Merger Control Turkey 2026: New Thresholds Guide

Merger control in Turkey has entered a decisive new chapter in 2026. Following the Turkish Competition Authority's February 2026 reform, the notification thresholds that determine whether a cross-border deal requires clearance from the Turkish Competition Authority (TCA, Rekabet Kurumu) have been substantially restructured. For foreign acquirers, multinational strategic buyers, private equity sponsors, and family offices examining Turkish targets, the new regime alters both the calculus of deal triage and the timetable for closing.

The reform raises the individual local turnover threshold from TRY 250 million to TRY 1 billion, the cumulative threshold from TRY 750 million to TRY 3 billion and the worldwide-turnover limb of the alternative test from TRY 3 billion to TRY 9 billion, narrowing the range of notifiable transactions while leaving foreign-to-foreign deals that meet the thresholds within the regime. The technology rule has also changed: the TRY 250 million figure now applies, on the target side, to technology undertakings established in Türkiye. For C-level decision-makers structuring inbound M&A into Türkiye, this is not a marginal procedural update; it is a substantive shift in how Turkish merger control interfaces with global deal architecture.

Key Takeaways

• Individual Turkish turnover threshold raised to TRY 1 billion; cumulative threshold raised to TRY 3 billion; worldwide-turnover limb raised to TRY 9 billion (Communiqué No. 2026/2, in force since 11 February 2026).

• For a technology undertaking established in Türkiye, the TRY 1 billion thresholds apply as TRY 250 million on the target side.

• Foreign-to-foreign transactions that affect the Turkish market still require TCA notification when thresholds are met — extraterritorial jurisdiction is preserved.

• The Competition Board has 15 days from notification to clear the deal or open a final examination; without a response the deal takes legal effect 30 days after notification (Article 10 of Law No. 4054). An investigation lasts up to 6 months, extendable once by up to 6 months (Article 43).

• Closing before clearance (gun-jumping) triggers an administrative fine of one per mille (0.1%) of annual gross revenue under Article 16 of Law No. 4054, and higher exposure if the deal is found to restrict competition significantly.

The Turkish Merger Control Framework After the 2026 Reform

Turkish merger control is anchored in Article 7 of the Law on the Protection of Competition (No. 4054), implemented through Communiqué No. 2010/4 as amended. Under Article 7 of the Law, the Board announces by communiqué which mergers and acquisitions must be notified and approved in order to acquire legal validity; under Article 10(4) of the Communiqué, a notifiable transaction cannot acquire legal validity before the Board decides, expressly or tacitly. Article 2 of the Law brings within its scope undertakings operating in, or affecting, markets in Türkiye, so the regime also reaches transactions concluded entirely outside Türkiye where the parties' Turkish turnover crosses the prescribed lines.

The New Threshold Architecture

Under the February 2026 amendment, a concentration is notifiable in Turkey when one of two alternative tests is satisfied. First, the cumulative Turkish turnover of all parties to the transaction exceeds TRY 3 billion and the individual Turkish turnover of at least two parties each exceeds TRY 1 billion. Second, the Turkish turnover of the acquired assets or business (in acquisitions) or of at least one of the merging parties exceeds TRY 1 billion and the worldwide turnover of at least one other party exceeds TRY 9 billion.

The higher thresholds take many smaller mid-market deals outside the notification duty. Communiqué No. 2026/2 also added a standing rule (Additional Article 1): whenever the thresholds or other conditions change, reviews pending on the effective date are ended by Board decision for transactions that fall below the new thresholds or no longer meet the other conditions. For foreign strategic buyers acquiring a Turkish family business, a logistics platform, or a manufacturing asset, the test now demands a precise calculation of the target's Turkish-attributable turnover before any binding offer is tabled.

Technology Sector: The Stricter Sub-Regime

Acquisitions of technology undertakings established in Türkiye, and mergers in which at least one party is such an undertaking, are subject to a lower figure: under Article 7(2) of the Communiqué, the TRY 1 billion thresholds in both tests apply as TRY 250 million in respect of the target. The other limbs still have to be met, so the acquirer's side of the calculation continues to matter. The Communiqué defines technology undertakings as undertakings, or related assets, active in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies. Under the 2022 text the target-side threshold was not applied at all to technology targets active in Türkiye, carrying out R&D there or serving users there; the 2026 text replaces that with the TRY 250 million figure for targets established in Türkiye. Buyers of Turkish technology businesses should therefore run the calculation even where the target's revenue is modest.

Extraterritorial Reach: Why Foreign-to-Foreign Deals Still Need TCA Approval

One of the most frequently underestimated dimensions of Turkish merger control is its extraterritorial application. A transaction concluded entirely between non-Turkish counterparties — for example, the acquisition of a German industrial group by a Gulf sovereign-wealth allocator — may still require TCA notification where the German target generates Turkish-attributable revenue exceeding the thresholds. As we discussed in our guide to branch office vs subsidiary structuring for foreign investors in Turkey, the corporate footprint inherited through an offshore acquisition can carry significant downstream regulatory consequences in Türkiye, and merger control is among the most consequential of these.

How Turkish Turnover Is Calculated

Under Article 8 of the Communiqué, each party's turnover is calculated on a group-wide basis, adding the undertakings it controls and those that control it. Turnover means net sales at the end of the financial year preceding notification (or, if that cannot be calculated, the nearest financial year end), prepared under the uniform chart of accounts. Sales between group entities are excluded, and foreign-currency turnover is converted at the average Central Bank of the Republic of Türkiye buying rate for the financial year in which it was generated. Where only part of a business is sold, only the turnover of the transferred part counts on the seller's side. Sophisticated acquirers should commission a turnover memorandum at the term-sheet stage so that the question of notifiability is resolved before deal documents are finalised.

Joint Ventures and Minority Stakes

Under Article 5(3) of the Communiqué, forming a joint venture that will permanently perform all the functions of an autonomous economic entity is an acquisition, with each parent treated as an acquirer; where such a joint venture has as its object or effect the restriction of competition between the parents, it is also assessed under Articles 4 and 5 of the Law. Control is defined by Article 5(2) as the possibility of exercising decisive influence over an undertaking, alone or jointly, in fact or in law, through rights, contracts or other means — in particular rights or contracts giving decisive influence over the composition or decisions of its organs. A minority stake that confers such influence can therefore be a notifiable acquisition of control. For private equity sponsors and family offices structuring minority co-investments, this distinction is operationally decisive.

Common questions about this topic

Does my deal require Turkish merger control clearance if neither party is incorporated in Türkiye?

Yes, if the parties' Turkish-attributable turnover meets the notification thresholds. Turkish merger control applies extraterritorially. A foreign-to-foreign transaction where the combined Turkish turnover exceeds TRY 3 billion and at least two parties each exceed TRY 1 billion in Turkish turnover, or where the alternative test in Article 7(1)(b) of the Communiqué is met, requires a pre-closing filing with the Turkish Competition Authority.

How are the new February 2026 thresholds different from the previous regime?

The individual Turkish turnover threshold has been raised from TRY 250 million to TRY 1 billion, the cumulative threshold from TRY 750 million to TRY 3 billion, and the worldwide-turnover limb of the alternative test from TRY 3 billion to TRY 9 billion. The technology rule changed as well: the 2022 text did not apply the target-side threshold at all to technology targets active in Türkiye, while the 2026 text applies a TRY 250 million target-side threshold to technology undertakings established in Türkiye.

What happens if we close the transaction before obtaining TCA clearance?

Article 16 of Law No. 4054 imposes an administrative fine of one per mille (0.1%) of annual gross revenue where a merger or acquisition subject to permission is carried out without it; in a merger each party is fined, in an acquisition only the acquirer. The Board also reviews the transaction of its own motion under Article 11: if it falls within Article 7(1), the Board can order the transaction to be terminated, the unlawful situation removed and the shares or assets returned, and Article 16 then allows a fine of up to 10% of annual gross revenue. Under the Communiqué a transaction is carried out on the date control changes, so a closing that transfers control before clearance is caught.

How long does Turkish merger control review take in practice?

Article 10 of Law No. 4054 gives the Board 15 days from notification to clear the transaction or take it into final examination (Phase II); if it neither responds nor acts in time, the transaction takes legal effect 30 days after notification. An incomplete or incorrect notification counts as made only when it is completed or corrected. In a final examination the investigation rules in Articles 40 to 59 of the Law apply to the extent compatible; under Article 43 an investigation is completed within six months, extendable once by up to six months. The Board may clear a transaction with conditions and obligations, and commitments can be offered in either phase.

Are there any sectors where additional regulatory approvals apply alongside TCA clearance?

Yes. Examples: under Article 18 of Banking Law No. 5411, acquiring 10% or more of a bank's capital requires the permission of the Banking Regulation and Supervision Board (BDDK); Article 9 of Insurance Law No. 5684 has a similar permission rule for insurers; and Article 19 of Law No. 6112 caps total direct foreign capital in a broadcaster at 50%. Energy, telecommunications and other licensed activities should be checked against their own sector laws. Sequencing these approvals alongside the competition filing keeps the longest-lead authorisation from delaying closing.

Can the Istanbul Attorneys team handle the full Turkish leg of a cross-border M&A transaction?

Yes. Istanbul Attorneys advises on the corporate, competition, tax, employment and dispute resolution aspects of a transaction, and works with counsel in the other jurisdictions a deal touches. Our corporate practice in Istanbul handles merger control filings, due diligence, transaction structuring and post-closing integration.

This guide is general information on Turkish law, not legal advice on your own matter. Rules and practice change; check the position before you act.