Turkish Competition Authority Introduced Revised Jurisdictional Thresholds And Simplified Notification Framework

Introduction

The Turkish Competition Authority ("TCA") has introduced significant changes to the rules applicable to transactions that are subject to the Turkish Competition Board's ("Board") approval. The changes have been entered into force with Communiqué No. 2026/2 amending the Communiqué No. 2010/4 on the Mergers and Acquisitions Subject to the Approval of the Competition Board, published in the Official Gazette on February 11, 2026 ("Amended Communique No. 2010/4").

New Jurisdictional Thresholds

Based on the amendments, transactions are now required to be notified in Turkiye if one of the following alternative turnover thresholds is met:

• The combined aggregate Turkish turnover of all the transaction parties exceeds TL 3 billion (approximately USD 76 million and EUR 67.2 million) and the Turkish turnover of each of at least two of the transaction parties exceeds TL 1 billion (approximately USD 25.3 million and EUR 22.4 million), OR
• The Turkish turnover of the transferred assets or businesses in acquisitions, and at least one of the transaction parties in mergers exceeds TL 1 billion (approximately USD 25.3 million and EUR 22.4 million), and the worldwide turnover of at least one of the other parties to the transaction exceeds TL 9 billion (approximately USD 228.2 million and EUR 201.6 million).

Revised Rules for Undertakings Operating in the Field of Digital Platforms, Software or Gaming Software, Financial Technologies, Biotechnology, Pharmacology, Agricultural Chemicals or Healthcare Technologies, or Their Related Assets

The Amended Communique No. 2010/4 also envisages significant changes to specific turnover thresholds applicable for transactions involving undertakings operating in the field of digital platforms, software or gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals or healthcare technologies, or their related assets. Accordingly, in merger transactions where at least one of the transaction parties is an undertaking resided/located in Turkiye and active in the fields described above or assets related to these in Turkiye, and in transactions involving the acquisition of such undertakings, the TL 1 billion thresholds set out above shall be applied as TL 250 million (approximately USD 6.3 million and EUR 5.6 million), for the transaction party subject to the acquisition (i.e., target).

Simplified Notification Form

The amendment simplifies the template notification form by removing certain information requirements and reducing the level of detail required where the parties' combined market shares is below 15% in horizontally affected markets and the market share of a transaction party is below 20% in vertical relationships in Turkiye.

It also introduces procedural convenience for acquisitions made by venture capital investment trusts, venture capital investment funds and private equity investment vehicles. In particular, for filings including these parties, the scope of information required in the notification form is limited to their activities and turnover in Turkiye. Accordingly, they are not required to submit detailed information regarding their global activities. Where the undertakings confirm that their worldwide turnover exceeds the applicable global threshold, it will be sufficient to provide only their turnover in Turkiye.

Joint Venture Assessment

The amendment establishes a clearer framework for evaluating potential coordination risks among parent companies of a joint venture. Although full-function joint ventures will continue to fall under the applicable merger control rules, the Board will assess whether the formation of a joint venture could lead to anti-competitive coordination between its parent undertakings, and may review the transaction under Articles 4 and 5 of Law No. 4054 on the Protection of Competition, if such coordination has the purpose or effect of restricting competition.

Ongoing Transactions

The Amended Communique No. 2010/4 entered into force effective immediately with its publication. Ongoing reviews of already notified transactions that fall below the newly determined thresholds or no longer meet the applicable conditions will be terminated by a Board decision.

Conclusion

Overall, the amendment introduces a comprehensive change of the merger control regime in Turkiye with increased jurisdictional thresholds. The updated jurisdictional thresholds for undertakings in the exceptional sectors also recalibrated the mandatory filing requirement. Furthermore, the amendments seek to simplify the merger control filing for transactions where there is no affected market stemming from the transactions.

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