Turkey Merger Control 2026: Practical M&A & PE Compliance Guide, Communiqué No. 2026/2 Checklist

The rules governing merger control in Turkey shifted materially on 11 February 2026, when Communiqué No. 2026/2 entered into force and reset the turnover thresholds that determine whether a transaction must be notified to the Turkish Competition Authority (TCA, Rekabet Kurumu). For in-house counsel, M&A deal teams and private equity funds active in Türkiye, the practical effect is twofold: many smaller deals will fall outside mandatory notification for the first time, while a new category of technology-undertaking transactions may be caught even where traditional revenue tests are not met. This guide delivers the step-by-step compliance checklist, worked threshold calculations, PE-specific guidance and filing-process detail that deal teams need to navigate the 2026 regime with confidence.

At a Glance: Quick Merger Control Turkey Compliance Decision

TL;DR, If any party to your transaction generates Turkish turnover that meets the revised thresholds below, or if the target qualifies as a technology undertaking under the new rules, you almost certainly need to notify the TCA before closing. Use the ten-point checklist to make the initial call, then read the detailed sections that follow for threshold calculations, PE traps and filing mechanics.

1. Identify the transaction type. Is this a merger, acquisition of sole or joint control, full-function joint venture, or asset transfer?
2. Map the parties’ Turkish turnover. Gather the most recent audited annual Turkish revenue figures for all undertakings concerned.
3. Apply the revised thresholds. Compare the figures against the Communiqué No. 2026/2 thresholds (see the thresholds table below).
4. Check for technology-undertaking status. Does the target operate in technology, digital platforms, or data-intensive markets? Special rules may apply even if turnover thresholds are not met.
5. Assess aggregation risk. Have the same parties completed other transactions within the preceding three years that should be aggregated?
6. Confirm whether a foreign-to-foreign exemption applies. Even if both buyer and seller are outside Türkiye, Turkish-nexus turnover can still trigger notification.
7. Determine the notification form. Decide whether the simplified or standard notification form is appropriate.
8. Prepare the documentary annex. Assemble financials, market-share data, transaction agreements and ancillary documents (see the merger filing checklist section).
9. Build the timeline. Factor in the TCA’s statutory review phases and any pre-notification contact.
10. Do not close before clearance. Gun-jumping carries significant fines and potential unwinding, build a suspensory condition into the SPA.

What Changed: Communiqué No. 2026/2 Summary

TL;DR, Communiqué No. 2026/2 raised the turnover thresholds that trigger mandatory merger notification in Turkey, introduced dedicated rules for technology undertakings and updated the simplified-notification framework.

Key Amendments

The amending Communiqué, published in the Official Gazette and effective 11 February 2026, made three principal changes to the existing Communiqué No. 2010/4 on Mergers and Acquisitions Calling for the Authorisation of the Competition Board:

• Higher turnover thresholds. Both the aggregate (combined-parties) and individual-party Turkish turnover thresholds were increased, reflecting inflation adjustments and the TCA’s stated objective of focusing enforcement resources on transactions with a genuine competitive impact on the Turkish market.
• Technology-undertaking rules. A new set of provisions targets acquisitions of technology undertakings, companies whose primary business involves digital platforms, software, data processing, or online marketplace services. Where the target qualifies as a technology undertaking, notification may be required even if that target’s Turkish turnover falls below the standard individual threshold, provided certain alternative conditions are met.
• Simplified notification updates. The Communiqué refines the categories of transactions eligible for the simplified notification form, broadening its availability for certain straightforward deals (for example, where no horizontal overlap or vertical relationship exists above specified market-share levels).

Effective Date and Transition Rules

Communiqué No. 2026/2 applies to all transactions for which notification has not yet been filed as of 11 February 2026. Transactions already pending before the TCA on that date continue to be assessed under the previous thresholds. Industry observers expect the higher thresholds to reduce the overall volume of notified deals by a meaningful margin, while the technology-undertaking provisions will pull certain previously non-notifiable acquisitions back into scope, a deliberate asymmetry designed to sharpen the TCA’s focus on digital-market concentration.

Notifiable Transactions and Control Tests Under Merger Control Turkey Rules

TL;DR, Mandatory merger notification in Turkey applies whenever a transaction results in a change of control and the relevant turnover thresholds are met. The concept of “control” is interpreted broadly.

Change-of-Control Scenarios

Article 7 of Turkish Competition Law No. 4054 and the implementing Communiqué define control as the ability to exercise decisive influence over an undertaking’s strategic commercial decisions. Control may be acquired on a sole or joint basis and may arise through:

• Purchase of shares or voting rights conferring a majority or decisive minority;
• Asset purchases that transfer a going-concern business;
• Contractual arrangements (management contracts, long-term supply agreements) that confer de facto control;
• Any other mechanism producing an equivalent economic outcome.

The table below maps the most common transaction types to their notification triggers and illustrative deal scenarios, which is especially useful when structuring private equity investments in Turkey.

Foreign-to-Foreign Deals and Effect on Turkish Markets

A transaction between two companies incorporated and headquartered outside Türkiye remains notifiable if the Turkish turnover thresholds are exceeded. The TCA applies an effects-based test: any deal that produces competitive effects within Türkiye, typically demonstrated by the parties’ Turkish revenue streams, falls within scope. Deal teams structuring cross-border acquisitions should therefore always map the target’s (and, where relevant, the acquirer’s) Turkish revenue at the due-diligence stage, regardless of where the parties are domiciled.

Turkey Merger Thresholds: How to Calculate Turkish Turnover

TL;DR, The post-2026 thresholds are denominated in Turkish lira (TRY) and measured by reference to the parties’ most recent audited annual financial statements. Both an aggregate and an individual-party test must be applied.

Thresholds Table (Post–Communiqué No. 2026/2)

Note: Turnover is calculated on a net basis (deducting VAT, excise duties and similar levies) from the most recent complete financial year. For groups, the relevant turnover is the consolidated group turnover in Türkiye, not only that of the direct transacting entity.

What Counts as Turkish Turnover

Turkish turnover encompasses revenue generated from the sale of goods and services to customers located in Türkiye, regardless of where the selling entity is incorporated. For companies with no direct Turkish subsidiary but with significant export sales into Türkiye, those export revenues form part of the calculation. Intra-group revenues are eliminated. Where a party’s financial statements are prepared in a currency other than TRY, conversion is typically made at the Central Bank of the Republic of Türkiye (CBRT) average exchange rate for the relevant financial year.

Worked Examples

The following four scenarios illustrate how to apply the merger control Turkey thresholds in practice. In each case the analysis follows the same three-step logic: (1) identify the undertakings concerned, (2) calculate each one’s Turkish turnover, and (3) test both the aggregate and individual thresholds.

Example A, Share purchase of a Turkish target. A UK-based industrial group acquires 100% of the shares of a Turkish manufacturer. The buyer’s group has annual Turkish turnover from exports into Türkiye. The target’s standalone Turkish turnover is taken from its audited financials. Both figures are tested against the individual threshold; their sum is tested against the aggregate threshold.

Example B, Asset transfer. A French company buys the Turkish production line and customer contracts of a German group’s Turkish subsidiary. Here, the “transferred business” turnover, not the seller group’s total Turkish turnover, is the relevant figure for the target-side threshold. The acquirer’s own Turkish turnover is assessed separately.

Example C, Foreign-to-foreign transaction with Turkish nexus. A US fund acquires a Dutch holding company whose only operating subsidiary is in Türkiye. Despite neither party being a Turkish entity, the Dutch holdco’s Turkish subsidiary turnover feeds into the threshold calculation. The US fund’s own Turkish revenue (if any, through portfolio companies) is also included.

Example D, PE add-on aggregation. A PE fund that already owns a Turkish healthcare platform acquires a second, smaller Turkish clinic chain. Both the fund’s existing portfolio company’s Turkish turnover and the new target’s Turkish turnover are counted. If the fund has completed other acquisitions in the same market within the last three years, the aggregation rule may apply, combining the turnovers of all recently acquired businesses for threshold purposes.

Aggregation Rules: The Three-Year Window

Communiqué No. 2010/4 (as amended) provides that two or more transactions between the same parties, or involving assets in the same relevant market, completed within a three-year period may be treated as a single concentration for threshold purposes. For private equity funds executing a buy-and-build strategy in Türkiye, this aggregation rule is a critical planning variable: individually sub-threshold bolt-on acquisitions can, when combined, exceed the notification thresholds. The practical safeguard is to maintain a rolling three-year tracker of all Turkish-market acquisitions within the fund’s portfolio.

Private Equity and Transactional Traps: The PE Playbook for Merger Control Turkey

TL;DR, PE sponsors face unique risks under the Turkish merger notification regime, from portfolio-level threshold aggregation to de facto control arguments and staged-acquisition structures that inadvertently trigger notification.

Private equity activity in Türkiye has grown steadily, and the 2026 threshold increases will remove some smaller transactions from the notification radar. However, several PE-specific traps remain:

• Portfolio effects. When the TCA assesses thresholds, it looks at the entire group, including other portfolio companies controlled by the same fund. A fund with multiple Turkish investments may find that its aggregate Turkish turnover easily exceeds the threshold, even if the new target is small.
• Minority stakes conferring de facto control. A shareholding below 50% can still constitute sole or joint control if combined with board appointment rights, veto powers over strategic decisions, or shareholder-agreement provisions that grant decisive influence. PE investment structures frequently include such rights, and the TCA will look through formal shareholding percentages to assess the economic reality.
• Staged acquisitions. A structure where a PE fund initially acquires a minority stake and subsequently exercises call options or ratchet mechanisms to increase to a controlling position may trigger notification at the point the second step is completed, even if no notification was required at the first stage.
• Serial bolt-ons and the three-year aggregation rule. As discussed above, a sequence of individually sub-threshold bolt-ons within the same sector can be aggregated. Sponsors should track all Turkish-market acquisitions across the fund’s portfolio and flag aggregation risk during investment-committee approval.

Structuring Tips to Minimise Clearance Risk

• Run a preliminary merger-control screen at the term-sheet stage, not after signing.
• Include a suspensory condition precedent for TCA clearance in every SPA where thresholds are, or may be, met.
• Where an acquisition involves a technology undertaking, assume notification will be required and plan accordingly, the burden of proving the exemption typically falls on the parties.
• For buy-and-build strategies, maintain a rolling three-year tracker and brief competition counsel before each add-on.
• Consider pre-notification discussions with the TCA case team, especially for complex or novel transactions, to reduce review time and signalling risk.

Filing Process, Timeline and Merger Remedies Turkey

TL;DR, The TCA operates a mandatory, suspensory merger notification system. Parties may not close until clearance is granted. The review process has two main phases, and conditional clearance with remedies is available.

Step-by-Step Filing Process

1. Pre-notification (optional but recommended). Parties may contact the relevant TCA case team informally to discuss scope, market definition and potential concerns before submitting a formal notification. Early engagement is strongly recommended for complex deals, foreign-to-foreign transactions, and any deal likely to raise substantive competition concerns.
2. Formal notification submission. The notification is filed using the applicable form (standard or simplified) together with the required documentary annex. Filing can be made by any of the undertakings concerned or by an authorised legal representative.
3. Phase I review. The TCA conducts an initial assessment within the statutory Phase I deadline. If no serious competition concerns are identified, clearance is granted at this stage. The majority of notified transactions are cleared in Phase I.
4. Phase II review (if required). Where the TCA identifies potential serious competitive harm, it opens an in-depth Phase II investigation, which involves more detailed market analysis, third-party consultations and, frequently, remedy discussions.
5. Decision. The Competition Board issues a reasoned decision: unconditional clearance, conditional clearance (with remedies), or prohibition.

Timeline Table: Statutory vs Typical Practical Durations

Simplified Notifications and Fast Tracks

Communiqué No. 2026/2 broadens the eligibility criteria for the simplified notification form, which requires less detailed market information and is typically processed more quickly. A simplified form may be used where, for example, the parties have no horizontal overlap with a combined market share above specified levels, and no vertical relationship above specified thresholds. Transactions qualifying for simplified treatment are generally cleared within Phase I. Industry observers expect the expanded simplified-form criteria to encourage more filings through the fast track and to reduce the administrative burden on both the TCA and notifying parties.

Remedies: Structural and Behavioural

Where the TCA identifies competition concerns but considers that these can be addressed short of prohibition, it may grant conditional clearance subject to remedies. Typical merger remedies in Turkey include:

• Structural remedies, divestment of overlapping business units, production facilities or brands to an approved purchaser.
• Behavioural remedies, commitments to maintain access to essential facilities, licence intellectual property to competitors, or refrain from certain commercial practices for a defined period.
• Hybrid packages, combinations of structural and behavioural commitments tailored to the specific competitive concern.

The TCA has shown a growing preference for structural remedies in markets with high concentration, while accepting behavioural commitments in cases involving vertical or conglomerate effects where divestment would be disproportionate.

Risks of Non-Notification and Gun-Jumping Under Merger Control Turkey

TL;DR, Failing to notify a notifiable transaction, or closing before TCA clearance, exposes the parties to substantial fines and the risk that the transaction may be unwound.

Fines and Behavioural Consequences

The Turkish Competition Law grants the TCA power to impose turnover-based fines on undertakings that fail to notify or that implement a concentration before obtaining clearance (gun-jumping). Beyond monetary penalties, the TCA may order the parties to reverse the transaction, restore the pre-merger competitive conditions, or divest acquired assets. Directors and managers who bear personal responsibility for the infringement may also face individual fines.

Recent Enforcement Signals

The TCA has signalled heightened enforcement attention in the digital-markets and platform-economy space. Early indications suggest that the technology-undertaking provisions in Communiqué No. 2026/2 were introduced partly in response to concerns about so-called “killer acquisitions”, deals in which a dominant platform acquires nascent competitors or complementary technology firms before those targets generate significant revenue. The practical lesson for deal teams is that revenue-based safe harbours cannot be relied upon in technology sectors. Even where Turkish turnover appears low, a technology target with significant Turkish user data, market presence, or growth trajectory may trigger notification under the new rules.

The likely practical effect will be that foreign acquirers targeting Turkish tech start-ups and digital-platform businesses must include TCA merger-control analysis as a standard workstream in their due-diligence process, rather than treating it as a downstream exercise triggered only by revenue screens.

Merger Filing Checklist and Documentary Annex

TL;DR, A complete TCA notification requires the applicable form, supporting documents, market-share evidence and a confidentiality schedule. Missing items delay the completeness clock and extend review timelines.

Merger Notification Checklist

• Notification form. Standard or simplified form, as applicable, completed in Turkish and signed by an authorised representative of the notifying party.
• Transaction documents. Executed copies of the SPA, share transfer agreement, JV agreement, or asset purchase agreement, together with any side letters, shareholder agreements and ancillary documents.
• Corporate structure charts. Organisational charts showing the pre- and post-transaction corporate structure of all undertakings concerned, including fund structures and intermediate holding companies for PE transactions.
• Annual reports and audited financials. Most recent audited annual financial statements for each undertaking concerned (consolidated), with a clear breakdown of Turkish turnover.
• Market-share data. Estimates of market shares for each relevant product and geographic market, with supporting methodology and data sources.
• Competitor and customer lists. Identification of principal competitors, customers and suppliers in the affected markets.
• Internal documents. Board minutes, investment-committee memoranda, strategy presentations and any internal analyses of competitive dynamics prepared in connection with the transaction.
• Power of attorney. If filed by external counsel, a notarised and apostilled power of attorney from each notifying party.
• Confidentiality schedule. A list of any information in the filing that the parties wish to be treated as confidential, with a non-confidential summary suitable for publication.

Common Mistakes and How to Avoid Them

• Incomplete turnover breakdowns. The TCA frequently returns filings for supplementary information where the Turkish turnover allocation is unclear. Prepare a detailed turnover-allocation note at the outset.
• Missing internal documents. Failing to include relevant board papers or strategy documents can trigger requests for further information and delay the completeness determination.
• Incorrect form selection. Using the simplified form when the transaction does not meet the eligibility criteria will result in the TCA requiring re-filing on the standard form, resetting the review clock.
• Late engagement with counsel. Competition counsel should be instructed at the term-sheet stage, not after signing, particularly for PE bolt-ons where aggregation risk needs early assessment.

Sector Spotlight: Digital Markets and Killer Acquisitions in Turkey

TL;DR, The TCA is increasingly focused on digital-market transactions, and the new technology-undertaking rules in Communiqué No. 2026/2 are designed to catch killer acquisitions that traditional turnover thresholds would miss.

When the TCA Will Scrutinise Technology Deals More Closely

Deal teams should treat the following as red flags that increase the likelihood of TCA scrutiny under the 2026 merger control Turkey rules:

• The target is a digital platform, online marketplace, or data-intensive service provider with a significant Turkish user base, even if its Turkish revenue is modest.
• The acquirer already holds a strong market position in a related or adjacent digital market in Türkiye.
• The transaction involves the acquisition of technology, intellectual property, or datasets that could foreclose competition or create barriers to entry in a Turkish market.
• The target has been identified by the TCA or by market participants as an emerging competitive constraint on an incumbent platform.

The introduction of technology-undertaking rules aligns the Turkish regime with broader global trends, similar provisions exist in the EU (under the Digital Markets Act enforcement approach) and in Germany (with its transaction-value threshold). Industry observers expect the TCA to use these provisions selectively but firmly, focusing on deals where the competitive narrative points to potential foreclosure or elimination of nascent competition.

Conclusion: Practical Next Steps

The 2026 changes to merger control in Turkey demand a recalibrated approach from every deal team operating in the Turkish market. Four immediate action points will reduce risk and accelerate clearance:

1. Update your screening filters. Recalibrate internal deal-screening tools and checklists to reflect the new Communiqué No. 2026/2 thresholds and the technology-undertaking override.
2. Integrate competition counsel early. Instruct Turkish competition counsel at the term-sheet stage, not after signing, especially for PE bolt-ons, digital-sector targets and foreign-to-foreign deals with a Turkish nexus.
3. Maintain a rolling aggregation tracker. For PE sponsors pursuing buy-and-build strategies, track all Turkish-market acquisitions across the fund’s portfolio on a rolling three-year basis to flag aggregation risk before each new add-on.
4. Build clearance timelines into deal execution plans. Factor TCA review phases into SPA long-stop dates and financing conditionality to avoid unnecessary commercial pressure and gun-jumping risk.

For specialist guidance on Turkish merger notifications, threshold calculations and sector-specific risk assessments, consult the Turkey lawyer directory or browse the full Global Law Experts lawyer directory for qualified competition-law practitioners.

Sources

1. Turkish Competition Authority (Rekabet Kurumu), Merger & Acquisition Communiqué Guidelines
2. Paksoy, Firm Alert on Communiqué No. 2026/2
3. Schoenherr, Amending Communiqué Analysis
4. Esin Attorney Partnership, Alert on Communiqué No. 2026/2
5. Chambers Practice Guides, Merger Control: Turkey
6. Legal 500, Türkiye Merger Control Guide
7. Gürkaynak (ELIG), Merger Control Turkey PDF