Joint Ventures & Merger Control in Turkey 2026, When Will the TCA Require Notification?

Last updated: 20 July 2026 (reflects Official Gazette 11 February 2026 amendments)

Joint ventures merger control in Turkey entered a new phase on 11 February 2026, when amendments published in the Official Gazette recast the turnover thresholds, sharpened the full-function test for joint ventures and narrowed several long-standing exemptions. For in-house counsel and deal teams structuring cross-border JVs that touch Turkish markets, the practical question is no longer theoretical: more JVs now cross the notification line than at any point in the past decade.

This guide is built for practitioners who need to make a rapid go/no-go decision on Turkish Competition Authority (TCA) notification, it provides decision flowcharts, worked threshold calculations, a pre-notification checklist and drafting mitigations, all grounded in the amended Communiqué on Mergers and Acquisitions, the TCA Guidelines published on 4 May 2026 and the underlying statute, Law No. 4054 on the Protection of Competition. Nothing in this article constitutes legal advice; readers should obtain tailored guidance before acting on any transaction-specific conclusion.

Executive Summary: Quick Decision Guide for Deal Teams

The short answer is yes, joint ventures can and frequently do require merger control notification in Turkey. Under Article 7 of Law No. 4054, any transaction that constitutes a “concentration” must be notified to the TCA if the parties exceed the applicable turnover thresholds. A joint venture qualifies as a concentration when it will operate on a lasting basis as a full-function entity, performing the functions of an autonomous economic entity.

Rapid decision flow:

1. Is there joint control? If two or more parents will share decisive influence over the JV (through veto rights, board composition or shareholder agreements), proceed to step 2. If one parent has sole control, the standard acquisition rules apply instead.
2. Is the JV full-function? Will it have its own management, assets, staff, market-facing activities and operate on a permanent basis? If yes, the JV is a concentration under Turkish law. If no (for example, a short-term cooperation or cost-sharing vehicle), it falls outside the merger-control regime and is assessed only under the cartel rules.
3. Do the turnover thresholds trigger notification? Apply the amended thresholds introduced on 11 February 2026. If the combined and individual Turkish turnovers of the parent undertakings cross the statutory lines, mandatory pre-closing notification is required.
4. File before closing. The transaction may not be implemented before TCA clearance. Gun-jumping, closing without clearance, can result in turnover-based fines.

If your planned joint venture passes all three gates above, stop the clock and begin preparing the notification dossier. Industry observers expect the TCA to scrutinise JV filings more closely following the 2026 amendments, making early engagement with competition counsel essential.

What Changed in 2026? Key Legislative and TCA Updates on Joint Ventures Merger Control in Turkey

The 11 February 2026 amendments represent the most significant overhaul of Turkey’s merger notification framework since the original Communiqué was adopted. Deal teams should understand both the statutory changes and the interpretive guidance the TCA published shortly afterwards.

Official Gazette Amendments and Statutory Basis, Article 7 of Law No. 4054

Article 7 of Law No. 4054 prohibits mergers and acquisitions that would significantly impede effective competition, particularly by creating or strengthening a dominant position. The provision grants the TCA authority to define, via communiqués, which transactions require notification and the applicable thresholds. On 11 February 2026, the amending regulation published in the Official Gazette made three material changes to the Communiqué on Mergers and Acquisitions:

• Recast turnover thresholds. Both the aggregate (combined parties) and individual Turkish turnover thresholds were raised to account for inflation, but at the same time, certain carve-outs that previously sheltered smaller transactions were narrowed, meaning more JVs of moderate size now fall within the notification obligation.
• Codified full-function criteria. The amendment formally incorporated the full-function test into the Communiqué text for the first time, replacing what had previously been a practice-based assessment. This gives the TCA a clearer statutory hook to challenge structures that fall short of genuine autonomy.
• Narrowed the technology undertaking exception. Prior to 11 February 2026, certain technology-focused JVs could avoid notification under a broader carve-out. The amended Communiqué restricts this exception, and early indications suggest the TCA will apply it more conservatively.

TCA Guidelines Published 4 May 2026

On 4 May 2026, the TCA published updated Guidelines on the Assessment of Mergers and Acquisitions. These Guidelines devote an expanded chapter to joint ventures and include worked examples that mirror (though do not bind) the TCA’s expected analytical approach. Practitioners should treat the Guidelines as the most current statement of the TCA’s enforcement position on the full-function test, the meaning of joint control and the calculation methodology for turnover. The Guidelines are available on the TCA’s official publications page.

Legal Test: When a JV Is a Notifiable Concentration Under Turkish Merger Control

The central legal question in any Turkish merger control joint ventures analysis is whether the proposed entity constitutes a “concentration” within the meaning of the Communiqué. Two elements must coexist: joint control by the parent undertakings and the full-function character of the JV itself.

Full-Function JV, Functional Criteria and Decision Checklist

The TCA joint venture test, now codified in the amended Communiqué and elaborated in the May 2026 Guidelines, requires the JV to satisfy all of the following criteria to be treated as a full-function entity:

• Sufficient resources. The JV must have dedicated management, staff, assets (or access to assets) and funding to operate independently on the market.
• Market presence. It must engage in activities beyond a single auxiliary function for its parents, meaning it buys, sells or provides services to third-party customers, not merely to its parent companies.
• Permanence. The JV must be intended to operate on a lasting basis. A JV created for a specific, time-limited project (such as a construction consortium scheduled to dissolve on completion) will generally fail this criterion.
• Operational autonomy. Day-to-day management decisions must rest with the JV’s own management team, even though strategic decisions remain subject to parental veto rights.

If any one of these criteria is not met, the arrangement is not a full-function JV for merger-control purposes. It may still raise competition concerns, but those are addressed under Article 4 (cartels and restrictive agreements) rather than Article 7 of Law No. 4054.

This framework closely parallels the European Commission’s approach to full-function JVs under the EU Merger Regulation. For foreign investors accustomed to EU practice, the Turkish test will feel familiar, but important differences exist in threshold levels, procedural timelines and the scope of the technology undertaking exception.

Joint Control, How to Assess It

Joint control exists when two or more parent undertakings share the ability to exercise decisive influence over the JV’s strategic commercial behaviour. The TCA evaluates this through several indicators:

• Veto rights. Can each parent block key strategic decisions, budget approval, business plan adoption, appointment of senior management, either through board votes or shareholder-agreement provisions?
• Board composition. Is the board structured so that no single parent can outvote the other on material matters?
• Economic dependency. Even without formal veto rights, does one parent’s financial contribution or know-how give it de facto blocking power?
• Casting vote and deadlock mechanisms. Where a casting vote is held by one parent or an independent chair, joint control may be negated; however, robust deadlock-resolution clauses that give each parent exit or dissolution rights can restore it.

The TCA Guidelines emphasise that the analysis is substance-over-form: the contractual and factual reality prevails over the corporate structure on paper.

Turnover Thresholds and Jurisdictional Reach, Merger Notification Thresholds Turkey

Even if a JV is full-function and jointly controlled, notification is only mandatory when the parent undertakings’ turnovers exceed the thresholds set out in the Communiqué. The 11 February 2026 amendments recalibrated these thresholds. The table below summarises the key changes.

Technology Undertakings Exception, Is It Narrowed?

Before 11 February 2026, the Communiqué provided a carve-out under which transactions involving “technology undertakings”, broadly, companies whose primary assets are intellectual property or R&D capabilities rather than Turkish-market revenue, could fall below the notification thresholds. The 2026 amendments tighten the definition of qualifying technology undertakings and add conditions on Turkish-market activity. The likely practical effect will be that JVs between a Turkish industrial partner and a foreign technology licensor, previously often below the radar, now require a fresh threshold assessment. Practitioners in the digital, pharma and advanced-manufacturing sectors should treat this as a priority action item.

Extraterritorial Joint Ventures, Can They Be Notifiable?

Yes. Turkish merger control applies an effects-based jurisdictional test. If the parent undertakings generate Turkish turnover above the thresholds, regardless of where the JV is incorporated or where the parents are headquartered, notification is mandatory. This is consistent with the OECD’s international recommendations on merger control, which recognise that cross-border transactions can produce local competitive effects warranting review. Deal teams structuring offshore JVs should calculate Turkish-source revenues for each parent as a standard diligence step.

When Exactly Is Notification Required? Timing Triggers and Practical Scenarios

The obligation to notify arises before the transaction is implemented. Under Turkish merger control, “implementation” includes any step that confers decisive influence, signing alone does not trigger the obligation, but any closing-related transfer of control does. The filing must be made and clearance obtained (or deemed obtained by expiry of the review period) before the JV begins operating.

The following scenarios illustrate when joint venture notification in Turkey is, and is not, likely required:

• Scenario A, Domestic manufacturing JV. Two Turkish companies form a new entity to produce automotive components. Both parents exceed the individual Turkish turnover threshold; the JV will have its own plant, employees and third-party customers. Result: notifiable, full-function, joint control, thresholds met.
• Scenario B, Foreign-to-foreign JV with Turkish sales. Two non-Turkish multinationals form a JV in the Netherlands to serve European markets. Each parent generates Turkish turnover through existing subsidiaries. The combined and individual Turkish turnovers exceed the thresholds. Result: notifiable, extraterritorial effects, thresholds met.
• Scenario C, Short-term R&D collaboration. Two pharma companies pool resources for a three-year clinical trial. The arrangement has no independent market presence and no third-party sales. Result: likely not notifiable, fails the full-function test; assess under Article 4 instead.
• Scenario D, Technology JV with borderline turnover. A Turkish conglomerate and a foreign software company form a JV to commercialise an AI platform in Turkey. The foreign parent’s Turkish turnover is minimal, but the technology undertaking exception no longer applies in its prior breadth. Result: reassess under the narrowed 2026 exception; early indications suggest notification may now be required.

Filing Procedure: How to Notify the TCA of a Joint Venture

Understanding how to notify the TCA of a joint venture is critical for avoiding procedural delays and gun-jumping risk. The filing process follows a structured sequence under the Communiqué on Mergers and Acquisitions.

Filing checklist:

• Who files. The notification is submitted jointly by the parent undertakings proposing to establish joint control. In practice, Turkish competition counsel files on behalf of all parties simultaneously.
• Notification form. The parties must complete the TCA’s prescribed notification form, which requires detailed information on the parties’ corporate structures, turnovers, the JV’s intended activities, affected markets and any horizontal or vertical overlaps.
• Supporting documents. Attach the JV agreement (or final draft), shareholders’ agreement, board-composition terms, business plan, most recent audited financial statements for each parent and, where applicable, market-share estimates for Turkey.
• Completeness check. The TCA has a formal completeness-review period. If the notification is incomplete, the review clock does not start until the TCA confirms receipt of all required materials.
• Phase I timeline. Once the filing is deemed complete, the TCA conducts an initial (Phase I) review. This phase is designed to be completed within approximately 30 calendar days under the Communiqué.
• Phase II (in-depth review). If the TCA identifies serious competition concerns, it may open a Phase II investigation, extending the review period significantly, potentially up to an additional 6 months. Phase II investigations for JVs remain relatively uncommon but are not unheard of in concentrated sectors.
• Filing fee. A notification fee is payable to the TCA upon filing. The amount is updated periodically; confirm the current level with Turkish counsel before submission.

Common mistakes to avoid: filing before the JV agreement is sufficiently final for the TCA to assess the full-function criteria; omitting parent-level turnover from non-Turkish subsidiaries that nonetheless generate Turkish-source revenue; and failing to request a pre-notification meeting in complex or borderline cases.

Practical Steps and Mitigation for Foreign Investors and Deal Teams

Foreign investors planning a joint venture in Turkey should build merger-control compliance into the transaction timeline from term-sheet stage. The following checklist covers the key actions.

Pre-closing diligence checklist:

• Calculate each parent’s Turkish turnover (including revenues from subsidiaries and affiliates) against the post-11 February 2026 thresholds.
• Assess whether the JV satisfies all four full-function criteria, resources, market presence, permanence and operational autonomy.
• Determine whether any exemption (including the narrowed technology undertaking exception) applies.
• If notification is required or borderline, request a pre-notification meeting with the TCA. These informal consultations allow the parties to discuss the scope of the filing, identify potential concerns and refine market definitions before the formal clock starts.
• Build a realistic timeline: allow at least 6–8 weeks from first contact with Turkish counsel to formal filing, plus 30+ days for Phase I review. Factor in potential Phase II risk for sensitive sectors.

Drafting Tips, Contractual Clauses to Manage Notification Risk

Note: the following are illustrative clause concepts, not legal advice. All drafting should be reviewed by qualified Turkish competition counsel.

• Standstill clause. Include a provision in the JV agreement that expressly prohibits the parties from implementing the transaction, including any transfer of assets, employees or customer contracts, until TCA clearance is obtained or deemed obtained.
• Conditions precedent. Make closing conditional upon receipt of all required merger-control clearances, including TCA approval. Specify a long-stop date that allows adequate time for Phase I and potential Phase II review.
• Carve-out mechanism. Where the JV’s activities include both Turkish and non-Turkish operations, consider structuring the Turkish component as a distinct closing step that occurs only after TCA clearance, allowing non-Turkish elements to proceed independently.
• Information-barrier provisions. During the pre-clearance period, the parties should not exchange competitively sensitive information beyond what is strictly necessary for the filing and transaction. Include information-barrier language in the JV agreement and any interim operating protocols.

These structuring measures do not eliminate the notification obligation, but they reduce the risk of gun-jumping and give the parties flexibility if the TCA review extends beyond the anticipated timeline.

Worked Examples and Threshold Calculations

The following worked examples demonstrate how to apply the merger notification thresholds to joint ventures under the post-11 February 2026 framework. Both examples use illustrative round numbers to clarify the calculation methodology.

In Example 2, the cross-border dimension adds complexity: each parent must aggregate Turkish turnover across all group companies, including indirect sales through distributors. The TCA Guidelines provide further detail on the calculation methodology, including which intercompany eliminations are required and how to treat multi-year averaging where applicable.

Conclusion, Taking Action on Turkish Merger Control for Joint Ventures

The 11 February 2026 amendments have materially expanded the scope of joint ventures merger control in Turkey. More JVs now trigger mandatory notification, the full-function test is codified with greater precision, and the technology undertaking exception no longer offers the broad shelter it once did. For deal teams and foreign investors, the practical consequence is clear: every planned JV with a Turkish dimension, whether formed domestically, offshore or as part of a multi-jurisdictional transaction, requires a fresh assessment against the amended framework.

The immediate action items are straightforward:

• Re-run turnover calculations for any pending or planned JV using the post-11 February 2026 thresholds.
• Reassess any JV previously assumed exempt under the technology undertaking exception.
• Build TCA notification timelines and standstill clauses into transaction agreements from the outset.

Early engagement with experienced Turkish competition counsel is the single most effective way to avoid gun-jumping risk, reduce filing delays and ensure the JV structure is robust from both a commercial and regulatory perspective.

Sources

1. Turkish Competition Authority (TCA), Guidelines on Mergers and Acquisitions
2. Official Gazette (Resmî Gazete), 11 February 2026 Amendment
3. Law No. 4054 on the Protection of Competition (Consolidated Text)
4. TCA Communiqué on Mergers and Acquisitions (Amended Text)
5. European Commission, Notices and Guidelines on Mergers (Comparative Reference)
6. OECD Competition Policy, International Merger Control Standards