Significant Amendments To The Turkish Merger Control Regime

In early February2026 the Turkish Competition Authority ("TCA") announced sweeping amendments to CommuniquéNo.2010/4 ("Communiqué") concerning mergers and acquisitions requiring the approval of the Competition Board. The Communiqué, which supplements Article7 of the Act on the Protection of Competition ("Competition Act"), sets out the transactions that must be notified to the TCA and lays down the procedure and substance of merger control. Its last major update occurred in2022, when turnover thresholds were increased and a technology undertakings exception was introduced, enabling the TCA to supervise acquisitions of innovative companies regardless of their turnover. Since then the number of notified transactions has increased sharply. The TCA's 2025 M&A overview report¹ notes that 416 transactions were reviewed in2025, a 33.8% increase over2024; this surge has been attributed to inflation-driven devaluation of the Turkish lira and the technology undertakings exception. Consequently, there was a perception that the notification thresholds no longer reflected economic reality and captured too many low‑impact deals.

The February2026 amendments aim to modernise the regime in light of macro‑economic changes and experience gained under the 2022 reforms. The revised rules increase turnover thresholds, refine the scope of the technology undertakings exception, redefine key concepts and streamline the notification form. This article aims summarises the most significant changes and discusses their likely impact.

Key Amendments

1. Recalibrated turnover thresholds

The most visible reform is the substantial increase in the turnover thresholds that trigger a mandatory filing. The thresholds introduced in 2013 and revised in2022 (TRY250million per party and aggregated thresholds of TRY750million and TRY3billion) quickly became outdated due to high inflation. Under the new Communiqué:

These higher thresholds mean that transactions with limited Turkish turnover will no longer require notification. For example, if two parties' combined turnover in Türkiye is below TRY3billion the transaction will fall outside the filing requirement, even if previously it would have been caught under the 2022 thresholds. The changes bring the monetary levels closer to current market values and should reduce the number of filings involving routine transactions while allowing the TCA to focus resources on larger or potentially problematic deals.

2. Narrowing of the technology undertakings exception

The 2022 reforms introduced a special regime for technology undertakings defined as companies active in fields such as digital platforms, software, gaming, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies. Under that regime, the local turnover threshold of TRY250million did not apply to transactions involving such undertakings; a filing was required if either (i) the total Turkish turnover of the parties exceeded TRY750million or (ii) the acquirer's worldwide turnover exceeded TRY3billion. The purpose was to prevent "killer acquisitions" of low‑turnover but high‑potential tech firms and to align Turkish practice with international trends.

The 2026 amendments retain the special treatment for technology undertakings but signal a potentially significant reduction in its scope in two important respects. First, whereas the 2022 regime imposed no individual turnover threshold on technology undertakings, the new rules require that the target technology undertaking meet a TRY 250 million Turkish turnover threshold. This change means that acquisitions of technology undertakings that have not yet established a meaningful commercial presence in the Turkish market will fall outside the notification requirement.

Second, the exception is now limited to undertakings "established in Türkiye." This represents a marked departure from the previous Communiqué, which expressly captured technology undertakings that provided services to users in Türkiye, conducted research and development activities in Türkiye, or operated in the Turkish geographic market. That broader formulation was also interpreted expansively by the TCA in practice. Yet, the new "established in Türkiye" criterion seems to signal a deliberate narrowing of the exception's reach. The Communiqué does not define "established in Türkiye," leaving room for interpretation. There is a significant likelihood for the term to be interpreted as requiring a physical presence, such as a registered entity, branch or place of business in Türkiye. However, considering digital business models and cross-border service provision, it remains to be seen whether the concept will be interpreted more broadly to encompass undertakings that systematically engage in economic activities directed at the Turkish market without maintaining a physical establishment. Ultimately, the precise boundaries of this concept will be determined over time through practice, guidelines and Board decisions.

As a result of the dual narrowing, the introduction of a minimum turnover requirement and the establishment criterion, the technology undertakings exception seems to have a significantly reduced field of application, ensuring that transactions involving technology undertakings that have not yet achieved a certain commercial footprint in Türkiye fall outside the scope of the notification requirement.

3. Clarified definition of "transaction party"

Ambiguity about who qualifies as a "transaction party" sometimes complicated filings under the previous Communiqué. The term has now been clarified. In mergers, "transaction party" refers to the economic units to which the merging undertakings belong; in acquisitions it encompasses the economic units controlling the acquirer(s) and, for the target, the undertaking being transferred together with the economic units it controls. This framing emphasises that filings must consider the entire group or corporate family rather than the specific legal entity directly executing the transaction. It also clarified that the seller and the economic entity it belongs to are not considered a transaction party. Although the amendment does not radically change the underlying concept, it codifies the Board's practice and should make the assessment of who constitutes a party more predictable.

4. Assessment of coordination risk in joint ventures

The Communiqué now expressly addresses coordination risks in the formation of full‑ function joint ventures. Under Article13(3) of the 2010 Communiqué, the Board already had authority to review joint ventures that might restrict competition; the new paragraph codifies the criteria used in practice. The Board will consider whether parent undertakings have significant activities in the same market as the joint venture or in upstream, downstream or adjacent markets and whether the joint venture might eliminate competition between the parents.

In line with this approach, the relevant question in the Notification Form has also been elaborated. While the previous framework required only a general explanation regarding the markets concerned, the new regulation makes it mandatory to provide more detailed information for each market. In this context, the parties are now required to submit separately (i) the turnover of each parent undertaking for the preceding financial year, (ii) the economic significance of the joint venture's activities, and (iii) the market share of each parent undertaking. It thus appears that the aim is to ensure that the assessment of coordination risk is conducted on a more data-driven and systematic basis.

By explicitly referencing these factors, the amendments provide a clearer normative basis for assessing coordination risks.

5. Simplification of the notification form and related procedural changes

The annexed Notification Form has been extensively revised. Key changes include:

• Reduced information requirements for low‑market‑ share transactions: Where the combined market share of the parties in a horizontal relationship is below 15%, or the individual market share in a vertical relationship is below 20%, many of the detailed questions on market structure and dynamics need not be completed. Parties will only need to provide high‑level information such as market definitions, sizes and key competitors. This is expected to significantly reduce the notification burden for small transactions.
• Facilitation for venture capital funds and private equity investors: For venture capital investment companies, private equity firms and angel investors, information requirements are limited to Türkiye‑ related data. Where the worldwide turnover threshold is exceeded, these investors may provide turnover figures only for Türkiye, avoiding the need to supply global financial and organisational charts.
• Removal of certain global market data: Previous versions of the form required detailed sales volumes and market shares for affected markets worldwide over the past three years. The new form eliminates these questions, focusing instead on Turkish markets.
• Enhanced questions on coordination risk: As noted above, questions relating to coordination risk in joint ventures now require detailed information on each relevant market, including turnover figures of each parent undertaking and market shares. This change aims to ensure that the assessment of coordination risks is data‑driven and transparent.
• Structural and terminological improvements: The form has been reorganised to distinguish more clearly between mergers and acquisitions; questions on pre‑ and post‑transaction shareholding structures have been separated; and terminological consistency has been improved. Footnotes clarifying the concepts of affected markets and technology undertakings have been added, and links (e.g., to NACE codes) updated.

6. Transitional provisions for ongoing filings

A new clause provides that transactions under review as of 11February2026 will be assessed under the new thresholds and conditions. If, under the revised rules, a transaction falls below the new thresholds or no longer meets other notification requirements, the review will be terminated by a Board decision. In practice, this means that parties whose filings were still pending on the effective date should reassess whether their transactions remain notifiable; if not, they may expect the Board to dismiss the notification.

7. Implications and Commentary

The 2026 reforms can be seen as an attempt to recalibrate Turkish merger control to current economic conditions and to align the regime with the reality of modern business. Raising the turnover thresholds responds to currency depreciation and reduces the regulatory burden on smaller deals. At the same time, by retaining and refining the technology undertakings exception, the TCA signals its continued vigilance against "killer acquisitions" that could suppress emerging innovators. The narrower scope of the exception (limited to technology undertakings established in Türkiye) may exclude low-value or some foreign‑to‑foreign transactions, but uncertainty remains about how "established" will be interpreted. Companies operating digital platforms or providing services to Turkish users should still consider whether a filing is required.

The clarification of who constitutes a transaction party should simplify group‑level turnover calculations. Practitioners should note, however, that the Board expects turnover figures for the entire economic group rather than the specific legal entity involved. The codification of coordination risk assessment for joint ventures reflects a more solid and normative legal ground for assessments. Parties forming joint ventures, especially in concentrated or vertically linked markets, should prepare robust submissions addressing potential coordination concerns.

Finally, the streamlined notification form promises to reduce administrative burdens for transactions with minimal competitive overlap and for investment funds whose operations are largely outside Türkiye. However, the more detailed questions for joint ventures and the exemption in the technology sector mean that complex deals will still face thorough scrutiny. Overall, the reforms represent a more balanced approach: reduced unnecessary filings while ensuring oversight of transactions that could harm competition or innovation.

Footnotes

1 2025-yili-bd-gorunum-raporu-20260108095044932.pdf

2 Calculated based on the CBRT's 2025 annual average buying exchange rates of EUR 1 = TRY 44.71 and USD 1 = TRY 39.48.

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