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

The rules governing technology undertakings Turkey has applied to merger control changed significantly on 11 February 2026, when the Turkish Competition Authority (TCA) published its amended Communiqué on Mergers and Acquisitions Calling for the Authorisation of the Competition Board. The 2026 merger control amendments redefined the statutory concept of a “technology undertaking,” adjusted mandatory turnover thresholds, introduced clearer joint-venture assessment criteria, and narrowed the scope of the special notification exception that has applied to tech-sector deals since 2022.

For foreign buyers, private equity sponsors and in-house M&A teams evaluating targets in Türkiye’s fast-growing digital economy, three compliance questions now demand immediate attention: does the target qualify as a technology undertaking, is the transaction notifiable under the new thresholds, and how should the deal be structured to manage TCA filing risk and timeline?

What Changed in 2026: Key Dates and Headline Amendments

The amended Communiqué took effect on 11 February 2026, the date of its publication in the Official Gazette. All transactions that had not yet closed as of that date fall under the new regime. Deals that had already received TCA clearance or that closed before 11 February 2026 are unaffected.

Key Dates and Timeline

The headline changes that deal teams must absorb are:

• Redefined “technology undertaking.” The definition now explicitly covers undertakings operating in, or assets related to, digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals, and health technologies.
• Adjusted turnover thresholds. The standard domestic turnover thresholds for mandatory filing have been increased, but the special technology-undertaking exception, which can trigger a notification obligation even when the target’s own domestic turnover falls below the general threshold, has been narrowed in scope.
• Clearer joint-venture assessment. The 2026 amendments provide more explicit criteria for when a joint-venture formation constitutes a notifiable concentration, reducing the case-by-case uncertainty that previously applied.

What Is a Technology Undertaking Under the TCA?

Under Turkish merger control, the technology undertaking definition is the gateway question for every tech-related deal. If a target or its assets meet this definition, the transaction may be notifiable even where the target’s turnover in Türkiye would ordinarily fall below the standard filing thresholds. Getting this classification right at the start of due diligence is therefore critical.

The Legal Test: Statutory Text

Article 4/1/e of the Communiqué defines technology undertakings as “undertakings or related assets operating in” a specified list of sectors. The 2026 amendment expanded this list to explicitly include:

• Digital platforms, online marketplaces, app stores, social media, search engines and aggregation platforms
• Software and gaming software, including SaaS, enterprise software, and mobile/console gaming studios
• Financial technologies (fintech), payment processors, digital banking, insurtech and blockchain-based financial services
• Biotechnology, gene-editing platforms, bioinformatics, synthetic biology and related R&D assets
• Pharmacology, drug-discovery platforms and digital therapeutics
• Agrochemicals, precision agriculture, crop-science data platforms
• Health technologies, medtech, digital health platforms, telemedicine and health-data analytics

The breadth of the definition means that many targets not traditionally considered “tech companies”, for example, an agrochemical firm with a significant data-analytics platform, may qualify.

Practical Indicators: Users, Data, Platform Role and Monetisation

Beyond the statutory text, the TCA considers a range of practical indicators when deciding whether an undertaking meets the technology undertaking definition. Industry observers note the following factors as most relevant:

• User base and network effects. Does the target have a large or rapidly growing user base, and does its value increase as more users join?
• Data control. Does the target collect, aggregate or control commercially valuable data sets (personal, transactional or industrial)?
• Platform role. Does the target operate as an intermediary or gatekeeper between end-users and third-party suppliers?
• Monetisation model. Does the target generate revenue primarily through advertising, data licensing, subscription fees or freemium models rather than traditional product sales?
• Innovation pipeline. Does the target’s value lie primarily in intellectual property, R&D capabilities or proprietary algorithms?

Deal teams should screen every potential Turkish target against these indicators during initial due diligence. If two or more indicators are present, it is prudent to assume the target may be treated as a technology undertaking and to plan the notification analysis accordingly.

When Must Foreign Buyers Notify the Turkish Competition Authority?

Merger notification Turkey obligations turn on a combination of turnover thresholds and the technology-undertaking exception. The 2026 amendments altered both prongs of this analysis, making the comparison table below essential reading for deal teams evaluating Turkish merger control compliance.

Thresholds and Practical Effect: Pre-2026 vs Post-2026

Transaction Types: Share Purchase, Asset Purchase, Joint Venture

The notification obligation can arise across all common deal structures:

• Share purchase. Any acquisition of control (sole or joint) in a technology undertaking established in Türkiye is notifiable if the acquirer’s turnover exceeds the applicable TCA merger thresholds, even where the target’s Turkish turnover is low.
• Asset purchase. Acquiring “related assets” in the covered technology sectors can trigger notification. This includes buying a standalone business unit, a platform, an IP portfolio or a customer/data set that constitutes a business capable of generating turnover.
• Joint venture. Formation of a full-function JV, one that performs all the functions of an autonomous economic entity on a lasting basis, involving at least one technology undertaking party established in Türkiye may be notifiable under the clarified 2026 criteria.
• Incremental acquisitions. Successive share purchases that move a buyer from a minority position to a controlling stake are individually assessed. Each step that crosses a control threshold can create a fresh notification obligation.

Hypothetical Scenarios

Consider two illustrative examples. A multinational software company based in the EU acquires 100% of a Turkish fintech start-up with annual Turkish revenue of TRY 30 million but 2.5 million active users and significant transaction data. Under the pre-2026 regime, this deal was likely notifiable because of the broad technology-undertaking exception. Under the 2026 amendments, it remains notifiable, the target clearly falls within the fintech category and holds strategic data, so the exception still applies. In a second scenario, a private equity fund acquires a Turkish agrochemical distributor with TRY 400 million in turnover but no platform, data set or digital operations. This deal would be assessed under the standard turnover thresholds rather than the technology-undertaking exception.

How the TCA Assesses Technology Undertakings in Practice

Understanding the TCA’s assessment methodology helps deal teams prepare stronger filings and anticipate information requests. The Authority applies a multi-factor analysis that goes beyond simply checking whether the target falls into one of the enumerated sectors.

Market Definition Considerations

The TCA defines relevant markets by reference to product characteristics, intended use, and substitutability. For technology undertakings Turkey transactions specifically, the TCA pays close attention to:

• Multi-sided platform dynamics. Where the target operates a two-sided or multi-sided platform, the TCA may define separate markets for each side (e.g., advertisers and end-users) and assess competitive effects on both.
• Adjacent market overlaps. If the acquirer is active in a market adjacent to the target’s platform (e.g., cloud infrastructure where the target is a SaaS provider), the TCA will examine vertical and conglomerate effects.
• Innovation markets. The TCA has increasingly recognised that competition in technology sectors occurs on innovation and R&D pipelines, not only on existing products.

Data and User Metrics to Collect During Due Diligence

The TCA’s information requests in technology-sector reviews typically require granular data that deal teams should begin collecting during early due diligence:

• Monthly and daily active users (MAU/DAU) for the preceding three years
• User-retention and churn rates
• Volume and categories of data collected, stored and processed
• Revenue segmentation by platform side, geography and customer type
• Details of data-sharing arrangements with third parties
• IP registrations, patent applications and licensing agreements
• Competitor mapping and market-share estimates by user base, revenue and transaction volume

Having this information organised in a virtual data room before filing shortens the TCA’s review period and reduces the likelihood of extensive supplementary information requests.

Practical Steps for Deal Teams: Pre-Deal Checklist and Notification Decision Tree

Below is a 12-step checklist that M&A counsel and corporate-development teams can use from target screening through to post-closing filings when dealing with tech M&A Turkey transactions.

Pre-Deal Diligence

1. Screen the target against the technology-undertaking definition. Check the statutory list (digital platforms, software, fintech, biotech, pharmacology, agrochemicals, health technologies) and practical indicators (user base, data, platform role).
2. Collect the target’s Turkish turnover data for the most recent financial year to determine whether the standard thresholds or the technology-undertaking exception applies.
3. Calculate the acquirer’s and acquirer-group’s worldwide and Turkish turnover to confirm whether the acquirer-side thresholds are met.
4. Assess the transaction type, share acquisition, asset deal, JV formation or incremental control change, since each has different notification implications.
5. Prepare an internal notification-risk memo summarising the analysis, flagging uncertainties, and recommending a filing strategy.

Drafting Deals for Speed

6. Include a TCA-clearance condition precedent in the transaction agreement if a notification is required or reasonably likely.
7. Set a realistic long-stop date that accounts for the TCA’s mandatory waiting period and a potential Phase II review.
8. Prepare the data room with TCA-relevant materials from the outset, user metrics, market-share data, IP schedules and competitor mapping.
9. Draft standstill undertakings to ensure neither party integrates operations or exchanges competitively sensitive information before clearance.

Filing Checklist and Documents

10. Compile the notification form. The TCA expects a completed notification form, transaction documents (SPA/SHA), financial statements for all parties, market-share data, and a description of the target’s activities.
11. Submit the filing, there is no statutory deadline for submission, but the transaction cannot close until the mandatory waiting period has expired or the TCA has granted clearance.
12. Monitor the TCA’s review. Respond promptly to any supplementary information requests, engage in pre-notification discussions if the transaction is complex, and prepare remedy proposals in advance if competition concerns are foreseeable.

This checklist can be adapted into an internal memo template. Each step should be assigned to a responsible team member with a target completion date, and the overall timeline should be integrated into the deal timetable alongside other regulatory workstreams (e.g., foreign-investment screening, sector-specific approvals).

Drafting and Structuring Options to Reduce Notification Risk or Speed Clearance

Careful deal structuring can reduce Turkish merger control risk, shorten the notification timeline, or provide protection against delays. Below are the key structuring levers and sample clause language for tech M&A Turkey transactions.

Sample Clause Bank

The following are indicative protective clauses. They should be adapted to the specific transaction by qualified Turkish competition counsel and are not a substitute for tailored legal advice.

• Condition precedent. “Completion shall be conditional upon the TCA granting unconditional clearance (or the mandatory waiting period expiring without the TCA issuing a decision) in respect of the Transaction.”
• Long-stop date with break fee. “If TCA clearance has not been obtained by [date], either party may terminate this Agreement by written notice, provided that the terminating party has complied with its obligations under Clause [X] (Regulatory Filings).”
• Information-sharing restriction. “Pending clearance, neither party shall exchange competitively sensitive information beyond what is strictly necessary to prepare the TCA filing and to conduct customary pre-completion planning.”
• Remedy cooperation clause. “The Buyer shall use reasonable endeavours to propose remedies acceptable to the TCA, provided that no remedy shall require a divestiture exceeding [X]% of the Target’s revenues.”

Carve-Out Structuring Tips

Asset purchases and carve-outs are not automatically exempt from notification. If the carved-out assets constitute a business capable of generating turnover, for example, a platform with its own user base, revenue stream and operational staff, the TCA will treat the transaction as notifiable in the same way as a full share acquisition. Deal teams considering a carve-out structure as a way to avoid notification should be aware that the TCA looks through form to substance. A carve-out that separates technology assets from a non-technology parent company may, paradoxically, make it more likely that the target assets satisfy the technology-undertaking definition.

Where a carve-out is commercially motivated (rather than designed to avoid notification), structuring the carved-out business as a standalone entity before signing can simplify the TCA filing process by providing the Authority with clearer financial and operational data.

Procedural Timeline: What to Expect from the TCA

Understanding the procedural steps helps deal teams build realistic timelines and manage stakeholder expectations when navigating Turkish merger control obligations.

Typical TCA Timeline and Response Phases

There is no statutory deadline for submitting a notification. However, a mandatory waiting period applies: the transaction must not close until the TCA has issued its decision or the statutory review period has expired without a decision. Closing before clearance exposes the parties to fines and the risk that the TCA may unwind the transaction. Deal teams should therefore ensure that the transaction agreement prohibits closing until the TCA condition precedent has been satisfied.

Conclusion: Three Immediate Actions for Foreign Buyers

The 2026 amendments to Turkish merger control have refined and narrowed the technology-undertaking exception while raising general thresholds, a combination that makes careful target screening more important than ever for foreign investors evaluating technology undertakings Turkey deals. Three steps should be prioritised immediately:

1. Re-screen your pipeline. Any pending or planned acquisition, joint venture or carve-out involving a Turkish target in the covered technology sectors should be re-assessed against the new definition and thresholds.
2. Update template agreements. Ensure that standard SPA and SHA templates include TCA-clearance condition precedents, realistic long-stop dates and information-sharing restrictions aligned with the 2026 regime.
3. Engage Turkish competition counsel early. Pre-notification discussions with the TCA and a tailored filing strategy can significantly reduce review timelines and avoid unnecessary delays. Experienced counsel on the Global Law Experts lawyer directory can provide jurisdiction-specific guidance.

Sources

1. Turkish Competition Authority (TCA), Communiqué on Mergers & Acquisitions
2. Paksoy LLP, New Merger Control Regulation From The Turkish Competition Board
3. ELIG Gürkaynak, Digital Mergers and Acquisitions in Turkish Merger Control Regime
4. Gide Loyrette Nouel, Definition and Limits of Technology Undertaking
5. Kolcuoğlu Demirkan Koçaklı, Turkish Merger Control Regime in Technology Markets
6. Mergerfilers, Turkey Merger Filing Guide
7. Erikel Partners, 2026 Amendments to Turkish Merger Control