Learn the merger control filing process in Turkey step by step. This legal guide explains notifiable transactions, turnover thresholds, filing requirements, review stages, commitments, and common procedural risks under Turkish competition law.
Mergers, acquisitions, and full-function joint ventures in Türkiye do not end with signing the SPA, SHA, or asset transfer agreement. If the transaction qualifies as a concentration under Turkish competition law and the relevant turnover thresholds are met, the deal must be notified to the Turkish Competition Authority and cleared by the Competition Board before it can validly be implemented. The core framework is found in Article 7 of Act No. 4054 on the Protection of Competition and in Communiqué No. 2010/4, as amended, together with the Authority’s guidelines on control, turnover, and ancillary restraints.
For transaction lawyers, private equity funds, strategic investors, founders, and in-house teams, the Turkish merger control filing process is best understood as a sequence of legal questions. First, is there a concentration at all? Second, is there a permanent change in control? Third, which undertakings and turnover figures count? Fourth, do the current filing thresholds trigger a mandatory notification? Fifth, what must be included in the filing package, and what happens if the filing is incomplete? Sixth, what are the consequences of filing, non-filing, or closing too early? This guide answers those questions in order and translates the formal rules into a practical M&A workflow.
The legal basis of merger control in Turkey
Turkish merger control is built on the principle that concentrations that create or strengthen dominance and significantly lessen competition cannot be implemented freely. Article 7 of Act No. 4054 prohibits mergers and acquisitions that would create or strengthen a dominant position and lead to a significant lessening of competition in all or part of Türkiye, and it authorizes the Board to specify by communiqué which transactions must be notified to become legally valid. The current procedural framework is then set by Communiqué No. 2010/4 and its amendments, including the major 11 February 2026 update.
The substantive test also now clearly reflects the “significant lessening of effective competition” standard. The amended Article 13 states that mergers and acquisitions resulting in a significant lessening of effective competition in all or part of the country, including by creating or strengthening a dominant position, shall not be authorized. In practice, that means Turkish merger control is not only about counting turnover; it is also about whether the transaction can materially harm the competitive process in the relevant market.
Step 1: Determine whether the deal is a concentration
The first filing question is not whether the deal is large. It is whether the deal is the kind of transaction that falls within Turkish merger control at all. Under Article 5 of Communiqué No. 2010/4, a merger of two or more undertakings, or the acquisition of direct or indirect control over all or part of one or more undertakings through shares, assets, contract, or other means, is treated as a merger or acquisition if there is a permanent change in control. The Authority’s control guideline emphasizes that the lasting change in control is the central element. Control can arise through legal rights, contracts, or other instruments that confer decisive influence, whether de jure or de facto.
This point matters because many commercial transactions look significant but do not trigger filing. An internal reorganization inside the same economic group is generally outside scope if it does not create a change in control. Likewise, a minority investment that does not confer decisive influence is not automatically notifiable merely because shares change hands. In Turkish practice, counsel must examine veto rights, governance rights, appointment rights, shareholder agreements, and any contractual mechanisms that can shift strategic control, not just the percentage of equity being acquired.
Full-function joint ventures are treated separately and deserve special attention. Communiqué No. 2010/4 provides that the formation of a joint venture that will permanently fulfill all the functions of an independent economic entity constitutes an acquisition transaction. The filing form and the guideline both show that the Authority expects parties to explain joint control, full functionality, independence of resources, permanence, and whether the JV may also raise coordination concerns between the parents. After the 2026 amendment, the communiqué expressly states that a full-function JV with the object or effect of restricting competition among parent undertakings is also assessed under Articles 4 and 5 of the Act.
Step 2: Exclude transactions that fall outside scope
Not every control-related event is treated as a notifiable concentration. Article 6 of the communiqué excludes intra-group transactions and other transactions that do not lead to a change in control. It also excludes temporary securities holdings by institutions whose ordinary business involves dealing in securities, provided the voting rights are not used to influence competitive conduct. In addition, acquisitions of control by a public institution or organization by operation of law due to divestment, dissolution, insolvency, suspension of payment, bankruptcy, privatization, or similar reasons fall outside Article 7, as do changes arising through inheritance.
This is a practical checkpoint in distressed deals, foreclosure scenarios, and inheritance-related transfers. Transaction teams often assume that every formal transfer into a different hand requires filing. Turkish law is more specific: the key is whether the event falls within the concentration rules and whether one of the explicit exclusions applies. Where an insolvency-related or inheritance-based event is involved, the legal characterization should be tested carefully before a voluntary filing strategy is chosen.
Step 3: Identify the undertakings concerned and calculate turnover correctly
Once the parties conclude that the deal is a concentration, the next step is turnover analysis. This is where many Turkish filings go wrong. The question is not merely what the signing entity earned last year. The relevant turnover rules require looking at the “undertakings concerned” and, depending on the control structure, affiliated economic units that must be consolidated into the calculation. The turnover guideline explains that the purpose is to measure the total economic power affected by the transaction, not the isolated income of one contracting company.
Article 8 of the communiqué states that turnover is calculated by taking into account the undertaking concerned and the persons or economic units over which it holds certain control rights, including more than half of the capital or commercial assets, more than half of the voting rights, the right to appoint more than half of the governing body, or the power to manage operations. The same logic extends upward and sideways through the relevant control chain. In other words, Turkish merger control turnover is group-based, not purely entity-based.
The rules are also transaction-specific. For acquisitions involving the transfer of only part of a business, Article 8 provides that for the transferor, only the turnover of the transferred part is taken into account. The 11 February 2026 amendment confirmed this approach expressly for transfers of parts with or without legal personality. The turnover guideline gives the same basic logic: in a business carve-out, the seller’s full group turnover is not automatically attributed to the transferred business for threshold purposes.
Another important trap is serial transactions. Article 8 of the communiqué states that two or more transactions carried out between the same persons or parties within a two-year period in the same relevant product market are treated as a single transaction for turnover calculation. That rule is easy to overlook in staged deals, creeping acquisitions, or investment programs broken into several closings. A structure designed to remain below thresholds can still be aggregated.
Financial institutions are subject to special turnover rules under Article 9 of the communiqué. In regulated banking, finance, and certain other financial sectors, counsel should never rely on ordinary net sales logic alone without checking the specific sectoral turnover formula in the merger rules.
Step 4: Check whether the current filing thresholds are met
The 11 February 2026 amendment materially increased the Turkish filing thresholds. Under the current Article 7, authorization is mandatory if either of the following tests is met:
First test: the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion, and the Turkish turnover of at least two of the transaction parties separately exceeds TRY 1 billion.
Second test: in acquisitions, the Turkish turnover of the transferred asset or activity exceeds TRY 1 billion; in mergers, the Turkish turnover of at least one transaction party exceeds TRY 1 billion; and in both cases the worldwide turnover of at least one other transaction party exceeds TRY 9 billion.
The official 2026 update page also confirms the same economic shift in threshold values: the single threshold rose from TRY 250 million to TRY 1 billion, the Turkish aggregate threshold rose from TRY 750 million to TRY 3 billion, and the worldwide turnover threshold rose from TRY 3 billion to TRY 9 billion. The amendment entered into force upon publication in the Official Gazette on 11 February 2026.
There is also a special rule for technology undertakings. Under the 2026 amendment, where at least one transaction party is a technology undertaking resident in Türkiye, the relevant TRY 1 billion threshold for the transferred-side limb is applied as TRY 250 million instead. The Competition Authority’s 2026 announcement likewise states that the technology-undertaking exception is now limited to technology undertakings established in Türkiye, while the lower single threshold continues to apply to that side of the transaction.
This is one of the most important current filing checkpoints in Turkish M&A. Many deals that were previously notifiable because of the lower general thresholds will now fall outside mandatory filing. At the same time, Turkish-resident technology targets can still pull the transaction into the filing regime even where the ordinary single threshold would not have been met.
Step 5: Prepare the filing package
Once the thresholds are triggered, the filing package becomes the next major workstream. The communiqué and the notification form require a filing that is complete, accurate, and supported by the relevant documents. The form itself says that parties should consult the control and turnover guidelines before filling it in. It also requires that all requested information be completed in full, subject to some simplified situations.
The notification may be filed by any of the parties or their representatives, but the filing party must inform the other party, and notifications filed by unauthorized persons are invalid. A copy of the final or current version of the transaction agreement must be attached. If the agreement is not in Turkish, a Turkish translation must also be submitted, and the Board bases its decision on the Turkish translation. These are not cosmetic requirements; defects here can affect the validity date of the filing.
The form requests detailed information on the transaction itself, including the type of transaction, the instruments conferring control, transaction value, economic rationale, and expected timetable. It also asks for shareholding structures, management structure of the acquired undertaking or joint venture, fields of activity, turnover information, recent acquisitions in affected markets, control charts, and market definitions. For joint ventures, the form asks for additional detail on joint control, full functionality, dependence on the parent companies, and possible coordination concerns.
The filing form also includes a limited simplification logic. If one transaction party is moving from joint control to sole control, or if there are no affected markets in Türkiye, several sections do not need to be completed in full unless the Board asks otherwise. On top of that, the Competition Authority’s 2026 announcement states that the updated form further simplifies information requirements, removes some previously requested information entirely, and relieves parties from submitting certain data where combined shares in affected markets are low. The same announcement notes that venture capital-type acquirers may also benefit from certain filing conveniences.
From a process perspective, the Authority also offers merger and acquisition application channels through the e-Government Gateway. That does not remove the need for substantive preparation, but it does mean parties should plan for a formal filing workflow rather than an informal pre-clearance email exchange.
Step 6: Make sure the notification is complete and secure the correct filing date
In Turkish practice, the filing date is not merely an administrative timestamp. It affects the statutory timetable. Article 11 of the communiqué states that notification is deemed made on the date it is received into the Board’s records. However, if the information in the form is false, misleading, missing, or later changed, the notification is deemed made only on the date the information is completed or amended. Likewise, if the Board requires the form to be completed in full, the notification is treated as incomplete until the complete version is received.
This is one of the most important timing lessons for transaction counsel in Türkiye. A superficially “filed” deal is not necessarily a legally effective filing if the form is materially incomplete. The practical closing schedule should therefore be built around the effective notification date, not the date on which the first batch of papers was uploaded or delivered.
Step 7: Understand the standstill obligation and the review timetable
Article 10 of Act No. 4054 creates the basic review sequence. Once the Board is notified of a transaction that falls under Article 7, it must conduct a preliminary examination within 15 days and either authorize the transaction or notify the parties that it has decided to take the matter into final examination. If the Board does not respond or take action within due time, the merger or acquisition becomes legally valid 30 days after the date of notification.
The same statutory provision also makes clear that where the Board opens final examination, the transaction is suspended and cannot be implemented until the final decision. The amended Article 13 of the communiqué repeats that logic and adds that the Board may notify other measures it considers necessary, and that the general investigation provisions of Articles 40 to 59 of the Act apply to the extent relevant. This is the Turkish standstill rule in practical terms: do not close a notifiable deal before clearance unless the law clearly allows it.
The Authority may also seek additional information during its review. Article 15 of the communiqué states that the Board may request information not only from the parties but also from third parties such as customers, competitors, and suppliers, and it may conduct on-site inspections where necessary. For that reason, parties should not assume that the filing review is a purely desk-based exercise limited to the notification form.
In practice, many non-problematic filings are resolved faster than the statutory outer framework might suggest. The Authority’s official 2025 Mergers and Acquisitions Overview Report states that all merger and acquisition transactions notified in 2025 received final decisions, on average, 10 days after the final date of notification. That does not change the legal timetable, but it is a useful practical benchmark for straightforward cases.
Step 8: Know how the Board will review the substance
The filing process is not only procedural. The Board must assess whether the concentration is compatible with Turkish competition law. Article 13 of the communiqué lists the factors that may be considered, including market structure, actual and potential competition from undertakings based inside and outside Türkiye, the parties’ market position, their economic and financial power, supplier and customer alternatives, access to supply sources, barriers to entry, supply and demand trends, consumer interests, and efficiencies benefiting consumers.
That substantive review has two immediate consequences for filing strategy. First, market definition and overlap analysis must be thought through before filing, not after. Second, transaction counsel should not treat the merger form as a mere registry form. It is the first advocacy document in the case. The way the parties define markets, explain competitive dynamics, describe alternatives, and present efficiencies can materially affect how quickly the Authority clears the transaction.
Step 9: Use commitments and ancillary restraints properly
If the Authority identifies competition concerns, Turkish law allows parties to offer commitments. Article 14 of the communiqué states that undertakings may give commitments to eliminate competition problems arising under Article 7, and those commitments must be capable of completely removing the competitive concerns. Commitments may be submitted during the preliminary examination or final examination, and if they are submitted during preliminary examination, the notification date is deemed to be the date the commitment text reaches the Authority.
The Board may also include conditions and obligations in its authorization decision. This is important in structural or behavioral remedy cases, but also in more ordinary files where the Board clears the deal subject to compliance conditions. Parties should therefore draft commitments carefully, because in Turkish practice they can affect both substance and timing.
Ancillary restraints are another important part of filing strategy. The turnover and ancillary restraints guideline states that Board authorization also covers restraints that are directly related and necessary to the implementation of the transaction, but the primary responsibility for determining whether a restraint stays within that framework lies with the parties. The same guideline explains that restraints falling outside that framework may still be assessed under Articles 4, 5, and 6 of the Act. In other words, a non-compete or similar clause is not automatically safe just because it appears in an SPA.
Step 10: Avoid the most common filing mistakes
The most common Turkish merger control errors are procedural before they are substantive. One is treating control as identical to majority ownership, when Turkish law looks instead to decisive influence and permanent change in control. Another is calculating turnover only at entity level and ignoring group relationships. A third is forgetting the two-year aggregation rule for serial acquisitions. A fourth is using an incomplete filing and then counting the review period from the wrong date. A fifth is assuming that signing automatically means closing can follow immediately, despite the standstill obligation for notifiable deals.
There are also several 2026-specific traps. Counsel must now use the updated thresholds, check whether the technology-undertaking exception applies only because the relevant technology undertaking is resident in Türkiye, and make sure the deal analysis reflects the amended communiqué rather than the older 2022 threshold figures still found in some secondary materials.
Conclusion
The Turkish merger control filing process is straightforward in structure but unforgiving in execution. The correct sequence is to identify whether the deal creates a permanent change in control, verify whether any exclusion applies, determine the undertakings concerned, calculate turnover on the right economic-unit basis, test the current 2026 thresholds, prepare a complete notification with the right supporting documents and translations, and then manage the review period without violating the standstill rule.
For simple, non-problematic filings, the system can move quickly in practice. But the legal risk of getting the filing analysis wrong remains significant because incomplete notifications can reset the clock, false or misleading information can trigger fines and re-examination, and notifiable deals implemented without clearance may face sanctions and even unwinding measures. In Turkish M&A, merger control should therefore be treated as a core closing workstream, not as a last-minute regulatory formality.
FAQ
When is a merger filing required in Turkey?
A filing is required when the transaction is a merger, acquisition, or full-function joint venture that creates a permanent change in control and the applicable turnover thresholds in Article 7 are exceeded.
What are the current Turkish merger control thresholds?
Since 11 February 2026, the main thresholds are TRY 3 billion aggregate Turkish turnover plus TRY 1 billion Turkish turnover for at least two parties, or TRY 1 billion Turkish turnover on the relevant side plus TRY 9 billion worldwide turnover for at least one other transaction party, with a special reduced threshold rule for certain Türkiye-resident technology undertakings.
Can only one party file the notification?
No. Any party or its representative may file, but the filing party must inform the other party, and unauthorized filings are invalid.
What happens if the filing is incomplete?
The filing date shifts. Under Article 11, if the information is false, misleading, missing, or later changed, the notification is deemed made only when the information is completed or amended.
Can parties close before clearance?
Not if the transaction is notifiable and the review is still pending. Turkish law provides for suspension of the transaction during final examination, and non-notified notifiable transactions can lead to fines and unwinding remedies.
Are non-compete clauses automatically covered by clearance?
Only if they are directly related and necessary to the implementation of the transaction. The parties must assess whether the restraint remains within that ancillary-restraint framework.
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