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

Last reviewed: May 12, 2026 | Reflects Communiqué No. 2026/2 published by the Turkish Competition Authority (Rekabet Kurumu) in February 2026 and effective from March 2026.

Key takeaways at a glance:

• The aggregate Turkish turnover threshold for mandatory merger notification Turkey has risen from TRY 750 million to TRY 3 billion under Communiqué No. 2026/2.
• The separate-party (local) turnover threshold has increased from TRY 250 million to TRY 750 million.
• New tailored rules now apply to technology undertakings, introducing additional notification triggers based on transaction value, user base and data assets.

The merger thresholds Turkey regime underwent its most significant overhaul in over a decade when the Turkish Competition Authority published Communiqué No. 2026/2 in February 2026, with implementation taking effect in March 2026. For in-house counsel, M&A advisors, private equity sponsors and corporate deal teams, these changes demand an immediate reassessment of whether pending and future transactions trigger a mandatory filing obligation. This guide provides a practical, step-by-step walkthrough of the new turkey merger control framework: who must notify, how to calculate turnover, what special rules apply to technology deals, the full filing checklist and timeline, worked numerical examples, and the consequences of getting it wrong.

Whether you are closing a domestic bolt-on or structuring a cross-border buyout with Turkish revenue, the analysis below gives you the compliance clarity your deal requires.

Quick Decision Checklist, Does Your Deal Require Merger Notification Turkey?

Before engaging external counsel or preparing a formal filing, deal teams should run through this six-step preliminary assessment to determine whether a transaction is likely to require merger notification Turkey under the amended Communiqué. This is a screening tool, not a substitute for legal advice, but it will save time and focus resources where they are needed.

1. Is there an acquisition of control, a merger, or a joint venture formation? If no → no notification required. If yes → proceed.
2. Calculate the aggregate Turkish turnover of all parties to the transaction. Does it exceed TRY 3 billion? If yes → proceed to step 4. If no → proceed to step 3.
3. Does the target qualify as a “technology undertaking” under Communiqué No. 2026/2? If yes → special rules may still trigger notification regardless of turnover. If no → the deal is likely exempt. Document your reasoning.
4. Does at least one party to the transaction have Turkish turnover exceeding TRY 750 million? If yes → proceed. If no → notification is unlikely required, but verify against the technology undertaking rules.
5. Does at least one other party to the transaction have Turkish turnover exceeding TRY 250 million? If yes → mandatory notification. If no → re-evaluate whether the technology undertaking rules apply.
6. Has the transaction already been closed without notification? If yes → seek urgent legal advice on voluntary filing and remediation. If no → prepare your filing.

Traffic-Light Rules for Deal Teams

• Green (likely exempt): Aggregate Turkish turnover below TRY 3 billion and no technology undertaking involved, document your analysis and proceed.
• Yellow (borderline, take advice): Aggregate turnover near TRY 3 billion, or target has significant Turkish user base/data assets but low revenue, engage Turkish antitrust turkey mergers counsel immediately.
• Red (must notify): Aggregate Turkish turnover exceeds TRY 3 billion, at least one party exceeds TRY 750 million and another exceeds TRY 250 million, or technology undertaking rules are triggered, file before closing.

Legal caveat: this checklist reflects the tests in Communiqué No. 2026/2 as published by the Rekabet Kurumu. Parties should always confirm the applicability of sector-specific exemptions and the latest TCA guidance before relying on a self-assessment.

What Changed, Communiqué No. 2026/2: Merger Thresholds Turkey Numbers and Effective Dates

The Turkish Competition Authority (Rekabet Kurumu) published Communiqué No. 2026/2 in the Official Gazette in February 2026. The amendments took effect approximately 30 days after publication, making March 2026 the operative implementation date. All transactions that had not yet closed by the effective date are assessed under the new thresholds, while transactions completed before that date remain subject to the prior regime.

The headline change is a fourfold increase in the aggregate Turkish turnover threshold and a threefold increase in the separate-party turnover threshold. The practical consequence is that a significant number of mid-market deals that previously required notification will now fall below the revised M&A notification thresholds, an outcome industry observers expect will reduce the TCA’s caseload by an estimated 30 to 40 per cent and free up resources for substantively complex reviews.

Currency note: All thresholds are denominated in Turkish lira. Given lira volatility, deal teams working in EUR or USD should convert at the prevailing exchange rate on the date of signing or the date the last financial year’s accounts are finalised. As of May 2026, TRY 3 billion represents approximately EUR 85–90 million and USD 90–95 million, but these figures fluctuate and should be recalculated at each relevant date. The Communiqué does not currently provide for automatic inflation-linked indexation, although the TCA retains the power to revise thresholds by further communiqué.

The dual-threshold structure remains intact: a transaction triggers the merger notification Turkey obligation only if both the aggregate test and the separate-party test are met (unless the special technology undertaking rules apply independently). This cumulative requirement means that a deal where only one party has substantial Turkish revenue may fall outside the regime entirely, a point that is frequently misunderstood by international deal teams accustomed to single-threshold jurisdictions.

Notifiability Tests Explained, Aggregate Turkish Turnover vs Separate-Party Turnover

Understanding how the Turkish Competition Authority calculates turnover is essential for accurate compliance. The Communiqué defines “Turkish turnover” by reference to net sales revenue generated within Turkey during the most recent financial year, consolidated at the ultimate parent level for the entire corporate group of each party. The following step-by-step methodology reflects prevailing TCA practice and the relevant articles of the amended Communiqué.

How to Treat Multi-Jurisdictional Corporate Groups

For each party to the transaction, Turkish turnover must be calculated on a consolidated group-wide basis. This means:

1. Identify the ultimate parent entity of each party (the entity exercising sole or joint control at the top of the corporate chain).
2. Aggregate all Turkish-source net revenue of every entity within the group, including subsidiaries, affiliates under decisive influence, and joint ventures where the party exercises joint control.
3. Exclude intra-group transactions (sales between entities within the same group) to avoid double-counting.
4. Use the most recent audited financial year. If audited accounts are not yet available for the most recent complete financial year, the TCA typically accepts interim figures accompanied by an explanation.

For private equity sponsors, the relevant group is typically the fund (or funds under common management) and all portfolio companies, not merely the acquisition vehicle. This aggregation can materially increase the calculated Turkish turnover and push an otherwise small deal above the merger thresholds Turkey.

When Separate-Party Turnover Matters, And How It Changes Deal Dynamics

The aggregate test alone is not sufficient. Even where combined Turkish turnover exceeds TRY 3 billion, the transaction is only notifiable if the separate-party tests are also met. Under Communiqué No. 2026/2, at least two parties to the transaction must each individually generate Turkish turnover exceeding TRY 750 million. In the alternative, at least one party must exceed TRY 750 million and a second party must exceed TRY 250 million.

The practical effect is significant for acquisitions of small targets by large buyers. If a global buyer with TRY 2 billion in Turkish revenue acquires a start-up with TRY 100 million in Turkish revenue, the combined figure exceeds TRY 3 billion but the target falls below the TRY 250 million minimum, meaning no notification is required (absent the technology undertaking rules). Deal teams should run both tests in parallel at the earliest stage of due diligence.

Worked formula:

• Party A Turkish turnover: TRY 2.2 billion
• Party B Turkish turnover: TRY 900 million
• Aggregate: TRY 3.1 billion → exceeds TRY 3 billion ✓
• Party A: TRY 2.2 billion → exceeds TRY 750 million ✓
• Party B: TRY 900 million → exceeds TRY 750 million ✓
• Result: mandatory notification.

Special Rules, Technology Undertakings, Asset Transfers and Minority Deals

Perhaps the most consequential innovation in Communiqué No. 2026/2 is the introduction of tailored tech sector merger rules for transactions involving “technology undertakings.” The Turkish Competition Authority has recognised that conventional turnover-based thresholds can fail to capture acquisitions of high-value technology targets that have minimal revenue but significant competitive potential, a concern familiar from the European Commission’s approach to so-called “killer acquisitions.”

Tech Sector Guidance, Data, Users and Platforms: Red Flags to Watch

Under the new rules, a transaction involving a technology undertaking may require notification even if the standard turnover thresholds are not met, provided the transaction value (including enterprise value, earn-out payments and assumed liabilities) exceeds a specified level and the target meets qualitative criteria relating to:

• User base: the target operates a platform, application or digital service with a significant number of Turkish users;
• Data assets: the target holds or processes substantial volumes of Turkish user data;
• R&D and intellectual property: the target conducts R&D activities in Turkey or holds IP with Turkish market significance;
• Competitive potential: the target, while not yet generating substantial revenue, is regarded as a potential competitor in a market where the acquirer already has a significant presence.

The Communiqué’s definition of “technology undertaking” is deliberately broad, and early indications suggest the TCA intends to interpret it expansively to capture fintech, healthtech, e-commerce marketplace and SaaS targets. Industry observers expect that the TCA will publish supplementary guidance in 2026 to clarify the precise transaction-value trigger level and the quantitative benchmarks for user-base and data-asset tests.

Asset transfers, including transfers of IP portfolios, customer databases and technology licences, may also constitute a notifiable concentration where the assets collectively function as a standalone business. For minority investments and acquisitions of “competitively significant influence” (a concept recognised by the TCA even below the 50 per cent control threshold), the antitrust turkey mergers analysis turns on whether the acquiring party gains the ability to influence the target’s commercial strategy. Deal teams should seek counsel’s assessment at the letter-of-intent stage for any investment or acquisition of Turkish assets.

Turkish Filing Requirements, Process, Timelines, Fees and Documentary Checklist

Once a transaction is determined to be notifiable, parties must file with the Turkish Competition Authority before closing. There is no statutory deadline to file after signing, but closing before clearance is obtained (or the statutory review period expires) constitutes a gun-jumping violation. The following step-by-step process reflects current TCA practice under the amended Communiqué No. 2026/2.

Standard Timeline and Critical Path

1. Pre-notification meeting (optional but recommended): Parties may request an informal meeting with the TCA case team to discuss the transaction structure, market definition and potential concerns. This is particularly advisable for technology undertaking deals or novel structures. There is no formal timeline for scheduling, but a lead time of two to three weeks is prudent.
2. Filing submission: Submit the completed notification form (available on the TCA website) together with all required documents, in Turkish. Unofficial translations of foreign-language documents are generally accepted at filing, but the TCA may request sworn translations during review.
3. Phase I review: The TCA has 30 calendar days from the date of a complete filing to issue a decision. If additional information is requested, the clock stops until the parties respond in full.
4. Phase II review (if initiated): Where the TCA identifies serious competition concerns, it may open a Phase II investigation, which extends the review period by up to six months. Phase II investigations remain relatively rare for straightforward acquisitions.
5. Decision: The TCA may approve unconditionally, approve subject to conditions and remedies, or prohibit the transaction.

Fees: The TCA does not currently charge a filing fee for merger control notifications, a feature that distinguishes the Turkish regime from several EU member states. However, parties should budget for the costs of translation, notarisation and legal counsel preparation.

Confidentiality: Parties may request confidential treatment for commercially sensitive information submitted with the filing. The TCA publishes a non-confidential summary of clearance decisions on its website.

The likely practical effect of the amended Turkish filing requirements is a reduction in the volume of standard-form filings but an increase in the complexity of filings involving technology undertakings, where the TCA may request additional information on user data, network effects and potential competition. Deal teams should allow a minimum of six to eight weeks from signing to expected clearance for Phase I cases, and longer for deals raising substantive issues or involving a Turkish tax nexus.

Practical Worked Examples, Merger Thresholds Turkey in Action

The following three hypothetical scenarios illustrate how the new M&A notification thresholds apply in practice. Each example walks through the calculation, the outcome and the recommended next step.

Example 1: Domestic bolt-on, now exempt

• Buyer: Turkish industrial group with TRY 1.8 billion consolidated Turkish turnover.
• Target: Turkish component manufacturer with TRY 200 million Turkish turnover.
• Aggregate Turkish turnover: TRY 2.0 billion, below the new TRY 3 billion threshold.
• Result: No notification required under Communiqué No. 2026/2. Under the prior regime (TRY 750 million aggregate), this deal would have been notifiable.
• Recommended step: Document the turnover analysis and retain it in the deal file for any future compliance audit.

Example 2: Cross-border private equity buyout, still notifiable

• PE fund (consolidated portfolio): TRY 4.5 billion aggregate Turkish turnover across all portfolio companies.
• Target: Turkish logistics platform with TRY 800 million Turkish turnover.
• Aggregate: TRY 5.3 billion → exceeds TRY 3 billion ✓
• PE fund: TRY 4.5 billion → exceeds TRY 750 million ✓
• Target: TRY 800 million → exceeds TRY 750 million ✓
• Result: Mandatory notification. Both aggregate and separate-party tests met.
• Recommended step: Engage Turkish counsel, schedule pre-notification meeting with TCA, factor six-to-eight-week clearance timeline into SPA conditions precedent.

Example 3: Tech asset acquisition, ambiguous under new rules

• Buyer: Global social media company with TRY 600 million Turkish turnover.
• Target: Turkish AI start-up with TRY 15 million Turkish turnover but 8 million active Turkish users and proprietary data sets.
• Aggregate: TRY 615 million, below TRY 3 billion. Standard thresholds not met.
• However, the target likely qualifies as a “technology undertaking” due to its user base and data assets.
• Result: Industry observers expect the TCA would treat this as notifiable under the new tech sector merger rules, depending on the transaction value and whether the qualitative criteria are satisfied.
• Recommended step: Seek urgent counsel advice and consider a voluntary pre-notification approach to the TCA to confirm the position before closing.

Risk Management and Remedies, What If You Miss a Notification?

Failing to file a notifiable transaction is a gun-jumping violation under Turkish competition law. The consequences can be severe and are not limited to financial penalties. The TCA may impose administrative fines of up to 0.1 per cent of the Turkish turnover generated in the financial year preceding the decision for each day of the infringement. In addition, the TCA has the power to order the unwinding of a completed transaction, effectively forcing a divestiture, if it determines that the concentration would have been prohibited or would have required remedies had it been notified.

Voluntary self-notification after discovering an omission is strongly advisable. While the TCA has not published formal leniency guidelines for gun-jumping, practitioners report that the authority has historically treated voluntary disclosures more favourably than cases it discovers through its own monitoring or through third-party complaints. Prompt voluntary filing, accompanied by a clear explanation of why the notification was missed and an offer of remedial commitments, is the recommended approach.

Practical SPA Drafting Tips, Deal Terms to Include

• Condition precedent: Make closing conditional on obtaining TCA clearance (or expiry of the review period without a decision) to eliminate gun-jumping risk.
• Hold-separate undertaking: Include a covenant requiring the parties to operate independently until clearance, particularly for horizontal or vertically related deals.
• Notification covenant: Obligate both parties to cooperate in preparing and filing the notification promptly after signing, with specific deadlines.
• Break fee / reverse break fee: Consider a break fee mechanism tied to a TCA prohibition to allocate regulatory risk between the parties.
• Long-stop date: Set a realistic long-stop date that accounts for the 30-day Phase I period plus a reasonable buffer for information requests or a potential Phase II investigation.

Comparison Table and Timeline of Key Legislative Dates

The following table and timeline summarise the evolution of the turkish competition authority’s merger control framework and highlight the changes introduced by Communiqué No. 2026/2. For businesses with ongoing deal flow in Turkey, this reference table provides a quick comparison that can be incorporated into compliance manuals and deal-screening protocols.

Timeline of key dates:

• 2010: Original Merger Control Communiqué (Communiqué No. 2010/4) established the foundational framework and initial turnover thresholds.
• 2022: Interim threshold adjustments via communiqué amendments reflecting lira depreciation and inflation.
• February 2026: Communiqué No. 2026/2 published in the Official Gazette, materially raising thresholds and introducing technology undertaking rules.
• March 2026: Communiqué No. 2026/2 enters into force. All unclosed transactions assessed under new rules.

Conclusion, Navigating the New Merger Thresholds Turkey Framework

The 2026 amendments to Turkey’s merger control regime represent a watershed moment for M&A activity in the jurisdiction. The substantially higher merger thresholds Turkey now applies will reduce the filing burden for mid-market transactions, but the new technology undertaking rules introduce a layer of complexity that demands careful, deal-specific analysis. In-house counsel and deal teams should update their compliance screening protocols immediately to reflect Communiqué No. 2026/2, integrate the notifiability tests into early-stage due diligence and build realistic TCA clearance timelines into transaction timetables.

For transactions in progress or under negotiation, the priority is to run the dual-threshold calculations now, assess whether the technology undertaking rules could apply, and engage experienced Turkish competition counsel before signing. The cost of a missed notification, both in financial penalties and in the risk of a forced unwind, far exceeds the cost of proactive compliance.

Sources

1. Turkish Competition Authority (Rekabet Kurumu), Guidelines
2. Paksoy, New Merger and Acquisition Regulation from the Competition Board
3. Moroğlu Arseven, Significant Amendments to the Turkish Competition Authority’s Mergers and Acquisitions Legislation
4. ESİN Attorney Partnership, The Turkish Merger Control Communiqué Has Been Amended
5. Schoenherr, Turkish Competition Authority Amends the Merger Control Communiqué
6. Mondaq, Significant Amendments on Turkish Merger Control Legislation
7. ELIG Gürkaynak, Merger Control Turkey
8. White & Case, Significant Changes to Turkish Merger Control Rules and Procedure