How to Complete Turkey's New Merger Notification (standard Form): Step‑by‑step Filing Checklist for Foreign Buyers

Turkey’s merger notification form underwent its most significant overhaul in over a decade when Communiqué No. 2026/2 took effect in February 2026, replacing several annexes of the original Communiqué No. 2010/4 and introducing a restructured Standard Notification Form. For foreign buyers, private equity sponsors, and in‑house M&A counsel preparing a Turkish merger control filing, the 2026 changes alter turnover thresholds, add dedicated technology‑undertaking declarations, and recalibrate the boundary between Standard and Full Form filings. This guide provides the practical, section‑by‑section walkthrough that transaction teams need, from threshold gatekeeping to annex preparation and post‑filing communications with the Turkish Competition Authority (TCA).

Every step is mapped to the current merger filing checklist for Turkey so that cross‑border deal teams can file with confidence and avoid unnecessary Phase II scrutiny.

Quick Summary: What Changed in 2026 (Communiqué No. 2026/2)

Communiqué No. 2026/2, published in the Official Gazette (Resmî Gazete) in February 2026, amends the foundational Communiqué No. 2010/4 on mergers and acquisitions requiring TCA approval. The changes respond to OECD and ICN best‑practice recommendations and align Turkish merger control more closely with international norms, particularly for digital and technology transactions.

Who should read this: Any foreign acquirer, private equity fund, or multinational corporate buyer whose transaction touches Turkey, whether through Turkish revenues, a Turkish target entity, or platform users located in Turkey.

Industry observers expect the transitional period to generate a wave of supplementary information requests from the TCA, particularly for transactions involving technology undertakings that were filed under the old regime without the newly required digital‑market disclosures.

Who Must Notify the TCA Now? Decision Checklist for Turkish Merger Control

The first question for any cross‑border deal team is whether the transaction triggers a mandatory notification under Turkish merger control rules. Communiqué No. 2026/2 revised the turnover thresholds and clarified the treatment of foreign‑to‑foreign transactions and technology undertakings.

Turnover Thresholds in Turkey

Under Law No. 4054 (the Turkish Competition Law), concentrations that meet or exceed the turnover thresholds specified in the Communiqué must be notified to the TCA before closing. The thresholds are denominated in Turkish Lira and are periodically updated. Following Communiqué No. 2026/2, the threshold structure retains a two‑limb test:

• Combined Turkish turnover test. The aggregate Turkish turnover of all parties to the transaction must exceed the prescribed combined threshold.
• Individual Turkish turnover test. At least two of the parties must each individually exceed a separate, lower individual threshold in Turkey.

A parallel global turnover test applies where at least one party’s Turkish turnover exceeds a specified level. Transaction teams should convert all figures into Turkish Lira at the exchange rate applicable to the most recent audited financial year, a step that frequently causes errors for foreign buyers dealing in EUR or USD.

Foreign‑to‑Foreign Rules

Foreign‑to‑foreign transactions, where neither the acquirer nor the target is incorporated in Turkey, remain notifiable if the turnover thresholds are met. The TCA has consistently held that revenue generated in Turkey (including through exports to Turkish customers, digital platform revenue attributable to Turkish users, or licensing fees from Turkish licensees) counts toward the threshold calculation. Failing to account for these indirect revenue streams is among the most common filing errors for foreign buyers.

Technology Undertaking Rule

Communiqué No. 2026/2 introduced express provisions for technology and digital undertakings. Where a party qualifies as a “technology undertaking” under the Communiqué’s definitions, broadly, an entity whose business model is substantially based on digital platforms, data‑driven services, or technology licensing, the notification obligation may be triggered even where traditional turnover thresholds are not met, provided specified market‑connection criteria are satisfied. This brings Turkey closer to the transaction‑value thresholds adopted by the EU and Germany.

Choosing Standard vs. Full Notification: When to Use Which Form

Communiqué No. 2026/2 sharpened the dividing line between the Standard Notification Form and the Full Notification Form. Choosing the wrong form can delay a transaction significantly: submitting a Standard Form when a Full Form is required will trigger a deficiency notice; submitting a Full Form unnecessarily will burden the team with extensive economic analyses that are not needed for a straightforward deal.

When the Standard Notification Form Suffices

The Standard Form is appropriate where the concentration does not raise material competitive concerns at first glance. In practice, this typically covers transactions where:

• The parties’ combined market share on any plausible affected market in Turkey remains below the thresholds set in the Communiqué.
• There are no significant vertical or conglomerate relationships between the parties’ activities in Turkey.
• The transaction does not involve a technology undertaking with substantial Turkish user bases.

When the Full Form Is Required

The Full Form is required where horizontal overlaps, vertical links, or conglomerate effects exceed the Communiqué’s quantitative or qualitative screens. Transactions involving a technology undertaking that exceeds specified user or revenue metrics in Turkey will generally also require a Full Form filing, given the additional competitive‑assessment disclosures involved.

Practical Filing Tips for Foreign Buyers

When in doubt, industry observers recommend filing the Standard Form with a cover letter flagging the borderline issues, rather than defaulting to the Full Form. The TCA can always request a Full Form if it considers the Standard Form insufficient, but an unsolicited Full Form filing may signal competitive concerns that do not actually exist.

Step‑by‑step: How to Complete the Merger Notification Form in Turkey (Section‑by‑Section)

This section walks through each major block of the Standard Notification Form as restructured by Communiqué No. 2026/2. For each part, the guidance identifies the required content, recommended supporting documents, and common red flags.

Part A, Transaction Details and Parties

Part A requires a concise description of the transaction structure (share acquisition, asset acquisition, joint venture), the identity and corporate structure of each party (including ultimate parents), and the legal basis for the concentration. Recommended approach:

• Transaction description. Use clear, factual language: “Company X will acquire 100 % of the shares of Company Y from Seller Z.” Avoid promotional or commercial language.
• Corporate charts. Attach simplified group structure charts for each party showing the ultimate beneficial owner. Label these as Annex 1‑A (Acquirer group chart) and Annex 1‑B (Target group chart).
• Contact details. Include authorised representative details, Turkish counsel details, and power of attorney (notarised and apostilled for foreign signatories).

Part B, Market Definition and Affected Markets

Part B asks the notifying parties to define the relevant product and geographic markets and to identify affected markets. This is where many filings attract TCA scrutiny. Practical guidance:

• Follow the TCA’s published guidelines on market definition, which are broadly consistent with OECD and ICN best practices.
• Identify all plausible horizontal overlaps (even narrow ones) and all vertical relationships. It is better to be over‑inclusive and explain why a market is not affected than to omit a market the TCA later identifies.
• For each affected market, state the parties’ individual and combined market shares for the last three financial years.

Part C, Turnover and Market Shares (How to Calculate)

Part C requires detailed turnover data. For each party, provide audited turnover figures for Turkey and worldwide for the last completed financial year. Supporting annexes should include:

• Audited financial statements (label as Annex 3‑A through Annex 3‑N for each entity).
• A turnover calculation table showing how worldwide and Turkish turnover figures were derived, including any intra‑group eliminations.
• Currency conversion workpapers where the party’s reporting currency is not Turkish Lira.

Red flag: the TCA will cross‑check turnover figures against publicly available data (annual reports, trade‑registry filings). Inconsistencies between the notification and public filings are the single fastest route to a deficiency notice.

Part D, Competition Assessment and Overlaps

Part D is the substantive core of the standard notification form. Here, the notifying parties provide their competitive assessment of horizontal overlaps, vertical links, and, where applicable, conglomerate effects. Include:

• Top five competitors and estimated market shares on each affected market.
• Top five customers and top five suppliers on each affected market (with approximate purchase/supply volumes).
• Barriers to entry analysis: regulatory barriers, capital requirements, IP constraints, network effects.
• Any efficiencies or public‑interest arguments the parties wish to advance.

Sample wording for a no‑overlap filing: “The parties’ activities in Turkey do not overlap on any plausible product market. The Acquirer’s activities are limited to [X], while the Target operates exclusively in [Y]. Accordingly, no affected markets arise.”

Part E, Commitments and Remedies (If Applicable)

If the parties anticipate competition concerns, Part E allows them to propose commitments at the notification stage. While early remedy proposals are uncommon in Standard Form filings, they can accelerate Phase I clearance where the TCA’s likely concern is obvious and a straightforward divestiture or behavioural remedy can address it. Any proposed commitment should be drafted in the format prescribed by the TCA’s published guidelines.

Technology / Digital Undertakings in Turkey: How to Evidence Market Power and User Metrics

The 2026 amendments to Turkish merger control introduced dedicated disclosure requirements for technology and digital undertakings. This section explains how to declare a technology undertaking on the merger notification form and what evidence to attach.

Key Metrics

Where a party qualifies as a technology undertaking, the Standard Notification Form requires disclosure of the following metrics (where applicable and available):

• Monthly Active Users (MAUs) and Daily Active Users (DAUs) attributable to Turkey.
• App installs and active device counts in Turkey for the most recent 12‑month period.
• Annual Recurring Revenue (ARR) from Turkish users or customers.
• Active merchants, sellers, or business users on the platform in Turkey.
• Data flows: types and volumes of personal and non‑personal data collected from Turkish users.

How to Present Data (Tables and Graphs)

The TCA expects structured, verifiable data rather than narrative assertions. Best practice is to provide:

• A summary table for each metric covering three years (or the platform’s operating history in Turkey if shorter), with the source of each figure clearly identified (e.g., internal analytics platform, third‑party measurement service).
• Graphs showing trends where the raw data alone does not convey the competitive context (e.g., a rapidly declining user base).
• A methodology note explaining how the figures were derived, particularly where the party’s analytics tools do not natively segment Turkish users.

Privacy and Data Transfer Considerations

Disclosing user‑level metrics to a regulator may engage Turkey’s data‑protection rules (Law No. 6698, the KVKK). Ensure that all data shared with the TCA is aggregated and anonymised. Where the TCA requests granular data, work with Turkish data‑protection counsel to structure a legally compliant disclosure, including any necessary data‑processing notifications.

Annex Checklist and Document Templates for the TCA Merger Filing

A well‑organised annex bundle is critical to avoiding deficiency notices. Below is a sample table of contents for an annex bundle accompanying a Standard Notification Form under the current merger filing checklist for Turkey.

File naming convention: Use [PartyName]_Annex[Number]_[Description]_[Date].pdf (e.g., AcquirerCo_Annex3A_AuditedFS_2025.pdf). Consistent labelling prevents the TCA from issuing deficiency notices for missing documents that are in fact present but poorly labelled.

Filing Procedure, e‑Devlet Submission, Waiting Period, and Timelines

Understanding how to notify the TCA and the procedural timeline that follows is essential for managing deal certainty.

The TCA accepts filings through its established submission channels. Parties should confirm the current submission modality (electronic via e‑Devlet or physical filing at the TCA’s Ankara offices) with Turkish counsel before the filing date, as procedural requirements may be updated. The notification itself does not carry a prescribed government filing fee under long‑standing TCA practice, although parties should confirm this remains the case at the time of filing.

Once a complete notification is received, the statutory Phase I review period is 30 calendar days under Law No. 4054. If the TCA determines that the concentration raises serious doubts as to its compatibility with competition, it may open a Phase II investigation, which extends the review period significantly. During both phases, the parties are subject to a mandatory standstill obligation: the transaction may not close until the TCA grants clearance.

What to Do after Filing

• Acknowledge deficiency notices promptly. If the TCA issues a deficiency notice, the review clock pauses until all requested information is provided. Respond within the deadline specified in the notice.
• Designate a single point of contact at Turkish counsel’s office to manage TCA communications. The TCA prefers a consistent interlocutor.
• Monitor the TCA’s public announcements. The TCA publishes decisions (redacted) on its website, and tracking recent decisions on comparable transactions can provide insight into the likely timeline.

Common Pitfalls and Cross‑border Traps for Foreign Buyers

Experienced deal teams encounter the same set of avoidable errors repeatedly. The following pitfalls are the most common sources of delay and risk for foreign buyers filing a merger notification form in Turkey:

• Currency conversion errors. Using the wrong exchange rate or reference date when converting foreign‑currency turnover into Turkish Lira. Always use the rate applicable to the last audited financial year.
• Inadequate technology evidence. Filing a Standard Form without the dedicated technology‑undertaking disclosures where a party qualifies as a digital platform. The TCA will issue a deficiency notice and the review clock will stop.
• Incomplete or inconsistent annex bundles. Missing annexes, inconsistent numbering, or unsigned transaction documents. Use the checklist and naming convention above.
• Late filings. The standstill obligation under Law No. 4054 means the transaction cannot close before clearance. Filing late compresses the deal timeline and may force contractual long‑stop date extensions.
• Overlooking indirect Turkish revenues. Failing to count export revenues, licensing fees, or platform revenues attributable to Turkish users when calculating whether turnover thresholds are met.

Conclusion and Quick Filing Checklist

Completing the merger notification form in Turkey under the 2026 regime requires methodical preparation, accurate threshold calculations, and, for technology deals, a structured approach to user‑metric disclosures. The following quick checklist summarises the critical steps:

• Confirm whether the transaction triggers a notification obligation under the revised turnover thresholds in Turkey.
• Determine whether the Standard Form or Full Form is appropriate based on overlaps, vertical links, and technology‑undertaking status.
• Complete each section of the Standard Notification Form with factual, verifiable information and consistent annex labelling.
• Prepare technology‑undertaking disclosures (MAU, DAU, ARR, data flows) if any party qualifies as a digital platform.
• Attach all supporting annexes using the file naming convention and cross‑check against the annex checklist.
• Submit the filing through the TCA’s current submission channel and confirm receipt.
• Observe the mandatory standstill obligation, do not close the transaction before receiving TCA clearance.
• Respond to any deficiency notices or information requests promptly to avoid pausing the review clock.

Sources

1. Turkish Competition Authority, Communiqué No. 2010/4 (as amended)
2. Turkish Competition Authority, Guidelines on Undertakings Concerned and Merger‑related Guidance
3. Republic of Turkey, Official Gazette (Resmî Gazete)
4. Law No. 4054 (Turkish Competition Law), TCA Legislation Repository
5. International Competition Network (ICN), Merger Templates and Jurisdictional Comparison
6. OECD Competition, Merger Review and Guidance