Turkish Merger Control 2026: Notification Thresholds & Practical Filing Guide

On 11 February 2026, Turkey’s Competition Board published an Amending Communiqué that substantially raised the Turkish merger control 2026 notification thresholds, redefined the rules for technology undertakings, and introduced a simplified notification track for qualifying transactions. For general counsel, M&A teams, and private equity funds running cross-border deals with any Turkish nexus, these changes demand an immediate reassessment of filing strategies. This guide translates the amended Communiqué into a practical, step-by-step compliance framework, covering who must file, how to calculate whether thresholds are met, standstill obligations, and the most common drafting pitfalls that delay clearance.

Quick Summary of the 11 February 2026 Turkish Merger Control Amendments

The Turkish Competition Board’s Amending Communiqué of 11 February 2026 represents the most significant overhaul of Turkish merger control thresholds in recent years. The amendments address multiple aspects of the notification regime simultaneously: jurisdictional thresholds, technology-sector carve-outs, the notification form itself, and the introduction of a simplified filing track for transactions that raise limited competitive concerns.

The headline changes can be summarised as follows:

• Substantially higher turnover thresholds. Both the aggregate and individual Turkish turnover figures that trigger a mandatory notification have been increased significantly, reflecting inflation adjustments and the Competition Board’s stated aim of focusing resources on competitively significant transactions.
• Revised rules for technology undertakings. The Communiqué narrows and clarifies the circumstances under which acquisitions of technology companies remain notifiable even when the target’s Turkish turnover falls below standard thresholds.
• Updated notification form. The form has been revised to align with the new thresholds and to capture additional data on technology-related transactions and digital markets.
• Simplified notification framework. A new simplified track allows parties to qualifying transactions to submit shorter-form notifications, reducing documentary burden and potentially accelerating clearance timelines.

Timeline of the Turkish Merger Control Amendments 2026

New Turkish Merger Control 2026 Notification Thresholds, Summary Table and Worked Examples

The core change in the Amending Communiqué is the substantial increase in the merger control thresholds Turkey uses to determine whether a transaction requires mandatory notification to the Competition Board. The table below sets out the before-and-after comparison.

A notification is required where either the aggregate test or the individual-party test is met. If neither threshold is triggered, no filing is necessary, unless the special technology undertaking rules apply.

Worked Numerical Examples

Three illustrative scenarios demonstrate how to apply the revised merger control thresholds Turkey now enforces:

Example 1, Domestic acquisition (no filing required under new thresholds). A Turkish industrial group (Turkish turnover: TRY 2. 4 billion) acquires a domestic competitor (Turkish turnover: TRY 800 million). The aggregate Turkish turnover is TRY 3. 2 billion, exceeding TRY 3 billion. However, only one party exceeds the TRY 1 billion individual threshold. Because two parties must individually exceed TRY 1 billion, this deal does not trigger a notification under the individual test alone. The aggregate test is met (TRY 3. 2 billion > TRY 3 billion), so the parties must analyse whether either individual turnover figure alone triggers a filing obligation under the aggregate-plus-individual framework.

Industry observers expect that where the aggregate threshold is met and at least one party individually exceeds TRY 1 billion, a prudent approach is to file rather than risk a gun-jumping challenge.

Example 2, Foreign-to-foreign deal (filing required). A US-based private equity fund acquires a German logistics company. Both generate significant Turkish revenue: the acquirer’s Turkish subsidiaries report TRY 1.3 billion turnover; the target’s Turkish operations generate TRY 1.1 billion. Aggregate Turkish turnover is TRY 2.4 billion, below TRY 3 billion. But both parties individually exceed TRY 1 billion. The individual-party test is met, and a Turkish notification is mandatory despite the transaction being foreign-to-foreign.

Example 3, Technology target (special rules apply). A multinational acquires a Turkish digital-platform start-up with Turkish turnover of only TRY 180 million. Under the standard thresholds, no notification would be required. However, where the target qualifies as a “technology undertaking” under the revised Communiqué and its Turkish turnover or activities reach TRY 250 million (or it meets the revised activity-based criteria), the special filing obligation may still apply. In this case, the target’s turnover of TRY 180 million falls below TRY 250 million, so the technology carve-out does not trigger a filing, a result that would have differed under the broader pre-2026 rules.

Technology Undertakings: Special Rules After the 2026 Amendments

The Amending Communiqué narrows the definition and filing triggers for transactions involving technology undertakings. Under the prior regime, a broad set of digital-economy acquisitions could be caught by sector-specific tests even where the target’s Turkish turnover was minimal. The 2026 amendments introduce a more targeted approach: the technology carve-out now applies where the target’s Turkish turnover or qualifying Turkish activities reach TRY 250 million. Transactions involving targets below this figure are no longer automatically caught by the special regime, though the Competition Board retains discretion to investigate completed transactions that raise competitive concerns regardless of whether a notification was required.

The likely practical effect of this narrowing will be to reduce the number of low-turnover tech acquisitions requiring Turkish filings, while keeping genuinely significant digital-market deals within scope. Deal teams acquiring technology companies should nevertheless document the target’s Turkish activities carefully, as the definition of “technology undertaking” and “qualifying activities” remains broader than a pure turnover test.

Scope of Notifiability and Exemptions Under the Amended Communiqué

Understanding whether a specific transaction is notifiable requires more than a simple threshold check. Turkish merger control applies a jurisdictional test based on Turkish turnover, not global turnover, headquarters location, or the nationality of the parties. Any transaction, wherever structured or closed, is caught if it meets the Turkish turnover thresholds.

Foreign-to-Foreign Transactions and Jurisdictional Tests

A common misconception among international deal teams is that transactions between two non-Turkish companies need not be notified. This is incorrect. Turkey applies an effects-based jurisdictional test: if the parties’ Turkish operations generate turnover meeting the thresholds described above, the transaction is notifiable regardless of where the buyer, seller, or target is incorporated. The 2026 amendments do not change this principle. What has changed is the level at which the thresholds are set, meaning some foreign-to-foreign deals that were previously notifiable may now fall below the new, higher thresholds.

Practical guidance for cross-border M&A Turkey compliance: at the outset of every transaction, request certified Turkish turnover figures for all parties (including controlled subsidiaries and affiliates generating revenue in Turkey). Apply both the aggregate and individual tests. Where the transaction involves a potential technology undertaking as a target, also check against the TRY 250 million technology-specific threshold.

Exemptions and the Simplified Notification Framework

Certain categories of transactions are exempt from notification even where thresholds are met. The main exemptions include:

• Intra-group restructurings that do not result in a change of control at the ultimate parent level.
• Acquisitions of minority stakes that do not confer sole or joint control (i.e., purely financial investments without board representation, veto rights, or other control mechanisms).
• Temporary holdings by financial institutions or insurers acquired in the course of underwriting or restructuring, provided the voting rights are not exercised to determine competitive behaviour and the holding is disposed of within one year.

The new simplified notification track introduced by the Amending Communiqué is distinct from these exemptions. It does not exempt a transaction from notification, but allows qualifying deals, generally those with limited horizontal overlaps and vertical relationships in Turkey, to file a shorter-form notification. Early indications suggest that the simplified track will reduce processing times for straightforward transactions, though the Competition Board retains the right to convert a simplified filing to a full-form review if concerns emerge.

Standstill Obligation Turkey 2026: Timing and Cross-Border Compliance

Turkey maintains a strict standstill obligation. Where a transaction meets the notification thresholds, the parties must file with the Competition Board and obtain clearance before closing. Closing or implementing the transaction prior to clearance constitutes “gun jumping” and exposes the parties to significant sanctions, including fines of up to 0.1% of Turkish turnover generated in the financial year preceding the fining decision, as well as the risk of the transaction being unwound.

The 2026 amendments did not relax the standstill obligation. Deal teams should factor the Turkish filing into their global closing timeline from the earliest stages of transaction planning.

Practical Timeline: From Signing to Clearance

The recommended sequence for cross-border deals with a Turkish filing requirement is as follows:

1. Pre-LOI / indicative offer stage: Request Turkish turnover data from both parties. Run a preliminary threshold check.
2. Signing / SPA execution: Include a condition precedent requiring Turkish Competition Board clearance. Build in a long-stop date that accommodates the Board’s review timeline (typically 30 calendar days for Phase I, potentially extended to 6 months or more for Phase II).
3. Post-signing, pre-notification: Prepare the notification form and supporting documents. Engage Turkish competition counsel to review and file.
4. Notification filed: The standstill period runs from filing until clearance is obtained. Do not exchange competitively sensitive information or begin integration planning during this period.
5. Clearance obtained: Proceed to closing. If conditional clearance is granted, implement any remedies or commitments before or concurrently with closing, as directed by the Board.

For multi-jurisdictional transactions, coordinate the Turkish filing with parallel filings in the EU, the UK, and other relevant jurisdictions. Turkey does not participate in a formal “one-stop shop” mechanism, so a separate national filing is always required where thresholds are met.

Step-by-Step Turkey Merger Notification Guide: Checklist for Buyers and Sellers

The following checklist provides a structured approach for deal teams navigating the Turkish merger notification process under the 2026 rules.

Phase 1, Pre-Deal Diligence

• Obtain audited Turkish turnover figures for all transaction parties (acquirer, target, and their respective group companies with Turkish operations) for the most recent financial year.
• Identify whether the target qualifies as a “technology undertaking” under the Communiqué’s revised definition.
• Run the aggregate and individual threshold tests. Document the analysis in a short internal memo.
• If thresholds are close to being met, err on the side of filing, the cost of a precautionary filing is far lower than the risk of a gun-jumping fine.

Phase 2, During Negotiations

• Include a Competition Board clearance condition precedent in the SPA or share purchase agreement.
• Draft a standstill clause that prohibits integration steps, exchange of competitively sensitive data, and exercise of control over the target prior to clearance.
• Agree a long-stop date that provides sufficient time for the Competition Board’s review (minimum 4–6 months recommended for complex deals).
• Allocate responsibility for preparing and filing the notification (typically the acquirer, but joint filing is permissible and often advisable).

Phase 3, Notification Preparation

• Prepare the notification using the updated Competition Board form (post-11 February 2026 version).
• Compile supporting documents: audited financial statements, organisational charts, market share estimates for overlapping product/service markets in Turkey, and transaction documents (SPA, shareholders’ agreement, side letters).
• If the simplified notification track is available, prepare the short-form filing and supporting justification.
• Engage Turkish competition counsel to review the draft notification, verify turnover calculations, and advise on any confidentiality claims or redactions.

Phase 4, Post-Filing

• Monitor the Board’s review process. Be prepared to respond promptly to information requests (RFIs).
• Do not implement the transaction or take any steps that could be construed as exercising control over the target.
• If the Board opens a Phase II investigation, consider whether offering commitments or remedies could accelerate clearance.

Sample SPA Condition Precedent Clause

How to Complete and File a Competition Board Filing in Turkey: Practical Tips and Common Pitfalls

The notification form is the single most important document in the filing process. Errors or omissions in the form are the leading cause of delays, supplementary information requests, and, in the worst case, the Board treating the filing as incomplete, which restarts the review clock.

Key fields in the updated notification form include: identification of the parties (including ultimate parent entities), description of the transaction and its rationale, Turkish and worldwide turnover figures for all parties, market definitions and market share data for Turkey, and details of any horizontal overlaps or vertical relationships.

Top 10 Drafting Traps to Avoid

• Incorrect turnover attribution. Turkish turnover must include revenues from all group entities operating in Turkey, not just the direct transaction party.
• Using worldwide rather than Turkish turnover. The thresholds are based on Turkish turnover only, worldwide figures are supplementary information, not the filing trigger.
• Failing to identify the technology undertaking status. Omitting the technology-undertaking analysis can result in an incomplete filing or, worse, a missed filing obligation.
• Narrow market definitions without justification. The Board may challenge artificially narrow market definitions designed to minimise reported market shares.
• Missing supporting documents. Unsigned transaction documents or draft financials will be flagged; provide executed copies and audited figures.
• Inadequate competitive analysis. Boilerplate language about “no competitive concerns” without supporting market data invites further scrutiny.
• Failure to disclose related transactions. If the acquisition is part of a series of linked deals, all must be disclosed.
• Late or incomplete confidentiality claims. Redactions must be clearly marked and justified at the time of filing.
• Using the old notification form. Any filing submitted on the pre-February 2026 form will be rejected.
• Underestimating the technology carve-out scope. Even if the target’s turnover is below TRY 250 million, document why the technology undertaking rules do not apply.

Who Files? Joint Filings and Responsibilities

Under Turkish merger control rules, the notification obligation falls on all parties acquiring control, in a standard acquisition, this is the buyer. In a merger or joint venture, all founding parties share the obligation. Joint filing is expressly permitted and, in practice, is the most common approach for mergers and JV formations. When filing jointly, one party is typically designated as the lead contact for correspondence with the Board, but all parties remain jointly responsible for the accuracy and completeness of the notification.

What to Expect After Filing: Timeline, Remedies, and Investigations

Once a notification is accepted as complete, the Competition Board conducts its assessment in two potential phases.

The vast majority of transactions are cleared in Phase I, often well within the 30-day period. Phase II investigations are relatively rare and are typically triggered by significant horizontal overlaps, high combined market shares, or vertical foreclosure concerns in concentrated Turkish markets. Common remedies include behavioural commitments (such as maintaining supply to competitors), structural remedies (divestiture of overlapping business units), and, in exceptional cases, prohibition of the transaction.

If the Board does not issue a decision within the Phase I period, the transaction is deemed cleared by operation of law. However, deal teams should not rely on this “deemed clearance” mechanism as a filing strategy, the Board actively manages its caseload and virtually always issues a formal decision.

Conclusion and Recommended Next Steps Under the 2026 Turkish Merger Control Regime

The 11 February 2026 amendments to the Turkish merger control notification thresholds represent a meaningful recalibration of Turkey’s filing regime. Deal teams should take three immediate steps: first, re-run threshold analyses on all live and pipeline transactions using the new TRY 3 billion aggregate and TRY 1 billion individual figures. Second, update template SPA conditionality clauses and internal compliance checklists to reflect the revised rules. Third, for any transaction involving a potential technology undertaking target, conduct a specific assessment against the narrowed TRY 250 million technology carve-out. Proactive compliance now will prevent costly delays and enforcement risk later. For guidance specific to your transaction, consult a qualified Turkish lawyer with competition law expertise.

Sources

1. Turkish Competition Authority (Rekabet Kurumu)
2. ELIG Gürkaynak, Revised Jurisdictional Thresholds and Simplified Notification Framework
3. Paksoy, New Merger and Acquisition Regulation from the Competition Board
4. CoPartners, Important Update in Turkish Merger Control
5. Inal Law Office, Brief on the Merger Control Regime in Turkey
6. Esin Attorney Partnership, The Turkish Merger Control Communiqué Has Been Amended