Merger Control In Türkiye: Notification Requirements And New Thresholds After The 11.02.2026 Amendments

Transactions meeting the criteria set out under Turkish merger control legislation are subject to mandatory notification to the Turkish Competition Authority (the "TCA") and may not be implemented prior to receiving the clearance of the Turkish Competition Board (the "TCB"). The substantive basis of merger control is Article 7 of Law No. 4054 on the Protection of Competition ("Competition Law"), which prohibits concentrations that significantly impede effective competition in a market in Türkiye, through the creation or strengthening of a dominant position. However, Article 7 governs the competitive assessment of a transaction rather than its notifiability.

Whether a transaction must be notified is determined under the Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (the "Merger Communiqué"). Under the Merger Communiqué, a transaction is notifiable where two cumulative conditions are satisfied:

1. the transaction results in a lasting change of control, and
2. the applicable turnover thresholds are met.

A lasting change of control arises in mergers, acquisitions of shares or assets, and the creation of full-function joint ventures conferring decisive influence over an undertaking or part of it.

1. Turnover Thresholds (after the 11 February 2026 Amendments)

Pursuant to the amendments made in the Merger Communiqué¹, a transaction is notifiable where either of the following alternative threshold sets is triggered:

1. the aggregate Türkiye turnover of the transaction parties exceeds TRY 3 billion (approx. USD 76 million or EUR 67.1 million²) and the Türkiye turnover of at least two parties each exceeds TRY 1 billion (approx. USD 25.3 million or EUR 22.4 million),
   or
2. in acquisition transactions, the Türkiye turnover of the transferred business or assets exceeds TRY 1 billion, and the global turnover of at least one other party exceeds TRY 9 billion (approx. USD 228 million or EUR 201.3 million).

Accordingly, a transaction leading to a lasting change of control will be subject to mandatory notification in Türkiye where either threshold set is met, irrespective of the geographic centre of the deal. In practice, numerous foreign-to-foreign transactions with limited local footprint fall within Turkish jurisdiction due to the turnover-based system.

2. Technology Undertakings

The amended regime also revises the rules applicable to technology undertakings, which had been in place since 2022 amendments. Under the former framework, the general thresholds; i.e. the local turnover threshold applicable to the target was not required to be met, while the relevant exception was only covering the acquisition of the technology undertakings. The amendments dated 11.02.2026 fundamentally restructures this system, replacing the previous exemption-based model with a reduced-threshold mechanism and expanding its scope to cover the merger transactions of techonolgy undertakings as well.

In transactions involving a technology undertaking operating in specified sectors (including digital platforms, software, fintech, biotechnology and health technologies) and satisfying the local nexus criteria, the TRY 1 billion Turkish turnover thresholds under the above tests are applied as TRY 250 million with respect to the undertaking concerned. It should also be noted that, unlike the previous framework which only applied to the acquisitions, the new regime now also covers merger transactions where at least one party is a technology undertaking established in Türkiye.

3. Standstill Obligation and Gun-Jumping Risk

Under Turkish merger control rules, notifiable transactions are subject to a strict standstill obligation, pursuant to which the transaction may not be implemented, in law or in fact, prior to clearance by the TCB. A breach of this obligation constitutes gun-jumping, regardless of whether an infringement arises from a failure to notify the transaction at all, a notification submitted only after closing, or from conduct amounting to early implementation or de facto exercise of control before clearance.

Turkish decisional practice treats failure to file, late notification, and pre-clearance implementation as different manifestations of the same underlying procedural infringement, namely the circumvention of the TCB's prior approval requirement. The assessment is therefore not limited to the formal completion of the transaction, but extends to any conduct that undermines the suspensive effect of merger control review. Clearance of the transaction on the merits does not eliminate the infringement, and a post-closing notification does not remedy the breach.

In practice, there are multiple ways in which the violation of the standstill violations could be detected. Once the TCA becomes aware of a potentially notifiable transaction, it is required to launch an ex officio review and assess whether the transaction was implemented prior to clearance. Turkish decisional practice shows that such awareness may arise through multiple channels, including public announcements, subsequent merger filings, third-party complaints, and inter-authority cooperation with foreign competition authorities.

Once the TCB becomes aware of a transaction that should have been notified, it automatically initiates an ex officio review. In its assessment, it first examines whether the transaction results in a significant lessening of effective competition. Where the transaction does not raise substantive competition concerns, the TCB clears the transaction, but imposes an administrative monetary fine equal to 0.1% of the acquirer's Türkiye turnover generated in the financial year preceding the fining decision, irrespective of the competitive effects of the relevant transaction. On the other hand, where joint control is acquired, the fine may be imposed on each acquiring party. It should be noted that there are no criminal sanctions involved.

However, if the transaction is found to significantly restrict effective competition, the TCB may additionally order structural remedies; including termination of the transaction, restoration of the pre-transaction situation, divestment of transferred assets or shares, and suspension of the acquirer's management rights. Under Turkish law, a notifiable transaction implemented without approval is also deemed legally invalid until cleared. Furthermore, if the concentration is ultimately found to infringe Article 7 of the Competition Law, the TCB may impose an additional administrative monetary fine of up to 10% of the undertaking's annual gross turnover.

It should also be noted that the statute of limitations for gun-jumping violations is eight years from the completion date of the transaction, during which the TCB may impose the administrative fine at any point once it becomes aware of the infringement.

Footnotes

1. By the Communiqué No. 2026/2 Amending the Communiqué No. 2010/4 Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board

2. The amounts in USD and EUR for the year 2025 are converted at the exchange rate USD 1 = TRY 39.48 and EUR 1 = TRY 44.71 in accordance with the applicable Turkish Central Bank average buying rates for 2025.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.