Türkiye Updates Its Merger Control Regime

Significant Amendments to Turkish Merger Control Regime

The Communiqué Amending Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Turkish Competition Board ("Communiqué No. 2010/4") was published in the Official Gazette dated 11 February 2026 (No. 33165) and entered into force with immediate effect.

With this amendment, the Turkish Competition Authority ("TCA") has completed a comprehensive legislative update of the Turkish merger control framework. The changes introduce material revisions to: (i) the turnover thresholds; (ii) the technology undertaking exception; (iii) the definition of "transaction party"; (iv) the assessment of joint ventures; and (v) the Notification Form.

Below is a summary of the key amendments.

Turnover Thresholds Increased

The notification thresholds have been substantially increased to reflect macroeconomic developments.

A transaction is notifiable if either of the following alternative thresholds is satisfied:

Threshold 1

• The aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion (approx. EUR 67 million / USD 75.9 million¹), and
• The Turkish turnover of at least two parties each exceeds TRY 1 billion (approx. EUR 22.3 million / USD 25.3 million);

OR

Threshold 2

• The Turkish turnover of the transferred business/assets (or of at least one party in mergers) exceeds
  TRY 1 billion (approx. EUR 22.3 million / USD 25.3 million), and
• The worldwide turnover of at least one other party exceeds TRY 9 billion (approx. EUR 201.2 million / USD 227.9 million).

For comparison, please refer to the table below, which summarises the threshold amendments:

Technology Undertakings – Narrowing of the Exemption

There are two major changes to the so-called Technology Undertaking Exemption:

New Tech Threshold:

Under the previous regime, there were no local thresholds for technology undertakings.

A reduced local threshold has now been introduced. Technology undertakings will be subject to a reduced TRY 250 million local threshold instead of the original TRY 1 billion threshold.

Local Nexus:

Under the previous regime, there were no local nexus requirements. It was sufficient for a target to be regarded as a technology undertaking provided that it operated in the Turkish geographic market, carried out R&D activities in Türkiye, or provided services to users in Türkiye in one of the exempted technology sectors (i.e., digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals, and health technologies).

Under the amended regime, it is no longer sufficient for the target technology undertaking merely to have such activities; it must also have an establishment in Türkiye and have generated TRY 250 million turnover in Türkiye.

Clarification of the Definition of "Transaction Party"

The definition of "transaction party" has been revised and clarified, particularly with respect to the transferred undertaking in acquisition transactions. This amendment aims to eliminate ambiguities on the seller side, which often created additional workload due to differing interpretations of the transaction parties within the Turkish Competition Authority.

Joint Ventures and Framework for Coordination Assessment

A new provision expressly sets out the framework for assessing coordination risks between parent companies in full-function joint ventures.

The Turkish Competition Board will evaluate whether the establishment of the joint venture may give rise to coordination between parent undertakings, particularly where they remain active in the same market, or in vertically related or closely connected markets.

Simplification of the Notification Form

Beyond the revision of turnover thresholds, the Communiqué introduces material practical changes to the Notification Form, significantly reducing the scope of information required to be submitted in non-problematic transactions.

(i) Reduced Market Information Requirements: Under the former regime, the Notification Form required extensive market structure and competitor information for all affected markets, regardless of the parties' market shares. This often resulted in a disproportionate information burden, particularly in transactions with no competition concerns. Under the amended framework:

• For horizontally affected markets, where the parties' combined market share does not exceed 15%; and
• For vertically affected markets, where the market share does not exceed 20%,

the parties are now required to submit significantly more limited market data, rather than the detailed market and competitor information previously required regarding the affected markets.

(ii) Facilitations for Investment Funds and Similar Structures: A particularly notable practical change concerns acquisitions involving investment funds and similar financial investors, such as venture capital investment companies, venture capital investment funds, private equity or risk capital entities, and individual angel investors. Under the previous regime, detailed global turnover and group structure information was routinely requested from financial investors, even where such information had limited relevance to the competitive assessment in Türkiye. Under the revised Notification Form, it will be sufficient for the notifying parties to submit Turkish turnover figures and information regarding activities in Türkiye under the relevant sections.

Pending Transactions

A newly introduced provision clarifies that, for transactions currently under review that no longer meet the revised thresholds or other notification requirements, the Turkish Competition Board shall terminate the ongoing review process by formal decision.

The amendments are effective immediately as of 11 February 2026 and therefore, if current thresholds are not exceeded, the transactions will not be subject to Turkish Competition Board's approval.

Footnote

1. EUR and USD equivalents have been calculated based on the 2025 average exchange rates published by the Central Bank of the Republic of Türkiye, using the rates of EUR 1 = TRY 44.661 and USD 1 = TRY 39.442.

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