Bilgen Özeke, 2026 Amendments Commentary
4. CoPartners, 11 February 2026 Update
5. Paksoy, Turkish Merger Control Regime Briefing
6. Mergerfilers, Turkey Merger Filing Guide
7. Inal Law Office, Merger Control Regime Brief (Feb 2026)