Turkish Competition Law: A Compliance Guide for Foreign Companies

Turkish competition law applies to your company even if you have no office in Türkiye: under Law No. 4054, conduct carried out abroad is caught whenever it distorts competition inside a Turkish market. That means cartels, abuse of a dominant position and unnotified mergers can all expose a foreign business to investigation and fines of up to 10% of its annual group turnover. This guide explains what Law No. 4054 prohibits, the current merger-notification thresholds after the 11 February 2026 reform, and how to build a compliance program that holds up before the Turkish Competition Authority.

The Legal Framework: Law No. 4054 and the Competition Authority

Competition in Türkiye is governed by Law No. 4054 on the Protection of Competition (Rekabetin Korunması Hakkında Kanun), enacted in 1994 and substantially amended in 2020 by Law No. 7246. It is enforced by the Turkish Competition Authority (Rekabet Kurumu), an independent administrative body in Ankara whose decision-making organ is the Competition Board (Rekabet Kurulu).

The law tracks the structure of EU competition rules closely, which makes it familiar to many foreign companies but also creates traps where Turkish enforcement diverges from EU practice. Three articles do most of the work:

• Article 4 — prohibits anti-competitive agreements, concerted practices and decisions of associations of undertakings (the counterpart to Article 101 TFEU).
• Article 6 — prohibits the abuse of a dominant position (the counterpart to Article 102 TFEU).
• Article 7 — controls mergers, acquisitions and joint ventures, supplemented by Communiqué No. 2010/4.

The 2020 reform did more than tidy the text. It introduced the SIEC test (significant impediment to effective competition) for assessing mergers, a de minimis principle under Article 41 that lets the Authority decline to investigate minor agreements below set thresholds, and the commitment and settlement mechanisms discussed below.

Prohibited Agreements and Cartels (Article 4)

Article 4 prohibits agreements and concerted practices between undertakings that have the object or effect of preventing, restricting or distorting competition in a Turkish market. The gravest form is the cartel — secret coordination between competitors. The conduct the Authority pursues most aggressively includes:

• Price fixing — agreeing prices, discounts, margins or surcharges with competitors.
• Market and customer allocation — dividing territories or splitting customers.
• Bid rigging — coordinating tenders, a priority area in public procurement.
• Output restriction — agreeing to limit production or supply.
• Resale price maintenance — a supplier dictating the minimum resale price its distributors may charge.

Watch the new enforcement fronts: labour markets and information exchange

Two areas have moved to the front of the Authority's agenda and catch employers who never think of themselves as being in a "cartel". No-poach and wage-fixing agreements — where companies agree not to hire each other's staff, or align salaries and benefits — are now treated as labour-market cartels and have drawn significant fines, including against multinational employers. Separately, information exchange between competitors (sharing future prices, capacity or commercial strategy, directly or through a trade association or common intermediary) can breach Article 4 even without a formal agreement; this is the "hub-and-spoke" risk that arises when a shared supplier or platform passes sensitive data between rivals.

Vertical agreements and block exemptions

Vertical arrangements — distribution, agency, franchising and supply — can benefit from a block exemption, principally the Block Exemption Communiqué on Vertical Agreements (Communiqué No. 2002/2). That instrument was amended by Communiqué No. 2021/4 (in force 5 November 2021), which lowered the supplier market-share ceiling for the safe harbour from 40% to 30% of the relevant market, bringing Türkiye into line with the EU. If your supplier share sits above 30%, the agreement no longer benefits automatically from the block exemption and must be justified under the individual-exemption criteria of Article 5 (efficiency gains shared with consumers, no elimination of competition). Falling outside the block exemption does not make an agreement automatically illegal, but it shifts the burden onto you. We review distribution and supply agreements against the current market-share caps and hardcore restrictions.

Abuse of a Dominant Position (Article 6)

Holding a dominant position is not unlawful in Türkiye — abusing it is. A company is dominant when it can act independently of competitors and customers without meaningful constraint. Conduct the Competition Board treats as abusive under Article 6 includes:

• Excessive, predatory or discriminatory pricing;
• Refusal to supply, or refusal of access to an essential facility;
• Tying and bundling that forecloses competitors;
• Exclusivity and loyalty rebates that lock in customers;
• Margin squeeze in vertically integrated markets.

Digital platforms and data-driven markets have become a particular enforcement focus. Foreign technology and e-commerce companies serving Turkish users should assess dominance risk even where they have no physical presence in the country.

Merger Control: Current Thresholds After the 2026 Reform

A transaction that produces a permanent change of control and meets the turnover thresholds in Communiqué No. 2010/4 must be notified to and cleared by the Competition Board before closing. Turkish merger control is a suspensory regime: closing a notifiable deal without clearance ("gun-jumping") exposes the parties to fines and can render the transaction legally invalid in Türkiye.

Which deals are notifiable

On 11 February 2026, Communiqué No. 2026/2 amended the 2010/4 thresholds with immediate effect. A filing is now required where either of these turnover combinations is met:

For technology undertakings, a narrower special rule survives the 2026 reform — but it is now tighter than the old regime. The Turkish-turnover thresholds are waived only where the target is a technology undertaking based in Türkiye whose local turnover exceeds TL 250 million. This corrects the broader "active in or affecting Turkish markets" reach that applied before February 2026; a technology target located outside Türkiye no longer triggers the exception on its own.

Timeline and the filing itself

Once a complete notification is filed, the Board conducts a Phase I review of roughly 30 days. If it does not raise concerns or open an in-depth review within that period, the transaction is deemed cleared. Problematic deals move to a longer Phase II in-depth investigation. The notification is normally a joint filing, and pre-notification consultation with the Authority is available for complex or borderline cases. Foreign-to-foreign mergers are caught whenever the relevant Turkish turnover is generated, even if neither party has a local entity.

The mechanics of control concepts and filing strategy for cross-border deals are covered in our companion guide on merger control in Türkiye and filing thresholds for foreign acquirers, and our Corporate & M&A practice handles notifications end to end.

Penalties, Investigations and Leniency

Financial exposure under Law No. 4054 is substantial. For breaches of Articles 4, 6 or 7, the Competition Board may impose administrative fines of up to 10% of the undertaking's annual gross revenue generated in the financial year preceding the decision. That cap is calculated on total annual turnover of the undertaking and its economic group — it is not limited to Turkish revenue. Managers and employees who played a determining role can face separate personal fines.

Other consequences include:

• Behavioural and structural remedies, including divestitures;
• Invalidity of the offending agreement under Article 56;
• Treble damages for private claimants who suffer loss from a cartel (Article 58).

Private enforcement and follow-on damages

Competition harm is not only a public-enforcement matter. Under Articles 57 and 58, a party injured by prohibited conduct can sue for compensation — and where the loss flows from a cartel, the court may award up to three times the actual damage. A final Competition Board decision carries significant weight as evidence in a follow-on civil claim, and the general limitation periods of the Turkish Code of Obligations (Law No. 6098) apply to when an action must be brought. For businesses on the receiving end of a cartel or abusive conduct, this is a route to recovering losses through the Turkish courts.

Commitments, settlement and leniency

The 2020 reform (Law No. 7246) introduced a commitment procedure (offering remedies to close an Article 4 or 6 case early) and a settlement procedure that can cut a fine by up to 25% in exchange for acknowledging the violation. Separately, the leniency regime — governed by the Regulation on Active Cooperation (the pişmanlık rules) — offers full immunity to the first cartel member that comes forward with qualifying evidence, with reductions for later applicants. Deciding whether to self-report is a high-stakes judgment that should be made with Turkish competition counsel before any disclosure.

Dawn Raids: What Happens When the Authority Arrives

The Competition Authority has broad on-site inspection powers and conducts unannounced dawn raids. Case handlers may enter premises, examine and copy physical and electronic records, image devices, review email and messaging, and take statements. Obstructing an inspection — deleting data, denying access, or giving misleading information — triggers separate fines and is itself treated as serious misconduct.

Building a Practical Compliance Program

The most cost-effective protection is a compliance program tailored to your actual Turkish risk profile, not a generic policy translated from headquarters. A workable program usually includes:

1. Risk mapping — identify contacts with competitors (trade associations, benchmarking, joint ventures), labour-market arrangements such as no-poach clauses, and any markets where you may be dominant.
2. Clear rules on pricing communications, information exchange and distribution terms, written for the Turkish framework.
3. Training in the local language for commercial, sales, HR and procurement teams.
4. Contract review of distribution, agency and supply agreements against the 30% vertical block-exemption threshold.
5. Pre-closing checks so no deal closes without confirming whether a Turkish merger filing is required under the current thresholds.
6. An incident and dawn-raid response plan with named contacts and clear instructions on privilege.

Compliance also overlaps with day-to-day corporate governance obligations for companies operating in Türkiye, particularly where the same teams handle commercial strategy and board reporting.

How Lexin Legal helps

Lexin Legal advises foreign companies across the full competition lifecycle — structuring distribution networks and joint ventures, pre-assessing whether a deal needs a Turkish merger filing, drafting and rehearsing dawn-raid protocols, and representing clients in investigations and settlement or leniency proceedings before the Competition Board. If a raid is under way or you have a deal to test against the current thresholds, the immediate priority is getting counsel engaged before any data is touched or any document is filed. To discuss your situation, see our Corporate & M&A practice or contact our Istanbul office.

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