Antitrust Lawyers Turkey 2026, Merger Thresholds, Communiqué No.2026/2 & M&A Compliance

Last updated: 8 May 2026

Turkey’s merger control regime entered a new chapter when Communiqué No. 2026/2 took effect on 1 March 2026, materially raising the turnover thresholds that determine whether a transaction must be notified to the Turkish Competition Board (Rekabet Kurulu). For general counsel, M&A deal teams and private-equity sponsors active in the Turkish market, the amended rules demand an immediate re-calibration of deal screening, turnover calculations and closing mechanics. Antitrust lawyers Turkey-wide have already flagged the particular significance of the new “technology undertakings” provisions, which introduce a separate notification test for acquisitions of targets operating in digital markets, data-driven platforms and innovation-intensive sectors.

This guide, structured as a practitioner playbook, walks through each element of the 2026 changes: revised thresholds, calculation methodology with worked numeric examples, the technology-specific rules, the step-by-step Competition Board filing process, and a comprehensive M&A compliance checklist designed to keep your transaction on track.

Whether you are evaluating a cross-border acquisition with a Turkish target, structuring a joint venture in Turkey’s fast-growing technology ecosystem, or advising a conglomerate on group-level turnover reporting, the sections below provide the actionable detail needed to assess notification risk and design a compliant deal structure under merger control Turkey 2026 rules.

2026 Thresholds, Communiqué No.2026/2 Explained

Communiqué No.2026/2 significantly increases the turnover thresholds that trigger a mandatory merger notification Turkey filing. The amended thresholds, published in the Official Gazette (Resmi Gazete) on 11 February 2026 and effective from 1 March 2026, replace the figures set in the prior communiqué that had governed Turkish merger control since 2022. The Competition Board has stated that the revision reflects Turkey’s nominal GDP growth and high inflation environment, which had caused an increasing number of routine, competitively innocuous transactions to cross the old thresholds.

Old vs New Turnover Thresholds

The doubling of the TRY-denominated thresholds means that a number of mid-market transactions that would previously have required Competition Board filing will now fall below the notification trigger. Industry observers expect the practical effect to be a measurable reduction in the volume of Phase I filings, and a corresponding refocus of the Competition Board’s resources on larger, more competitively significant deals. Counsel should note that the thresholds are expressed exclusively in Turkish lira and are applied to net sales revenue figures derived from audited financial statements for the preceding financial year.

Which Parties and Transactions Are in Scope?

The notification obligation applies to mergers, full-function joint ventures, and acquisitions of sole or joint control, including share purchases, asset transfers and any transaction resulting in a change of control within the meaning of Article 7 of Law No. 4054. Notification is mandatory before closing: parties may not implement a transaction that meets the thresholds until the Competition Board has granted clearance or the statutory review period has elapsed. For a deeper look at the earlier threshold adjustments and their impact on deal flow, see our analysis of recent amendments in Turkish merger regulation, filing thresholds.

Which Transactions Require Notification? Tests and Exemptions

A transaction requires merger notification Turkey filing if it results in a lasting change of control and meets either of the two principal threshold tests, the domestic aggregate/individual test or the worldwide/domestic combination test, as set out in Communiqué No.2026/2. Both tests operate as alternative routes to notification: exceeding the figures in either test is sufficient.

• Test 1, Domestic aggregate. Combined Turkish turnover of all parties exceeds TRY 1.5 billion, and at least two of the parties individually have Turkish turnover exceeding TRY 500 million.
• Test 2, Worldwide / domestic combination. Any one party has worldwide turnover exceeding TRY 6 billion, and any other party has Turkish turnover exceeding TRY 500 million.
• Test 3, Technology undertakings (new). Where the target qualifies as a technology undertaking, the acquirer’s worldwide turnover exceeds TRY 6 billion, and the transaction involves a change of control, regardless of whether the target itself meets any domestic turnover test.

Certain transaction types are exempt from notification even if thresholds are met. These include intra-group restructurings where no change in ultimate control occurs, acquisitions of securities held temporarily by banks or financial institutions for resale within the statutory period, and transactions explicitly excluded by individual Competition Board decisions or block exemption communiqués.

Partial Acquisitions, Joint Ventures and Asset Deals

Acquisitions of minority stakes that do not confer joint or sole control are generally not notifiable. However, where minority rights include veto powers over strategic commercial decisions (budgets, business plans, senior appointments), the Competition Board may treat the acquisition as conferring joint control. Full-function joint ventures, those performing on a lasting basis all the functions of an autonomous economic entity, are treated as concentrations and are subject to the same threshold tests. Asset deals are notifiable where the assets constitute a business or branch of activity capable of generating turnover; a purchase of isolated assets (e.g. a single piece of equipment) typically falls outside scope.

Turnover Calculation, Stepwise Method and Worked Examples

Accurate turnover calculation is the single most important gating exercise for any deal team assessing merger control Turkey 2026 obligations. The Competition Board applies a well-defined methodology, but its practical application raises pitfalls that experienced antitrust lawyers Turkey-wide encounter frequently.

Step-by-Step Calculation Rules

1. Start with net sales revenue. Use the figure from the most recent audited annual financial statements (IFRS or Turkish GAAP), excluding VAT, other sales taxes and trade discounts.
2. Include the entire “group” turnover. Add the turnover of all entities in which the undertaking concerned directly or indirectly holds more than 50 % of the capital or voting rights, has the power to exercise more than half the voting rights, or can appoint the majority of the board. Also include the turnover of the undertaking’s own parent entities (upstream) up to the ultimate controlling entity.
3. Deduct intercompany revenue. Revenue generated between entities within the same group must be eliminated to avoid double-counting.
4. Allocate Turkish turnover geographically. Turnover is attributed to Turkey based on the location of the customer, not the location of the selling entity’s establishment.
5. Apply pro-rata adjustments for partial-year activities. Where an undertaking was acquired or divested part-way through the reference year, annualise or pro-rate the turnover accordingly.

Worked Example 1, Domestic Target Acquisition

Analysis: Combined Turkish turnover (TRY 800 million) is below the TRY 1.5 billion aggregate threshold, so Test 1 does not apply. However, Test 2 is triggered: the acquirer’s worldwide turnover (TRY 12 billion) exceeds TRY 6 billion and the target’s Turkish turnover (TRY 600 million) exceeds TRY 500 million. Notification is required.

Worked Example 2, International Acquirer, Small Turkish Presence

Analysis: Neither Test 1 (combined Turkish turnover well below TRY 1.5 billion) nor the turnover limb of Test 2 (target’s Turkish turnover of TRY 80 million is below TRY 500 million) is satisfied. Under the old thresholds, this deal would also have escaped notification. However, if the target qualifies as a “technology undertaking” under Communiqué No.2026/2, Test 3 applies: the acquirer’s worldwide turnover exceeds TRY 6 billion, and the technology-undertaking test applies irrespective of the target’s domestic turnover. Notification may be required, counsel must assess the technology-undertaking definition.

Worked Example 3, Conglomerate Group with Turkish Subsidiaries

Analysis: Test 1 is satisfied: combined Turkish turnover (TRY 4.55 billion) exceeds TRY 1.5 billion and both parties individually exceed TRY 500 million. Notification is required. Remember to deduct any intercompany revenues between the acquirer’s subsidiaries and the target if existing supply relationships are in place.

Common Pitfalls and Adjustments

• Intercompany elimination. Failure to strip intercompany revenues is the most common error, particularly in conglomerate filings where subsidiaries trade with one another.
• Pro-rata sales for recent acquisitions. If the acquirer completed a bolt-on acquisition mid-year, the acquired entity’s turnover must be annualised for the reference period.
• Currency conversion. Where group accounts are in a foreign currency, the Competition Board requires conversion at the average Central Bank exchange rate for the relevant financial year.
• Venture capital and PE portfolio attribution. For funds, only the turnover of portfolio companies over which the fund exercises control (sole or joint) is aggregated, co-investments without governance rights are excluded.

Special Rules for Technology Undertakings, What Counsel Must Know

The most significant innovation in Communiqué No.2026/2 is the introduction of a standalone notification test for acquisitions of “technology undertakings.” This provision mirrors an emerging international trend, inspired by the European Commission’s referral practice and the German transaction-value threshold, aimed at capturing so-called “killer acquisitions” of nascent competitors that generate little or no revenue but hold significant competitive potential. For more context on how regulators worldwide are approaching this challenge, see our overview of tech giants and global antitrust laws.

Under the technology undertakings rules, the Competition Board can require notification where the target operates in one or more of the following areas: digital platforms, software and SaaS, data analytics, artificial intelligence, semiconductor or chip technology, biotechnology, pharmacology, agriculture technology and defence technology. The Communiqué defines a “technology undertaking” as an entity that derives the majority of its value from technology-based intellectual property, data assets or innovation-stage products, even where its current revenue is minimal.

Structuring Around Data and Innovation Assets

Deal teams should expect the Competition Board to scrutinise acquisitions in which the purchase price significantly exceeds multiples implied by the target’s current turnover, a pattern characteristic of technology acquisitions. Early indications suggest the Board will look at the ratio of transaction value to annual turnover as an informal indicator that a technology-undertaking analysis is warranted. The likely practical effect of this test is that PE funds and strategic acquirers targeting Turkish technology start-ups will need to conduct an early-stage assessment of whether the target’s business model, IP portfolio or data holdings bring it within the definition, even if the target’s revenue is far below any traditional threshold.

Counsel advising on technology M&A should also be aware of market-definition challenges. Innovation markets, where the competitive concern is the elimination of future competitive overlap rather than current market share, sit uneasily within the Competition Board’s traditional framework. Industry observers expect the Board to issue supplementary guidance on technology-undertaking assessments over the course of 2026 and into 2027, drawing on OECD and European Commission practice.

Notification Process: Filing, Forms and Competition Board Practice

Once a transaction is determined to be notifiable, the Competition Board filing process follows a clearly defined procedural sequence. Understanding the timeline is essential for managing deal-closing certainty and structuring any condition-precedent mechanics.

Filing, Review Timelines, Accelerated and Simplified Procedures

The filing fee is modest by international standards and is published annually by the Competition Authority. Antitrust lawyers Turkey practitioners typically advise submitting a substantially complete draft notification and then engaging in the pre-notification process to resolve any information gaps before formal filing, this avoids the clock being stopped for incomplete submissions and accelerates Phase I clearance.

Sanctions and Remedies for Late or Non-Notification

Failure to notify a transaction that meets the thresholds, or completing a notifiable transaction before receiving clearance (known as “gun-jumping”), exposes the parties to administrative fines of up to 0.1 % of Turkish turnover generated in the financial year preceding the decision. While this percentage may appear low in isolation, for large groups with substantial Turkish operations the absolute figure can be significant. In addition, the Competition Board has the power to order the unwinding (demerger) of a completed transaction that was not notified and is found to significantly impede effective competition, a remedy that, although rarely exercised, represents a serious structural risk.

M&A Compliance Checklist and Practical Deal Structuring Tips

An effective M&A compliance checklist should be embedded at the earliest stage of deal evaluation. The checklist below is designed for general counsel and external advisers assessing merger notification Turkey obligations under the 2026 framework.

Pre-Signing Due Diligence Checklist

• Identify all parties to the transaction. Map the full group structure (upstream and downstream) for each party to determine whose turnover must be aggregated.
• Gather turnover data. Obtain audited net sales revenue figures (Turkish and worldwide) for the most recent financial year for each party and its group companies.
• Apply the threshold tests. Run both Test 1 (domestic aggregate/individual) and Test 2 (worldwide/domestic combination). For technology targets, apply Test 3.
• Assess “technology undertaking” status. Evaluate whether the target derives the majority of its value from IP, data assets or innovation-stage products.
• Identify horizontal overlaps and vertical relationships. These determine whether the simplified procedure is available and influence the scope of information the Board will request.
• Estimate the Competition Board timeline. Factor Phase I (30 days) or simplified (15–20 days) review into the deal timetable; budget for Phase II (up to 6 months) in the risk scenario.
• Draft a condition precedent clause. Ensure the SPA includes a condition precedent for Competition Board clearance, a long-stop date sufficient to cover a possible Phase II review, and a reverse break fee or cost-sharing mechanism if clearance is refused.
• Prepare interim measures protocol. Between signing and clearance, the parties must continue to operate independently, draft an information firewall and clean-team protocol to prevent gun-jumping.

Negotiation Clauses to Manage Filing Risk

Experienced antitrust lawyers Turkey-wide recommend including the following deal mechanics to manage Competition Board filing risk:

• Holdback or escrow provisions. A portion of the purchase price is held in escrow pending unconditional clearance, reducing buyer risk if remedies or divestiture commitments are required.
• Remedy co-operation obligations. Both parties agree to co-operate in good faith to offer commitments or remedies that the Board may require, with defined limits on the concessions each party must accept.
• Material adverse change carve-outs. The MAC definition should exclude deterioration in the target’s business caused solely by the pendency of the Competition Board review process.
• Ticking fee or interest mechanism. In longer reviews, the buyer pays a daily fee or interest accrues to compensate the seller for the delay.

Worked Examples and Sample Notification Scenarios

The following mini case studies illustrate how the Communiqué No.2026/2 thresholds apply to common transaction patterns.

• Scenario A, Mid-market domestic deal, no notification. A Turkish industrial holding (Turkish turnover: TRY 1.2 billion) acquires a Turkish packaging company (Turkish turnover: TRY 200 million). Combined Turkish turnover is TRY 1.4 billion, below the TRY 1.5 billion threshold. Neither party’s worldwide turnover exceeds TRY 6 billion. The target is not a technology undertaking. Outcome: no notification required. Under the pre-2026 thresholds, this transaction would have been notifiable (combined Turkish turnover exceeded the old TRY 750 million threshold).
• Scenario B, Cross-border PE acquisition of a Turkish technology start-up. A global PE fund (worldwide turnover of portfolio: TRY 25 billion) acquires a Turkish AI analytics firm with Turkish turnover of TRY 40 million. Traditional turnover thresholds are not met. However, the target qualifies as a technology undertaking, and the acquirer’s worldwide turnover exceeds TRY 6 billion. Outcome: notification required under the new technology-undertaking test.
• Scenario C, Joint venture between two large Turkish groups. Two Turkish conglomerates (Turkish turnover: TRY 5 billion and TRY 3 billion respectively) create a full-function JV in the logistics sector. Both parties individually exceed TRY 500 million and combined Turkish turnover far exceeds TRY 1.5 billion. Outcome: notification required. Given the horizontal overlap, the Board will likely conduct a substantive Phase I assessment. Counsel should prepare remedies proposals in advance.

Comparison Table and Timeline of Key Legislative Dates

Deal teams should diarise these dates and confirm with their antitrust lawyers Turkey counsel which threshold regime applies to their specific transaction based on signing date, closing date and any interim conditions.

Conclusion, Actionable Steps for Antitrust Lawyers Turkey Deal Teams

The 2026 amendments to Turkish merger control, anchored in Communiqué No.2026/2, represent the most consequential overhaul of notification thresholds in recent years. For practitioners, three action points stand out. First, re-run every live and pipeline deal against the new thresholds, transactions previously notifiable may now fall below the trigger, while technology acquisitions that were previously exempt may now require filing. Second, update standard SPA templates to reflect the new condition-precedent, holdback and remedy-cooperation language that the revised framework demands. Third, build the technology-undertaking assessment into early-stage due diligence for any acquisition in the digital, biotech or innovation-driven space.

For additional context on Turkish regulatory and business topics, explore the lawyer directory, Turkey or browse our guides on medical device regulatory practice in Turkey and Turkish residency and regulatory requirements.

Sources

1. Turkish Competition Authority (Rekabet Kurumu), Merger Control and Communiqué Pages
2. Chambers & Partners, Merger Control Practice Guide (Turkey)
3. Paksoy, 2026 Communiqué Commentary
4. ELIG Gürkaynak, Competition Practice
5. Moroglu Arseven, Insight on 2026 Amendments
6. BASEAK, Competition Practice and Sector Notes
7. OECD, Technology Markets and Innovation Competition Guidance
8. European Commission, DMA and Merger Control Guidance