Merger Control in Turkey: Filing Thresholds for Foreign Acquirers (2026)

A deal must be notified to the Turkish Competition Authority before closing if the combined Turkish turnover of all parties exceeds TRY 3 billion and at least two parties each have Turkish turnover above TRY 1 billion; or if the Turkish turnover of the acquired business (or one merging party) exceeds TRY 1 billion and another party has worldwide turnover above TRY 9 billion. These figures, in force since 11 February 2026, apply no matter where the buyer is incorporated — a deal signed entirely outside Turkey can still need Turkish clearance. This guide walks foreign acquirers through the thresholds, how Turkish turnover is calculated for a foreign group, the suspensory regime, the timeline, and the penalties for closing early.

The Legal Framework: Law 4054 and Communiqué 2010/4

Merger control in Turkey is governed by the Law on the Protection of Competition (Law No. 4054) and its implementing rules, principally Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board. The regulator is the Turkish Competition Authority (Rekabet Kurumu), and decisions are taken by its decision-making body, the Competition Board (Rekabet Kurulu).

The regime is mandatory and suspensory. If a transaction meets the notification thresholds, the parties must file and obtain clearance before closing. This applies regardless of where the buyer is incorporated: a deal signed entirely outside Turkey can still require a Turkish filing if the parties generate enough turnover in Turkey. The test is effects-based, not nationality-based — the same logic foreign businesses meet across Turkish competition law compliance generally.

When Does a Deal Have to Be Notified?

A transaction is notifiable when it produces a lasting change of control and the parties exceed the relevant turnover thresholds. The control test, not the deal label, decides the question. Notifiable transactions typically include:

• A merger of two or more independent undertakings;
• The acquisition of control over all or part of an undertaking, whether by share purchase, asset purchase, or contract;
• The formation of a full-function joint venture that performs all the functions of an autonomous economic entity on a lasting basis.

"Control" means the ability to exercise decisive influence over an undertaking. This can be sole control (one buyer takes the majority) or joint control (two or more shareholders must agree on strategic decisions). A purely passive minority stake usually does not trigger a filing — but a minority position can amount to control where it carries veto rights over the budget, the business plan, or senior appointments. If you are structuring a minority investment or a 50/50 Turkish company, the governance and veto package needs a competition review, not just a corporate one.

Internal reorganisations within the same corporate group generally do not require notification, because the ultimate control does not change. The 4 May 2026 update to the M&A guidelines (see below) clarified several of these control and joint-venture questions, so analysis prepared before that date should be checked. For deal structuring and clearance strategy, our M&A clearance in Turkey team can map the control analysis to your term sheet.

The 2026 Turnover Thresholds

Communiqué 2010/4 sets turnover-based thresholds expressed in Turkish lira. Because high inflation had eroded the previous figures, the Competition Authority substantially raised them by amending Communiqué No. 2026/2, in force from 11 February 2026.

Current thresholds (from 11 February 2026)

A transaction must be notified if either of the following limbs is met:

• Limb 1 — combined Turkish turnover. The combined Turkish turnover of all transaction parties exceeds TRY 3 billion, and the Turkish turnover of at least two of the parties each exceeds TRY 1 billion; or
• Limb 2 — one target plus a global player. The Turkish turnover of the assets or operations being acquired (in an acquisition) — or of at least one party (in a merger) — exceeds TRY 1 billion, and at least one of the other parties has worldwide turnover exceeding TRY 9 billion.

A worked example

Suppose a foreign acquirer with TRY 1.2 billion of Turkish turnover buys a Turkish target with TRY 1.1 billion of Turkish turnover. Combined Turkish turnover is TRY 2.3 billion — below the TRY 3 billion mark in Limb 1 — so Limb 1 is not met. But if the acquirer's worldwide turnover exceeds TRY 9 billion, Limb 2 bites: the target's Turkish turnover is over TRY 1 billion and another party clears the global threshold. The deal is notifiable. This is exactly the trap a quick "we're under TRY 3 billion locally" check misses.

The previous thresholds

For deals assessed under the rules in force before February 2026, the figures were much lower: combined Turkish turnover above TRY 750 million with at least two parties each above TRY 250 million. The reform raised the individual local threshold fourfold (TRY 250 million to TRY 1 billion) and the combined threshold from TRY 750 million to TRY 3 billion, materially narrowing the universe of notifiable deals. If you are reviewing an older transaction or a pipeline memo, check which threshold applied on the relevant date.

How Turkish Turnover Is Calculated for a Foreign Group

The thresholds are about turnover generated in Turkey, and for a foreign acquirer the calculation has a few traps worth knowing before you conclude a deal is below the line.

• Group, not just the buying entity. You count the turnover of the whole group the acquirer belongs to — parent, subsidiaries and the wider controlled group — not only the legal entity signing the contract. A small acquisition vehicle does not shrink your turnover.
• Export sales into Turkey count. Turnover "in Turkey" includes sales made to customers in Turkey, even where the seller has no office, staff or subsidiary in the country. A foreign manufacturer that simply ships products to Turkish buyers generates Turkish turnover.
• Currency conversion. The thresholds are in Turkish lira, so a foreign group's revenue must be converted into lira. Because the lira moves, the conversion rate and the reference financial year both matter — a deal that looked clearly below the line a year earlier can sit above it after currency movement.
• The reference year. Turnover is taken from the financial year preceding the transaction. Use audited group figures where possible.

The Technology Undertaking Rule (Updated 2026)

Turkey keeps a special, lower-threshold regime for acquisitions of so-called technology undertakings — a tool aimed at "killer acquisitions" of fast-growing innovators. The February 2026 amendment narrowed this regime, and the change reverses how many foreign investors understood the old rule.

The regime applies where a target is a technology undertaking established in Türkiye active in fields such as digital platforms; software and gaming software; financial technologies (fintech); biotechnology; pharmacology; agricultural chemicals (agrochemicals); or health technologies. For these targets, the TRY 1 billion threshold that would otherwise apply to the acquired undertaking is reduced to TRY 250 million of Turkish turnover.

The practical effect is the opposite of the old framing. The TRY 250 million figure is now a minimum the Turkish tech target must reach, not a threshold that is switched off. An early-stage or pre-revenue Turkish tech company that has not yet built a meaningful local presence now falls outside notification, where the previous rule could have caught it. So a foreign buyer of a small or zero-revenue Turkish startup is less likely to need a filing on the technology basis than under the old regime — but a buyer of an established Turkish tech business with over TRY 250 million of local turnover may still face a filing it would have escaped under the general thresholds.

The Suspensory Effect and Gun-Jumping Penalties

Turkey operates a strict suspensory regime: a notifiable merger or acquisition cannot be implemented in Turkey before the Competition Board grants clearance, and a transaction completed in breach has no legal effect in Turkey until it is approved.

Gun-jumping exposes the buyer to:

• An automatic administrative fine of 0.1% of Turkish turnover in the financial year preceding the decision, imposed regardless of whether the deal would ultimately have been cleared. In an acquisition the fine falls on the acquirer; only in a merger is it imposed on both merging parties.
• A statutory minimum fine where 0.1% comes out lower than the floor. The minimum is set annually and indexed for revaluation, so for smaller-turnover buyers the minimum, not the percentage, is what bites.
• A potential requirement to unwind elements of the transaction; and treatment of the breach as an aggravating factor in the substantive review.

The Review Process and Timeline

Once a complete notification is filed, the Competition Board reviews the transaction in up to two phases.

Phase I — about 30 days

Most straightforward transactions clear in Phase I, typically within approximately 30 calendar days of a complete filing. The clock effectively restarts if the Board requests further information, so the quality and completeness of the initial filing drive the timeline more than anything else.

Phase II — up to six months, extendable once

If the Board sees potential competition concerns, it opens a Phase II investigation, which can run up to around six months — and may be extended once by up to a further six months. At this stage the Board may require structural remedies (such as divestitures) or behavioural remedies (such as commitments) as a condition of clearance.

Planning your deal calendar

For a clean transaction, budget roughly a month from a complete filing to clearance, plus lead time to prepare the (Turkish-language) notification. For a transaction that raises substantive concerns, plan for several months — potentially up to a year in the rare case where Phase II is opened and then extended. Build the Turkish clearance into the condition precedent in the share purchase agreement and set a realistic long-stop date.

Turkey vs the EU: A Quick Comparison

Foreign acquirers running a multi-jurisdiction deal often ask how Turkish merger control compares with the EU regime (the EUMR). The mechanics are similar — both are mandatory and suspensory — but the detail differs.

A deal can need both filings, or a Turkish filing and no EU filing, or vice versa. Because there is no Turkish filing deadline but closing is blocked until clearance, sequence the jurisdictions so Turkey does not become the bottleneck.

Filing Mechanics: Who Files, What It Costs, and the Documents

Foreign acquirers tend to ask the same practical questions once they know a filing is required.

• Who files? The notifying party is usually the acquirer in an acquisition, or the merging parties jointly in a merger. A joint notification is common.
• Language. The notification is made in Turkish. Supporting documents in another language generally need a Turkish translation. This is one reason a foreign group works through Turkish counsel rather than filing directly.
• Local lawyer and power of attorney. A foreign acquirer normally appoints a Turkish lawyer to prepare and submit the notification under a power of attorney. There are formalities for foreign-issued powers of attorney (notarisation and apostille), so start that paperwork early — see our note on legal representation requirements for Turkish companies.
• Documents. Expect to provide the transaction agreement, group and target turnover figures (Turkish and worldwide), corporate structure and control details, and market/activity information for any overlapping or related markets.
• Is there a pre-notification route? Parties can consult the Authority informally before filing on novel or borderline points, though clearance still requires a formal notification.
• Deadline vs closing. There is no statutory deadline to file after signing — but you cannot close until you are cleared, so the real constraint is your target completion date.

Practical Points for Foreign Acquirers

A few points recur in cross-border deals touching Turkey:

• Run a threshold analysis early. Calculate Turkish turnover (including export sales into Turkey) for the whole group at the term-sheet stage, not at signing, and convert worldwide turnover into lira at a current rate.
• Test both limbs. Do not stop at "combined Turkish turnover is under TRY 3 billion" — a large global buyer can still trip Limb 2 via the TRY 9 billion worldwide threshold.
• Check the tech rule the right way round. For a Turkish tech target, the TRY 250 million figure is a floor the target must meet, not a trap that catches sub-scale startups.
• Build clearance into the SPA. Make Turkish clearance a condition precedent and allocate filing responsibilities and a long-stop date.
• Avoid gun-jumping. Keep the businesses separate and limit information exchange until the Board has cleared the deal.
• Coordinate the global timeline. Sequence Turkey with your other filings so it does not become the bottleneck.

If you are planning an acquisition or joint venture with a Turkish dimension, our Corporate & M&A team can run the threshold analysis, prepare the notification, and manage the Competition Board process. Contact us to discuss your transaction.

Frequently asked questions