For anyone structuring a merger, acquisition, investment, or joint venture involving a Turkish business, one of the first legal questions should be whether the transaction requires Turkish Competition Board approval. In Turkey, Competition Board approval is not a secondary closing item. In the right case, it is the legal condition that determines whether a transaction can become valid at all. The governing framework comes from Act No. 4054 on the Protection of Competition and Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board. Article 7 of Act No. 4054 prohibits mergers or acquisitions that would result in a significant lessening of effective competition, particularly by creating or strengthening a dominant position, and it authorizes the Board to specify by communiqué which transactions must be notified and approved in order to become legally valid.
That basic rule makes Turkish merger control both a substantive competition test and a procedural approval regime. A deal can raise two separate questions at once. First, is the transaction the kind of concentration that falls within Article 7 and Communiqué No. 2010/4? Second, if so, does it cross the thresholds or fall within the special rules that make notification compulsory? Only when both questions are answered correctly can the parties know whether pre-closing approval is required. The Turkish Competition Authority’s 2025 Mergers and Acquisitions Overview Report confirms that certain transactions must be notified and approved before they can become legally valid, and it also shows how practically important this regime has become: the Authority examined 416 merger and acquisition transactions in 2025.
A further reason to approach this issue carefully is that the regime is current and evolving. On 11 February 2026, the Authority announced that it had updated the M&A legislation package, including amendments to Communiqué No. 2010/4, the Notification Form, and certain explanatory guidelines. That means parties should not rely on an outdated filing precedent or an old internal checklist without confirming that it still reflects the current Turkish framework.
The first test: is there a concentration under Turkish law?
Turkish Competition Board approval is required only if the proposed deal is first classified as a merger or acquisition within the meaning of the regime. Article 5 of Communiqué No. 2010/4 states that the merger of two or more undertakings, or the acquisition of direct or indirect control over all or part of one or more undertakings through the purchase of shares, assets, contracts, or any other means, is a merger or acquisition transaction provided there is a permanent change in control. The Authority’s control guideline repeats the same point and emphasizes that the central factor is a lasting change in control.
This is the core legal filter. A Turkish filing question is not answered merely by asking whether shares are being sold. The better question is whether the transaction changes who has decisive influence over the business. The Communiqué states that control may be acquired through rights, contracts, or other instruments that allow de facto or de jure exercise of decisive influence. It specifically says that control may arise through ownership rights or operating rights over assets, and through rights or contracts that grant decisive influence over the structure or decisions of the bodies of an undertaking. That means Turkish merger control looks beyond nominal equity percentages and focuses on actual control architecture.
In practice, this is why a minority investment can still require Competition Board approval. If a buyer obtains veto rights over budget, business plan, senior management, strategic investments, or similar core matters, the Authority may view the deal as conferring joint control or sole control depending on the structure. The official guideline explains that acquisitions of direct or indirect control over all or part of one or more undertakings fall within the regime, and that decisive influence can be legal or factual. As a result, parties should not assume that “less than 50%” automatically means “no filing.”
Share deals, asset deals, and contract-based control can all trigger approval
A common mistake in cross-border deal planning is to think Turkish approval is relevant only in full-company share acquisitions. That is not how the Turkish rules are written. The Communiqué expressly covers acquisitions through shares or assets, through a contract, or through any other means, as long as the transaction causes a permanent change in control. The Authority’s guideline says the same. This means a traditional share sale, an asset carve-out, a business transfer, or even a contract-driven transfer of decisive influence can all potentially require notification.
This is particularly important in structured transactions. For example, a buyer may think it is merely acquiring operational rights, distribution control, or certain business assets, while the Authority may see the transaction as a transfer of control over part of an undertaking. Turkish law does not insist that the entire company be sold. Control over all or part of an undertaking is enough if the change is durable and legally meaningful. That is why deal counsel should analyze not only the formal transfer instrument, but also the actual commercial effect of the arrangement.
Full-function joint ventures may also require approval
Turkish Competition Board approval can also be required for the creation of a joint venture. Article 5 of Communiqué No. 2010/4 states that the formation of a joint venture that will permanently fulfill all the functions of an independent economic entity constitutes an acquisition transaction. The 2025 M&A Overview Report likewise states that a joint venture set up to permanently perform all the functions of an independent economic entity is treated as an M&A transaction for purposes of the regime.
That rule matters because not every collaborative business arrangement is merely a contractual cooperation. If the new vehicle has the resources, autonomy, and lasting market presence expected of a true business entity, the Authority may treat it as a reportable concentration. At the same time, Article 13 of the Communiqué adds that a joint venture whose goal or effect is to restrict competition, while also being full-function, may also be assessed under Articles 4 and 5 of the Act. So the analysis for joint ventures is often two-layered: first, whether it is a concentration requiring approval, and second, whether it raises coordination concerns between the parent undertakings.
The second test: do the turnover thresholds make filing compulsory?
Even if a transaction is a concentration, Competition Board approval is required only when the filing thresholds are met or when a special rule applies. The Competition Authority’s 2025 Overview Report states the current thresholds clearly. Approval is required when the total Turkish turnovers of the transaction parties exceed TRY 750 million and the Turkish turnovers of at least two transaction parties each exceed TRY 250 million. Approval is also required where, in an acquisition, the target company, asset, or business has Turkish turnover exceeding TRY 250 million and at least one of the other transaction parties has global turnover exceeding TRY 3 billion.
The Communiqué itself reflects the same current structure. Article 7 states that authorization is required if total Turkish turnover exceeds the relevant threshold and at least two parties cross the Turkish individual threshold, or if the acquired asset or activity in acquisitions, and at least one merging party in mergers, has turnover in Turkey above the stated Turkish threshold while another party has global turnover above the stated global threshold. In other words, a deal becomes notifiable not simply because it is economically important, but because it meets the defined Turkish turnover tests.
One practical implication is that group-wide turnover analysis matters. Article 8 of the Communiqué states that turnover is not limited to the immediate transacting entity; it includes the undertaking concerned and various entities above and below it in the control chain, including persons or economic units over which it holds more than half of the capital or voting rights, or the power to appoint the majority of management bodies, and corresponding parent-side and sibling-side entities within the control structure. That is why Turkish filing analysis should be performed at the group level rather than only at the level of the signatory entities.
Foreign-to-foreign deals can still require Turkish approval
Another important point is that Turkish Competition Board approval can be required even where the deal is signed and closed outside Turkey. The 2025 Overview Report expressly states that mergers and acquisitions implemented abroad must be notified to the Competition Authority if the thresholds are exceeded. This is one of the most important rules for multinational transactions because it means Turkish merger control can apply to foreign-to-foreign deals where the target or the parties still have a sufficient Turkish nexus through turnover.
The legal logic is straightforward. The Turkish regime is concerned with effects on markets in Turkey, not only with the geographic location of signing or incorporation. If the turnover thresholds are satisfied and the transaction amounts to a concentration, the fact that the documents are executed abroad does not remove the Turkish filing obligation. For international deal teams, this is often the difference between a smooth global timetable and an avoidable closing delay.
The special technology undertaking rule
One of the most consequential modern rules in Turkish merger control concerns technology undertakings. Article 4 of Communiqué No. 2010/4 defines technology undertakings as undertakings operating in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals, and healthcare technologies, or the assets of such businesses. Article 7 then states that in transactions involving the acquisition of technology companies that operate in the Turkish geographic market, have R&D activities in Turkey, or provide services to users in Turkey, the TRY 250 million thresholds in Article 7(1)(a) and (b) do not apply in the normal way.
This rule significantly expands filing risk in certain acquisitions. A target may not yet have large Turkish turnover, but if it qualifies as a technology undertaking and has a Turkish nexus through operations, R&D, or users, the ordinary local threshold protection may disappear. That is why acquisitions involving software, gaming, fintech, digital platforms, biotech, health tech, or related sectors should be screened much earlier and more carefully than a traditional turnover-only analysis might suggest.
When approval is generally not required
Turkish Competition Board approval is not required for every corporate reorganization. Article 6 of the Communiqué lists several categories that fall outside Article 7 and therefore do not require authorization. These include intra-group transactions and other transactions that do not lead to a change in control. They also include temporary holdings by undertakings whose ordinary operations involve securities transactions for resale purposes, provided voting rights are not used to affect the competitive policies of the issuer. The same article excludes acquisition of control by a public institution or organization by operation of law due to divestment, dissolution, insolvency, suspension of payments, bankruptcy, privatization, or similar reasons, and situations arising as a result of inheritance.
As a practical matter, these exclusions show that the Turkish system is concerned with genuine concentrations, not every formal movement of shares or assets. If the transaction stays within a single economic entity and does not alter control, or if it falls into one of the expressly excluded categories, no Competition Board approval is needed under this regime. Still, parties should be careful: the dividing line is not whether the paperwork looks internal, but whether control actually changes.
Approval is required before the deal becomes legally valid
Where a transaction is notifiable, timing becomes critical. Article 10 of the Communiqué states that notification may be made jointly by the parties or by any one of the parties or their authorized representatives, and it requires use of the Notification Form. It also states that the filing must contain all required information and documents completely and correctly, that changes before the Board’s decision must be notified immediately, and that false or misleading information may trigger administrative fines. Most importantly, Article 10(4) states that a merger or acquisition shall not become legally valid until a decision is taken, either explicitly or tacitly, on the notification.
The Act itself complements that rule. Article 10 of Act No. 4054 states that once the Board is notified of a merger or acquisition falling under Article 7, it must conduct a preliminary examination within fifteen days and either authorize the transaction or inform the parties that the matter has been taken into final examination and that the transaction is suspended and cannot be put into effect until the final decision. The Act also states that if the Board does not respond or take action within due time, the merger or acquisition becomes legally valid after 30 days from notification.
That does not mean parties should treat silence as a casual planning tool. The filing must be complete, and under Article 11 of the Communiqué, if the information in the Notification Form is false, misleading, incomplete, or later changed, the notification is deemed made only when the missing or corrected information is properly supplied. In short, the timing clock runs from a valid filing, not from a defective one.
What happens if parties fail to notify?
Failure to notify a compulsory transaction can be costly even if the deal is ultimately competitively harmless. Article 11 of Act No. 4054 provides that if a merger or acquisition that should have been notified is not notified, the Board will examine it on its own initiative once it becomes aware of it. If the Board concludes that the transaction does not violate Article 7, it may still allow the deal while imposing fines for the failure to notify. If the Board finds that the transaction falls under Article 7, it can order the transaction terminated, require de facto situations contrary to law to be eliminated, require acquired shares or assets to be returned if possible, or otherwise transferred to third parties, and bar the acquirer from participating in management until corrective steps are completed.
The fine risk is also expressly stated in Article 16 of the Act. That article provides that where mergers and acquisitions subject to authorization are realized without Board authorization, the Board shall impose an administrative fine of one in a thousand of annual gross revenues, with the fine applied to each party in merger transactions and only to the acquirer in acquisition transactions. The Communiqué also reiterates in Article 10(7) that administrative fines will be imposed under Article 16 if a transaction subject to authorization is implemented without approval.
Gun-jumping and pre-closing implementation risk
Because approval is required for legal validity, parties must also avoid implementing the deal too early. Turkish law treats the date of implementation in merger and acquisition transactions as the date when control changes. That matters because a buyer can create risk not only by formally closing too early, but also by taking steps that effectively transfer control before approval arrives. The Communiqué states that in transactions implemented without Board authorization, fines will be imposed, and it defines the implementation date by reference to the change of control itself.
From a transaction-management perspective, this means parties should be careful about interim covenants, information-sharing practices, and operational influence between signing and closing. The legal question is not simply whether the share certificates have moved, but whether the buyer has already begun exercising decisive influence over the target’s competitive conduct. The official Turkish note on the suspensory effect of merger notifications also explains that the failure to notify a transaction subject to approval can trigger Board examination and financial penalties, underscoring the importance of respecting the suspension principle.
What standard does the Board apply when reviewing the deal?
Even when approval is required procedurally, the Board still has to evaluate the transaction substantively. Article 7 of Act No. 4054 uses the significant lessening of effective competition standard, particularly in the form of creating or strengthening a dominant position. The 2026 Horizontal Mergers and Acquisitions Guidelines likewise state that, in assessing mergers and acquisitions, the Board considers whether the transaction will lead to a significant lessening of effective competition, and that creating or strengthening dominance is one of the important indicators of competitive harm.
The Communiqué’s Article 13 reflects the same approach. It says the Board will take into account factors such as the structure of the relevant market, actual and potential competition, the undertakings’ market position, economic and financial power, supplier and customer alternatives, access to supply sources, barriers to entry, demand and supply trends, and consumer interests. It further states that mergers and acquisitions resulting in a significant lessening of effective competition, including by creating or strengthening a dominant position, shall not be authorized.
So the answer to the question “when is approval required?” has two layers. Approval is procedurally required when the transaction is a concentration and the thresholds or special rules are satisfied. But actual authorization depends on the Board’s substantive competitive assessment under Article 7 and the Communiqué.
Commitments and conditions
Turkish law also allows the parties to address competition concerns through commitments. Article 14 of the Communiqué states that undertakings may offer commitments to eliminate competition problems arising under Article 7, and that those commitments must be capable of completely eliminating the competitive issues identified. The Board may specify conditions and obligations in its authorization decision to ensure that the commitments are fulfilled.
This matters because not every difficult transaction ends in a simple yes-or-no outcome. Some transactions require filing and may still be cleared, but only with remedies, behavioral commitments, structural undertakings, or conditions on how the merged business will operate. From a drafting perspective, this means SPAs and investment agreements should address not only whether a filing is needed, but also which party controls the filing strategy, whether remedies can be offered, and how much remedy burden the buyer is required to accept.
A practical way to think about the approval question
In practical deal work, Turkish Competition Board approval is required when four things line up. First, the transaction must be a merger, acquisition, or full-function joint venture under the rules. Second, there must be a permanent change in control. Third, the transaction must satisfy the relevant turnover thresholds or fall within the technology undertaking rule. Fourth, the parties must not fall within one of the express exclusions such as intra-group transactions without a change in control. If those elements are present, the transaction should be treated as requiring Turkish approval before closing.
The safest approach is therefore to analyze Turkish merger control early, not after the SPA is negotiated. Because the filing obligation turns on control, group turnover, and Turkish nexus, the issue should be screened during deal structuring, not at the end of documentation. That is especially true in foreign-to-foreign deals, minority investments with strong governance rights, and technology-sector acquisitions.
Conclusion
Turkish Competition Board approval is required in M&A deals when the transaction is a reportable concentration under Turkish competition law and the relevant filing thresholds or special rules are met. The legal trigger is not simply “a large deal” or “a share sale.” The real trigger is a lasting change in control, combined with the applicable turnover tests or the special technology-company rule. Full-function joint ventures can also require approval, and foreign-to-foreign deals are not outside the regime if they meet the Turkish thresholds. At the same time, intra-group restructurings and transactions without a change in control generally fall outside the authorization requirement.
Once approval is required, the consequences are serious. The transaction may not become legally valid before decision, implementation without authorization can trigger fines, and failure to notify can lead to unwinding or other corrective measures. For that reason, in Turkish M&A practice, Competition Board approval is not merely a regulatory formality. It is often a central closing condition and sometimes the single most important legal risk in the deal.
Yanıt yok