Introduction
Merger control in Turkey is a critical legal issue for domestic and foreign investors involved in mergers, acquisitions, joint ventures, asset transfers and strategic investments. A transaction that appears to be purely commercial may require prior approval from the Turkish Competition Board if it results in a permanent change of control and exceeds the applicable turnover thresholds. Failure to notify a notifiable transaction may lead to administrative fines, transaction uncertainty, suspension risks and, in serious cases, orders requiring the reversal of the transaction.
The Turkish merger control regime is mainly regulated under Law No. 4054 on the Protection of Competition and Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Authorization of the Competition Board. The purpose of Communiqué No. 2010/4 is to determine which mergers and acquisitions require notification and authorization by the Competition Board in order to gain legal validity under Article 7 of Law No. 4054.
In 2026, the Turkish Competition Authority updated the merger control legislation, including Communiqué No. 2010/4, the notification form and certain explanatory guidelines. The 2026 amendments increased the turnover thresholds, revised the technology undertaking regime, clarified joint venture coordination analysis and simplified certain parts of the notification form.
For companies planning an M&A transaction involving Turkey, merger control analysis should be carried out at the beginning of the transaction, preferably before signing the letter of intent or share purchase agreement. Waiting until closing may create regulatory delays, contractual breaches and gun-jumping exposure.
1. What Is Merger Control in Turkey?
Merger control is the system through which the Turkish Competition Board reviews certain mergers and acquisitions before they are implemented. The objective is to prevent transactions that may significantly lessen effective competition in Turkish markets. In practical terms, the Board examines whether a proposed transaction may create or strengthen market power, reduce competitive pressure, increase barriers to entry, harm consumers, facilitate coordination or restrict innovation.
A transaction may be subject to Turkish merger control even if it is signed outside Turkey, governed by foreign law, or involves foreign companies. The decisive issue is whether the transaction has a sufficient connection with Turkish markets through turnover, activities, assets, customers, users, subsidiaries, distribution channels or competitive effects.
Therefore, foreign-to-foreign acquisitions may still require notification in Turkey if the relevant turnover thresholds are met. This is particularly important for multinational groups acquiring global businesses with Turkish sales, Turkish subsidiaries or Turkish market activities.
2. Transactions Covered by Turkish Merger Control
Under Communiqué No. 2010/4, a merger or acquisition may be caught by Turkish merger control where there is a permanent change in control. The Communiqué covers the merger of two or more undertakings and the acquisition of direct or indirect control over all or part of one or more undertakings through shares, assets, contracts or other means. Control may arise from rights, contracts or other instruments that allow de facto or de jure decisive influence over an undertaking. Full-function joint ventures are also treated as acquisition transactions under the Communiqué.
This means that the legal form of the transaction is not decisive. A transaction may be notifiable whether it is structured as:
- a share acquisition;
- an asset acquisition;
- a merger;
- a joint venture;
- a transfer of business line;
- an acquisition of control through contractual rights;
- acquisition of decisive influence through veto rights;
- acquisition of sole control over a previously jointly controlled company;
- acquisition of joint control over a previously solely controlled company.
The key question is whether control changes on a lasting basis. If the buyer obtains decisive influence over strategic commercial decisions, such as budget, business plan, appointment of senior management, investments or market strategy, the transaction may amount to a change of control.
3. Transactions Not Considered Mergers or Acquisitions
Not every corporate restructuring falls within merger control. Communiqué No. 2010/4 excludes certain transactions from the scope of Article 7. For example, intra-group transactions and other transactions that do not lead to a change in control are generally outside the scope. Temporary holding of securities by financial institutions for resale purposes may also fall outside the regime if voting rights are not used to influence competitive behavior. Certain acquisitions by public institutions due to insolvency, liquidation, privatization or similar legal reasons may also be excluded. Inheritance-related transfers are also listed among excluded situations.
For corporate groups, this distinction is important. A purely internal reorganization may not require merger control approval if there is no real change in control. However, group structures should still be reviewed carefully, especially where minority shareholders, veto rights, joint control arrangements or management rights are involved.
4. Current Merger Notification Thresholds in Turkey
The 2026 amendments significantly increased the turnover thresholds for transactions subject to notification. According to the Turkish Competition Authority’s official announcement, the individual Turkish turnover threshold was increased from TRY 250 million to TRY 1 billion; the aggregate Turkish turnover threshold was increased from TRY 750 million to TRY 3 billion; and the worldwide turnover threshold was increased from TRY 3 billion to TRY 9 billion.
In practice, a transaction should be assessed under the following general threshold logic:
| Threshold Test | General Rule After 2026 Amendments |
|---|---|
| First alternative | The aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion, and the Turkish turnover of at least two transaction parties each exceeds TRY 1 billion. |
| Second alternative | In acquisitions, the Turkish turnover of the assets or activities subject to acquisition exceeds TRY 1 billion; in mergers, the Turkish turnover of at least one transaction party exceeds TRY 1 billion; and the worldwide turnover of at least one other transaction party exceeds TRY 9 billion. |
| Technology undertaking adjustment | For certain transactions involving technology undertakings established in Turkey, the TRY 1 billion individual threshold is applied as TRY 250 million for the relevant transferred transaction party. |
The original structure of Article 7 of Communiqué No. 2010/4 is based on two alternative threshold tests: one based on aggregate Turkish turnover and separate Turkish turnovers of at least two parties, and another based on Turkish turnover of the target-side business or one merger party together with worldwide turnover of another party. The 2026 update changed the monetary threshold amounts and introduced a revised approach to technology undertakings.
Because turnover calculations can be technical, parties should not rely only on headline figures. Turkish turnover, worldwide turnover, group turnover, target turnover, transferred business turnover, intra-group sales and currency conversion must all be reviewed carefully.
5. Technology Undertakings and the 2026 Amendment
Technology transactions are an important focus of Turkish merger control. The 2026 amendments introduced a new period for the technology undertaking regime. The Turkish Competition Authority announced that the technology undertaking exception is now limited to technology undertakings established in Turkey and that transactions involving such undertakings are subject to a TRY 250 million individual turnover threshold.
Technology undertakings may include companies active in digital platforms, software, gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and healthcare technologies. The earlier version of Communiqué No. 2010/4 defined technology undertakings by reference to these areas.
This is particularly important for acquisitions involving Turkish startups, fintech companies, SaaS providers, gaming studios, online marketplaces, digital platforms, biotech companies, healthtech businesses and data-driven companies. A target may have limited revenue compared to traditional industrial companies, but still be strategically important because of its technology, user base, data assets, intellectual property or innovation potential.
For foreign investors, the practical lesson is clear: acquisitions involving Turkish technology companies should be screened separately. Even where general thresholds may not appear to be met at first glance, the special technology undertaking rule may affect the notification analysis.
6. Turnover Calculation in Turkish Merger Control
Turnover calculation is one of the most important parts of merger filing analysis. Under Communiqué No. 2010/4, turnover generally consists of net sales generated as of the end of the financial year preceding the notification date, or if this cannot be calculated, the financial year closest to the notification date. Intra-group sales between relevant economic units are not taken into account. Foreign currency turnover is calculated by using the average buying exchange rate of the Central Bank of Turkey for the financial year in which the turnover was generated.
For acquisitions involving only part of a legal entity, the turnover calculation focuses on the transferred part. Communiqué No. 2010/4 provides that where parts of transaction parties are transferred, with or without legal personality, only the turnover of the transferred part is taken into account with respect to the transferor.
This rule is especially relevant in asset deals, carve-out transactions and business line transfers. If a multinational company sells only its Turkish distribution business or a specific product division, the turnover of the transferred business must be isolated rather than automatically using the seller group’s entire Turkish turnover.
Financial institutions, banks, insurance companies, pension companies and other regulated financial entities are subject to special turnover calculation rules. Therefore, transactions in banking, insurance, payment services, fintech, portfolio management and capital markets should be assessed with sector-specific care.
7. Filing Obligation and Timing
If a transaction is notifiable, approval must be obtained before the transaction becomes legally valid. Communiqué No. 2010/4 provides that a merger or acquisition subject to authorization does not become legally valid until a decision is taken explicitly or tacitly under Article 10 of Law No. 4054. The same provision states that if a transaction subject to authorization is not notified or is notified after implementation, Article 11 of Law No. 4054 applies.
Law No. 4054 provides that after notification of a merger or acquisition falling under Article 7, the Board conducts a preliminary examination and either authorizes the transaction or notifies the parties that the transaction is taken into final examination and suspended until the final decision. If the Board does not respond or take action within the statutory period, the merger or acquisition becomes legally valid after 30 days from the notification date.
In practical transaction planning, parties usually include merger control approval as a condition precedent in the transaction documents. Closing should not occur before clearance if the transaction is notifiable. This is essential to avoid gun-jumping liability.
8. Who Can File the Notification?
The notification may be made jointly by the parties or by any of the parties or their authorized representatives. The notifying party must inform the other relevant party. Joint notifications must be made through a single notification form. Communiqué No. 2010/4 also allows the notification form and attached documents to be submitted electronically and through the methods specified by the Authority.
In acquisition transactions, the buyer usually takes the lead in preparing and submitting the filing, although cooperation from the seller and target is often necessary. In mergers or joint ventures, the parties may coordinate a joint filing.
The notification must include complete and accurate information. If the information is false, misleading or incomplete, or if relevant changes occur before the Board’s decision, the parties must notify the Board. Incomplete information may delay the review because the notification is considered made only when the missing or corrected information is completed.
9. Documents Required for a Turkish Merger Filing
The Turkish merger notification form generally requires detailed information about the transaction, the parties, ownership structures, control rights, turnover figures, relevant markets, competitors, customers, suppliers, market shares, barriers to entry, efficiencies and competitive effects.
A copy of the final or current version of the merger or acquisition agreement must be attached to the notification form. If the agreement is not in Turkish, a Turkish translation must also be submitted.
The level of detail may vary depending on whether the transaction creates affected markets in Turkey. Communiqué No. 2010/4 provides certain simplified information requirements where one party acquires full control over an undertaking over which it previously had joint control, or where there are no affected markets in Turkey. However, the Board may request the full form if it considers further examination necessary.
The 2026 update also simplified parts of the notification form. The Turkish Competition Authority announced that some information previously requested from parties was removed from the form, and that if the parties’ combined market shares in affected markets are low, certain information will no longer need to be submitted. The update also introduced certain filing facilitation for venture capital investment trusts, venture capital funds and risk capital companies.
10. Public Announcement of Notified Transactions
After a notification is submitted, the Turkish Competition Authority announces notified mergers and acquisitions on its website together with the undertakings concerned and their fields of activity.
This public announcement may be important for deal confidentiality. Although the Authority does not publish trade secrets, the fact that a filing has been made may become publicly visible. Parties should coordinate regulatory filing strategy with public disclosure obligations, stock exchange rules, press releases and confidentiality provisions in the transaction documents.
11. Competition Board Review: Substantive Assessment
The Competition Board assesses whether the transaction may significantly lessen effective competition in Turkey. Under Communiqué No. 2010/4, the Board considers the structure of the relevant market, actual and potential competition from domestic and foreign undertakings, the market position and economic power of the parties, alternative sources for suppliers and customers, access to supply, barriers to entry, supply and demand trends, consumer interests and activities benefiting consumers.
The key legal test is whether the transaction results in a significant lessening of effective competition in all or part of Turkey, including through the creation or strengthening of a dominant position. Transactions that meet this negative standard are not authorized.
In practice, the Board may examine both horizontal and non-horizontal effects. Horizontal effects arise where the parties are actual or potential competitors. Vertical effects arise where the parties operate at different levels of the supply chain, such as manufacturer and distributor, supplier and customer, platform and seller, or input provider and downstream producer. Conglomerate effects may arise where the parties operate in related but non-competing markets.
The Board may also assess whether the transaction could facilitate coordination among competitors. In concentrated markets, a merger may make it easier for remaining players to align their behavior, monitor each other and sustain higher prices or reduced output.
12. Joint Ventures and Coordination Risks
Joint ventures require special attention. A full-function joint venture may be treated as an acquisition transaction for merger control purposes. However, the Board may also examine whether the joint venture has the object or effect of limiting competition between the parent companies.
Communiqué No. 2010/4 states that the formation of a joint venture that has the goal or effect of limiting competition among undertakings and that would permanently fulfill all functions of an independent economic entity is also assessed within the framework of Articles 4 and 5 of Law No. 4054.
The 2026 amendments expressly clarified the framework for coordination analysis in joint ventures. According to the Turkish Competition Authority’s announcement, the new provision outlines how coordination risks between parent undertakings should be assessed.
Therefore, parties establishing a joint venture in Turkey should assess not only control and turnover thresholds but also whether the joint venture may restrict competition between the parents. This is especially important where parent companies remain active in the same or neighboring markets.
13. Remedies and Commitments
If the Board identifies competition concerns, the parties may offer commitments to eliminate those concerns. Communiqué No. 2010/4 provides that undertakings may submit commitments to eliminate competition problems arising under Article 7 of Law No. 4054, and such commitments must be capable of completely eliminating the competitive concerns. The Board may include conditions and obligations in its authorization decision to ensure compliance with the commitments.
Remedies may be structural or behavioral. Structural remedies may include divestiture of assets, sale of a business unit, transfer of rights, or removal of overlapping activities. Behavioral remedies may include access commitments, non-discrimination obligations, supply commitments, licensing obligations, firewall arrangements or restrictions on certain commercial conduct.
In merger control practice, structural remedies are often considered stronger where market structure is the main concern. Behavioral remedies may be suitable in vertical or access-related cases, but they usually require monitoring.
14. Information Requests and On-Site Inspections
During merger review, the Board may request information from the transaction parties and from third parties such as customers, competitors and suppliers. If necessary, the Board may also conduct inspections at undertakings and associations of undertakings under Article 15 of Law No. 4054.
This means that merger review is not limited to the parties’ narrative. The Authority may test the parties’ claims by contacting market participants, reviewing documents and comparing market data. For this reason, the notification should be accurate, consistent and supported by evidence.
Internal documents are particularly important. Presentations prepared for management, investors or lenders may contain statements about market power, elimination of competitors, price increases, customer lock-in or strategic control. Such documents can influence the Authority’s assessment. Parties should therefore ensure that deal rationale documents are accurate and not exaggerated in a way that creates unnecessary competition concerns.
15. Gun-Jumping Risks in Turkey
Gun-jumping occurs when parties implement a notifiable transaction before obtaining clearance. It may involve closing the transaction without approval, transferring control prematurely, integrating businesses before clearance, exercising decisive influence over the target, coordinating commercial behavior or exchanging competitively sensitive information without proper safeguards.
Communiqué No. 2010/4 states that where merger or acquisition transactions subject to authorization are implemented without Board authorization, administrative fines are imposed under Article 16 of Law No. 4054. The date of implementation is the date when control changes.
Law No. 4054 provides administrative fines for mergers and acquisitions subject to authorization that are realized without the Board’s authorization. The fine is generally calculated as one in thousand of annual gross revenues for certain procedural violations, including unauthorized implementation, with the fine imposed on either party in merger transactions and only on the acquirer in acquisition transactions.
To avoid gun-jumping, parties should use clean team procedures, limit pre-closing information exchange, avoid premature integration, maintain independent commercial decision-making and ensure that pre-closing covenants do not give the buyer excessive operational control before clearance.
16. Failure to Notify and Possible Consequences
If a notifiable transaction is not notified, the Board may examine it ex officio once it becomes aware of the transaction. Law No. 4054 provides that where a compulsory notification is not made, the Board may examine the transaction on its own initiative. If the Board finds that the transaction should have been notified but does not violate Article 7, it may allow the transaction while imposing fines for failure to notify. If the Board finds that the transaction falls within the prohibition, it may order termination, reversal of de facto situations, return of shares or assets where possible, transfer to third parties and other necessary measures.
This creates a serious legal risk. Even if a transaction has already closed commercially, it may remain vulnerable from a competition law perspective. Buyers should therefore include Turkish merger control analysis in due diligence and closing checklists.
17. False or Misleading Information
Submitting false or misleading information in a merger filing can create separate exposure. Law No. 4054 treats false or misleading information or documents in merger and acquisition authorization applications as a finable procedural violation. Incomplete, false or misleading information in response to information requests may also trigger sanctions.
Communiqué No. 2010/4 also provides that the Board may re-examine a merger or acquisition where a previous clearance decision was taken on the basis of false or misleading information supplied by the transaction parties, or where conditions or obligations attached to the decision are not fulfilled.
Accordingly, parties should verify turnover data, market share estimates, group structure charts, product descriptions, customer information and transaction documents before submission. Accuracy is not only a matter of professionalism; it is a legal obligation.
18. Practical Steps for Investors and Companies
Companies planning an M&A transaction involving Turkey should follow a structured merger control checklist.
First, identify the transaction structure. The analysis should determine whether the deal is a merger, acquisition, asset transfer, joint venture or internal restructuring. Second, examine whether there is a permanent change of control. Third, calculate the relevant Turkish and worldwide turnovers. Fourth, assess whether the technology undertaking rule applies. Fifth, determine whether there are affected markets in Turkey. Sixth, evaluate substantive competition concerns. Seventh, prepare the notification form and supporting documents. Eighth, include Turkish merger clearance as a condition precedent if required. Ninth, avoid gun-jumping before clearance. Tenth, keep internal and external communications consistent and legally accurate.
For foreign investors, this analysis should be carried out by Turkish competition counsel together with corporate, tax and financial advisers. The merger control filing can affect transaction timing, closing mechanics, risk allocation, purchase price adjustments and representations and warranties.
19. Common Mistakes in Turkish Merger Control
One common mistake is assuming that no filing is required because the target is not incorporated in Turkey. Turkish merger control may still apply if the transaction has Turkish turnover or market effects. Another mistake is relying only on share percentage rather than control rights. A minority shareholding may still confer joint control if it includes veto rights over strategic decisions.
A third mistake is calculating turnover incorrectly. Group turnover, target-side turnover, transferred business turnover and currency conversion rules may affect the result. A fourth mistake is ignoring technology undertaking rules, especially in startup and digital platform acquisitions. A fifth mistake is exchanging too much sensitive information during due diligence without clean team safeguards.
Another frequent mistake is treating the filing as a formality. Although many transactions are cleared without remedies, the Board may conduct a detailed assessment where market concentration, barriers to entry, platform power, vertical foreclosure or coordination risks exist.
20. Conclusion
Merger control in Turkey is a mandatory and suspensory regulatory regime for transactions that result in a permanent change of control and exceed the applicable turnover thresholds. The Turkish Competition Board’s approval may be necessary for mergers, acquisitions, joint ventures, asset transfers and foreign-to-foreign transactions with Turkish market connections.
The 2026 amendments have reshaped the merger control landscape by increasing general turnover thresholds, revising the technology undertaking regime, simplifying the notification form and clarifying joint venture coordination analysis. These changes reduce the number of ordinary transactions subject to filing while keeping closer scrutiny over strategically important technology transactions.
For investors, the safest approach is early legal assessment. Merger control should be reviewed before signing, not shortly before closing. Correct threshold analysis, accurate turnover calculation, careful filing preparation, gun-jumping prevention and substantive competition assessment are essential to protecting deal certainty.
A well-managed Turkish merger control process can prevent regulatory delays, reduce transaction risk and support a smooth closing. Conversely, failure to notify, premature implementation or misleading information can lead to fines, investigation and even transaction reversal risks. For this reason, every transaction involving Turkey should be screened under Turkish Competition Law as part of standard M&A due diligence.
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