Türkiye Updates Merger Control Rules to Reflect Economic Reality

The Turkish Competition Authority has introduced far‑reaching amendments to Communiqué No. 2010/4, significantly increasing merger control thresholds, refining the technology undertaking exception, and enhancing legal certainty for acquisitions and joint ventures.

The Turkish Competition Authority (the “TCA”) has adopted comprehensive amendments to the Communiqué on Mergers and Acquisitions Requiring the Approval of the Competition Board (the “Communiqué”), published in the Official Gazette on 11 February 2026. The amendments recalibrate turnover thresholds in line with macroeconomic developments, narrow the scope of the special notification regime for technology undertakings, clarify the definition of transaction parties, and simplify notification requirements. The revised Communiqué also introduces binding rules on coordination assessment in joint ventures and a transitional mechanism for ongoing cases.

Key Amendments

Significant Increase in Turnover Thresholds

The most notable change is the substantial increase in the turnover thresholds triggering mandatory merger notification. Under the amended regime, a transaction must be notified where the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion and at least two parties each exceed TRY 1 billion in Turkish turnover, or where, in acquisitions, the Turkish turnover of the transferred undertaking or activity, and in mergers the Turkish turnover of at least one party, exceeds TRY 1 billion, while the global turnover of at least one other party exceeds TRY 9 billion.

These thresholds represent an almost fourfold increase compared to those introduced in 2022. The reform significantly narrows the scope of notifiable transactions and signals a clear policy shift towards focusing enforcement on transactions more likely to raise substantive competition concerns.

The table below highlights the changes in thresholds introduced by the amendment.

Taken together, these changes signal a clear policy shift aimed at reducing the notification burden while concentrating enforcement resources on transactions of greater competitive significance.

Refined technology undertaking exception

The special notification regime for technology undertakings has been restructured and now applies only to technology undertakings established in Türkiye. In such cases, the standard individual Turkish turnover threshold of TRY 1 billion does not apply, and a reduced threshold of TRY 250 million remains in force. The definition of technology undertaking has been streamlined to cover activities such as digital platforms, software and gaming software, fintech, biotechnology, pharmacology, agrochemicals, and health technologies. By removing criteria such as merely serving users in Türkiye or conducting R&D activities in Türkiye, the amended regime significantly limits the reach of the increased threshold, while maintaining enhanced scrutiny over acquisitions involving domestic technology companies.

Clarification of transaction parties

The amended Communiqué provides greater clarity regarding the concept of “transaction parties.” In mergers, the merging undertakings are the transaction parties, while in acquisitions the transaction party is the economic unit to which the acquiring undertaking belongs. The transferred undertaking is expressly defined to include all entities under its control. This clarification eliminates previous uncertainties, particularly in acquisition scenarios, and facilitates more predictable turnover calculations.

Binding coordination assessment for joint ventures

For the first time, the Communiqué codifies a binding framework for coordination assessment in joint ventures. The Competition Board will assess whether parent undertakings are active in the same, upstream, downstream, or neighbouring markets, and whether the joint venture may facilitate coordination that could eliminate or significantly restrict competition. This replaces reliance on soft‑law guidance with a clearer and more enforceable legal standard.

Other Amendments

The Notification Form has been simplified, with certain information requirements removed for transactions involving low market shares. A more streamlined filing process has also been introduced for Private Equity (“PE”) and Venture Capital (“VC”) structures. These changes are expected to reduce the administrative burden on notifying parties and expedite the Board’s review process.

In addition, a transitional rule provides that merger notifications pending at the time of entry into force of the amendments will be terminated by a Board decision if they no longer meet the revised turnover thresholds or other jurisdictional conditions. This prevents the unnecessary continuation of proceedings where notification is no longer required.

Procedural simplifications and transitional rule

The substantial increase in turnover thresholds will significantly reduce the number of transactions subject to notification, particularly among small and medium‑scale deals. At the same time, the continuation of a reduced‑threshold regime for technology undertakings established in Türkiye underscores the Board’s intention to maintain close scrutiny over acquisitions involving domestic technology companies. The codification of coordination assessment in joint ventures enhances predictability, particularly where parent undertakings operate in related markets. The simplification of the Notification Form is also expected to accelerate reviews, especially in low‑market‑share transactions and PE‑ or VC‑driven deals.

Companies should reassess planned and ongoing transactions in light of the revised thresholds, the “establishment in Türkiye” criterion for technology undertakings, and the newly codified coordination assessment framework for joint ventures. For technology‑focused investments, particular attention should be paid to the establishment status and activities of the target. The clarification of the transaction‑party concept may also require turnover recalculations under the amended definitions. Ongoing filings should be reviewed to determine whether they fall below the new thresholds, in which case the transitional rule may allow proceedings to be discontinued, resulting in time and cost savings.

Comment

The 2026 amendments mark a decisive modernisation of Türkiye’s merger control framework. While higher thresholds substantially reduce the notification burden and accelerate deal timelines for many transactions, the narrowed technology undertaking exception and the new joint venture coordination rules demonstrate the TCA’s continued focus on transactions with potential competitive significance. Overall, the revised regime enhances legal certainty, procedural efficiency, and alignment with current economic conditions.

For further information on the Communiqué and merger notification requirements in Türkiye, please contact your CMS partner or local CMS experts: Dr. Döne Yalçın, Arcan Kemahlı and Mustafa Kaan Sığırcı.