Technology Undertakings & Turkish Merger Control: What Foreign Investors Need to Know in 2026

The rules governing technology undertakings in Turkey changed significantly in early 2026, and any foreign buyer planning a tech M&A deal, joint venture, or carve‑out involving a Turkish target now faces a materially different notification landscape. The Turkish Competition Authority (TCA) published amendments to its Communiqué on Mergers and Acquisitions Subject to the Approval of the Competition Board (Communiqué No. 2010/4), raising standard turnover thresholds while simultaneously introducing a dedicated regime for transactions involving technology undertakings. These 2026 merger control amendments mean that certain acquisitions of low‑turnover tech targets, previously outside the TCA’s mandatory filing net, may now require pre‑closing notification.

For deal teams at multinational corporates and private‑equity sponsors, understanding whether a target qualifies as a technology undertaking, and what that classification triggers, is no longer optional due diligence, it is a gating item on the critical path to closing.

Quick Answer: Do Foreign Buyers Now Face More Filing Obligations for Tech Deals?

In most cases, yes. The 2026 amendments expanded the TCA’s reach over technology transactions by creating a separate notification test for technology undertakings that operates alongside, and in some circumstances below, the standard turnover thresholds. A transaction that would previously have fallen beneath the radar because the Turkish target generated minimal domestic revenue may now be caught if the target meets the technology undertaking definition and the acquirer’s group turnover exceeds the relevant global threshold.

The practical effect is asymmetric: large foreign acquirers buying innovative Turkish start‑ups or platform businesses are the primary group affected. Smaller, purely domestic transactions without a technology component continue to be assessed under the revised (and higher) standard thresholds.

One‑Line Decision Rule for Deal Teams

If your target operates in Türkiye and its core activities involve digital platforms, software, data analytics, fintech, biotech, or similar technology‑driven services, assume you must analyse the technology undertaking test, even if the target’s Turkish turnover is below the standard filing thresholds. Move to the decision tree and checklist in Section 6 below for a structured assessment.

Legal Framework and the 2026 Merger Control Amendments

Turkish merger control is governed by the Act on the Protection of Competition (Law No. 4054) and its implementing secondary legislation, principally Communiqué No. 2010/4. The TCA has exclusive jurisdiction over pre‑merger notification and clearance. Transactions that meet the prescribed thresholds cannot be completed before the TCA grants approval or the statutory waiting period expires without a decision.

The 2026 amendments to Communiqué No. 2010/4 introduced three headline changes relevant to foreign investors pursuing tech M&A in Turkey. First, the standard domestic and global turnover thresholds were increased, reflecting inflation and market growth. Second, a formal definition of “technology undertaking” was codified in the Communiqué, replacing what had previously been an informal, practice‑driven concept. Third, a dedicated notification obligation was introduced for acquisitions involving technology undertakings, applying even where the target’s own Turkish turnover falls below the revised standard thresholds, provided the acquirer’s worldwide group turnover exceeds a specified level.

These changes align Türkiye with a broader international trend. The European Commission, Germany’s Bundeskartellamt, and several other authorities have adopted or proposed similar value‑based or innovation‑based merger filing thresholds designed to capture so‑called “killer acquisitions” in the technology sector. The TCA’s approach, however, retains several Turkey‑specific features, notably the emphasis on activities conducted within Türkiye and the technology undertaking criteria outlined in the Communiqué, that make jurisdiction‑specific analysis essential.

Timeline of Key Regulatory Dates

What Is a “Technology Undertaking” Under Turkish Merger Control?

The technology undertaking definition introduced by the 2026 amendments is a functional, activity‑based test, not a simple sector label. An undertaking is not classified as a “technology undertaking” merely because it operates in the IT sector. Instead, the TCA examines whether the entity’s primary activities, assets, or competitive significance derive from technology‑related functions performed in or directed towards Türkiye.

Under the amended Communiqué, a technology undertaking is broadly defined as an entity whose activities encompass the development, provision, or operation of technology‑based products, services, or platforms, including but not limited to digital marketplaces, software-as-a-service, data analytics, fintech infrastructure, health technology, and biotechnology. The definition is intentionally broad, and the TCA retains discretion to apply it based on substance over form.

TCA Assessment Factors: Market, Data, Users, and Assets

In practice, industry observers note that the TCA considers five principal indicators when determining whether a target qualifies as a technology undertaking:

1. Core activity test. Does the undertaking develop, license, or operate technology (software, algorithms, platforms, APIs, or digital infrastructure) as its primary commercial activity?
2. User base and network effects. Does the undertaking maintain a significant number of active users, subscribers, or platform participants in Türkiye? The TCA is particularly attentive to multi‑sided platforms where user volume drives competitive significance.
3. Data control and processing. Does the undertaking collect, process, or monetise substantial datasets, especially personal data, behavioural data, or commercially sensitive market data, originating from or relating to users in Türkiye?
4. R&D and innovation assets. Does the undertaking hold patents, trade secrets, proprietary algorithms, or other innovation‑linked intellectual property that confer a competitive advantage?
5. Platform or ecosystem role. Does the undertaking operate as a gateway, intermediary, or essential facility within a broader digital ecosystem, for example, an app store, a payments processor, or an advertising network?

No single factor is determinative. The TCA applies a holistic assessment, and a target that scores highly on two or three indicators may be classified as a technology undertaking even if it does not meet all five.

Examples and Borderline Cases

Clear cases include Turkish SaaS companies, e‑commerce marketplaces, fintech payment platforms, and ride‑hailing or food‑delivery apps with substantial Turkish user bases. Borderline cases, where deal teams should seek specialist advice, include biotech firms with limited Turkish revenue but significant local clinical data, hardware manufacturers with embedded proprietary software, and traditional businesses undergoing digital transformation where the technology component is ancillary rather than core. The TCA has signalled that it will look through corporate structures and assess the substance of the target’s activities, meaning that a holding company or SPV may still be treated as a technology undertaking if its underlying assets meet the criteria.

Turnover Thresholds and the Technology Undertaking Exception

The 2026 amendments restructured the TCA merger thresholds into two parallel tracks. The standard track retains the familiar two‑limb turnover test (combined Turkish turnover of the parties plus individual Turkish turnover of at least one party exceeding the prescribed minimums), with thresholds now set at higher TRY‑denominated levels to account for inflation. The technology undertaking track introduces a supplementary filing obligation for transactions involving a target that qualifies as a technology undertaking, even where that target’s own Turkish turnover falls below the standard thresholds, provided the acquirer’s worldwide turnover exceeds the specified global threshold.

The practical consequence is that foreign acquirers with large global revenues (the typical profile for multinational tech buyers and PE sponsors) can no longer assume that a small Turkish tech target is filing‑exempt.

When to Notify the Turkish Competition Authority: Decision Tree and Checklist

Determining whether to notify the TCA for a technology transaction requires a structured, stepwise analysis. The following checklist is designed for deal teams conducting their initial merger notification assessment for Turkey.

1. Identify the target’s Turkish nexus. Is the target established in Türkiye, or does it conduct substantial commercial activities directed at Turkish users or customers?
2. Calculate standard turnover figures. Obtain audited Turkish turnover data for all parties. Do the combined and individual figures meet the revised 2026 standard thresholds?
3. If standard thresholds are met, notification is mandatory. Proceed to filing preparation (Step 8).
4. If standard thresholds are not met, assess whether the target qualifies as a technology undertaking (apply the five‑factor test above).
5. If the target is a technology undertaking, check whether the acquirer’s worldwide group turnover exceeds the global threshold specified for technology undertaking filings.
6. If both conditions are met (target is a technology undertaking + acquirer exceeds global threshold), notification is required under the technology undertaking track.
7. If neither track is triggered, no mandatory notification. Document the analysis and retain the file for due diligence records.
8. Prepare the Standard Notification Form. Compile all required information, including market definitions, competitor lists, and, for technology undertakings, supplementary data on users, data flows, and platform metrics.
9. Engage local Turkish competition counsel to finalise the filing, handle confidentiality requests, and manage the TCA relationship.
10. File and observe the standstill obligation. Do not close the transaction before TCA clearance or expiry of the review period.
11. Respond to any Requests for Information (RFIs). The TCA frequently issues detailed RFIs in technology cases, particularly regarding user data, competitive overlaps, and data portability.
12. Obtain clearance and close. Proceed to completion only after receiving the TCA’s approval decision or after the statutory review period lapses without a decision.

Filing Mechanics: Standard Notification Form and Practical Tips

The TCA’s Standard Notification Form requires detailed information about the parties, the transaction structure, affected markets, and competitive overlaps. For filings involving technology undertakings, deal teams should expect to provide supplementary exhibits covering Turkish user metrics (monthly active users, daily active users, registered accounts), revenue segmentation by product line and geography, data processing activities and data localisation arrangements, and any exclusivity or interoperability agreements. Confidentiality requests can be submitted alongside the notification but should be prepared in advance, as the TCA may publish a non‑confidential summary. The form is submitted electronically through the TCA’s online portal.

Deal Structuring and Drafting to Reduce Notification Risk or Speed Clearance

Foreign buyers pursuing tech M&A in Turkey have several structural levers available to manage Turkish merger control risk. The choice between them depends on the commercial objectives, the target’s profile, and the acquirer’s risk appetite.

Carve‑outs and asset deals. Acquiring specific technology assets (IP, source code, data sets) rather than the entire entity may, in certain circumstances, avoid triggering the technology undertaking test, provided the carved‑out assets do not themselves constitute an undertaking with autonomous market presence. This approach carries execution risk: the TCA looks through form to substance, and a carve‑out that effectively transfers the target’s competitive position will likely still require notification.

Staged or conditional acquisitions. Structuring the deal as a minority investment followed by a call option or put/call mechanism can defer the filing obligation to the point at which control actually transfers. This is commercially useful where the buyer wants to secure economics early but is prepared to delay control. The key risk is that the TCA may treat certain minority stakes, particularly those with board appointment rights, veto powers over strategic decisions, or access to competitively sensitive information, as conferring de facto control.

Licence agreements versus full acquisition. In some cases, licensing the target’s technology rather than acquiring the entity avoids the merger control regime entirely. This option suits buyers whose primary objective is technology access rather than market entry. However, an exclusive, long‑term licence that effectively replicates ownership may be reclassified by the TCA as a concentration.

Sample Protective Clauses

Deal agreements for transactions potentially subject to Turkish merger control should include protective provisions. The following language is illustrative only and should be adapted by local counsel:

• TCA condition precedent. “Completion shall be conditional upon receipt of unconditional clearance from the Turkish Competition Authority, or the expiry of the applicable review period without a prohibition decision, in respect of the Transaction.”
• Long‑stop date with TCA extension. “If TCA clearance has not been obtained by the Long‑Stop Date, either Party may extend the Long‑Stop Date by [90] days by written notice to the other Party, provided that good‑faith efforts to obtain clearance are continuing.”
• Regulatory cooperation undertaking. “Each Party shall use reasonable endeavours to provide all information and documents reasonably requested by the TCA in connection with its review of the Transaction and shall not, without the prior written consent of the other Party, withdraw or materially amend the Notification.”

When to Engage Local Counsel and Pre‑Notification Meetings

Early engagement with Turkish competition law counsel is strongly advisable, ideally at the LOI or term‑sheet stage. The TCA permits informal pre‑notification contacts, which can be used to test jurisdictional questions (e.g., whether the target qualifies as a technology undertaking) and to discuss market definition issues before the formal filing clock starts. Pre‑notification meetings do not bind the TCA but can significantly reduce the risk of an incomplete filing or unexpected RFIs post‑submission.

What the TCA Looks for in Tech Deals: Evidence and Common Issues

In its substantive review of technology transactions, the TCA focuses on several categories of evidence and competitive concerns that deal teams should anticipate and prepare for during due diligence:

• User metrics in Türkiye. Monthly and daily active users, registered accounts, transaction volumes, and user growth trends, segmented by Turkish users specifically.
• Monetisation model. How the target generates revenue (advertising, subscriptions, commissions, licensing), with a focus on Turkish‑sourced revenue even if formally booked offshore.
• Data flows and localisation. What data is collected from Turkish users, where it is processed and stored, and whether data localisation requirements under Turkish data protection law (Law No. 6698) apply.
• Interoperability and switching costs. Whether the target’s technology is interoperable with competing platforms and the extent to which users face switching costs or lock‑in effects.
• Exclusivity arrangements. Any exclusive supply, distribution, or API‑access agreements that could foreclose competitors or raise vertical concerns.
• Developer and ecosystem dependencies. Whether third‑party developers, app publishers, or service providers depend on the target’s platform or infrastructure.

Deal teams should compile these data points during due diligence and include them as standard exhibits in any TCA notification. Incomplete or delayed responses to RFIs on these topics are the most common cause of extended review timelines in Turkish technology undertaking cases.

Practical Checklist for Transaction Teams

The following checklist summarises the key actions, responsible parties, and timing for managing TCA notification risk in a technology transaction:

1. Pre‑deal (LOI stage): Instruct Turkish competition counsel; request target’s Turkish turnover data and user metrics. Responsibility: buyer’s M&A lead.
2. Pre‑deal (due diligence): Apply the five‑factor technology undertaking test; assess whether either filing track is triggered. Responsibility: competition counsel.
3. Pre‑sign: Draft TCA condition precedent and long‑stop provisions into the SPA or merger agreement. Responsibility: transaction lawyers.
4. Pre‑sign: Consider pre‑notification contact with TCA to discuss jurisdictional or market‑definition questions. Responsibility: competition counsel.
5. Signing to filing: Prepare Standard Notification Form and supplementary technology exhibits; submit confidentiality requests. Responsibility: competition counsel + deal team data room.
6. Post‑filing: Monitor and respond promptly to TCA RFIs; maintain standstill discipline, do not implement any aspect of the transaction before clearance. Responsibility: competition counsel + integration team.
7. Clearance to closing: Confirm clearance decision received; comply with any conditions or commitments; proceed to completion. Responsibility: buyer’s M&A lead + competition counsel.

Conclusion: Managing Technology Undertakings Risk in Turkey

The 2026 amendments to Turkey’s merger control regime have expanded the TCA’s jurisdiction over technology transactions in a way that directly affects foreign buyers. Understanding whether your target qualifies as a technology undertaking, determining which filing track applies, and structuring the deal for regulatory efficiency are now essential elements of any tech M&A playbook for Türkiye. Deal teams should integrate TCA analysis into their earliest due diligence workflows and engage specialist Turkish competition counsel before signing. To discuss how these rules apply to a specific transaction, find a Turkey competition lawyer through the Global Law Experts directory.

This article provides general guidance on Turkish competition law and does not constitute formal legal advice. Specific transactions should be assessed on their individual facts with the assistance of qualified Turkish competition counsel. Last reviewed: June 29, 2026.

Sources

1. Turkish Competition Authority (TCA), Official Site
2. Official Gazette (Resmî Gazete)
3. Paksoy, 2026 Merger Control Newsletter
4. ELIG Gürkaynak, Digital M&A in Turkish Merger Control
5. Kolcuoğlu Demirkan Koçaklı, Turkish Merger Control in Technology Markets
6. Gide Loyrette Nouel, Definition and Limits of Technology Undertaking
7. ERIKEL Partners, 2026 Amendments Overview
8. Mergerfilers, Turkey Merger Filing Guide