Joint Ventures & Merger Control in Turkey 2026: When Will the TCA Require Notification?

Joint ventures and merger control in Turkey entered a new phase on 11 February 2026, when Communiqué No. 2026/2, amending the foundational Communiqué No. 2010/4, was published in the Official Gazette (issue 33165). The amendments recast the turnover thresholds that trigger mandatory notification to the Turkish Competition Authority (TCA), refined the criteria for identifying a “full-function” joint venture, and narrowed the technology-undertaking exception that had previously sheltered certain digital and R&D-focused transactions. The TCA subsequently updated its merger guidelines on 4 May 2026, giving deal teams the most detailed official interpretation of the new rules to date.

This guide walks in-house counsel, M&A advisors and private-equity teams through every step of the compliance assessment, from the legal tests and threshold calculations to worked examples, the notification procedure, and structuring strategies that can reduce filing risk.

Executive Summary: Quick Answer for Deal Teams

Under Article 7 of Law No. 4054 on the Protection of Competition, the formation of a joint venture constitutes a notifiable “concentration” whenever two conditions are satisfied simultaneously: (i) the JV will operate on a lasting basis as a full-function, autonomous economic entity under the joint control of its parents, and (ii) at least one set of the turnover thresholds prescribed in the amended Communiqué No. 2010/4 is met. Notification must be made to the TCA before closing, and the parties must observe the standstill obligation until clearance is obtained.

The following quick-reference table summarises the risk level for common JV structures after the 11 February 2026 changes:

Legal Framework: Law 4054, Communiqué No. 2010/4 and the 2026 Amendments

Turkish merger control for joint ventures rests on three layers of authority. Understanding each is essential before assessing any planned JV transaction.

Statutory foundation, Article 7 of Law No. 4054

Article 7 of Law No. 4054 on the Protection of Competition prohibits mergers and acquisitions, including the creation of joint ventures, that would significantly lessen competition in a relevant product or geographic market. Transactions that qualify as a “concentration” and meet the applicable turnover thresholds must be notified to the TCA and cannot be implemented until clearance is granted.

Communiqué No. 2010/4 and the 11 February 2026 amendment

The procedural and substantive detail sits in Communiqué No. 2010/4 on Mergers and Acquisitions Subject to the Approval of the Competition Board. This communiqué defines “concentration”, sets out the full-function JV test, and prescribes the turnover thresholds. On 11 February 2026, the amending Communiqué No. 2026/2 was published in the Official Gazette (issue 33165), introducing several material changes relevant to joint ventures and merger control in Turkey.

The key legislative dates are set out below:

TCA merger guidelines, May 2026 update

The TCA’s two principal guideline documents, the Guidelines on Cases Considered as Mergers and Acquisitions and the Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints, were both updated on 4 May 2026 to reflect the amended Communiqué. These guidelines, while not binding legislation, represent the TCA’s stated enforcement approach and carry significant practical weight. Deal teams should treat them as the authoritative interpretive lens for any filing analysis.

The TCA Joint Venture Test Explained: Full-Function and Joint Control

Under Turkish merger control, a joint venture constitutes a notifiable concentration only if it qualifies as a full-function entity operating under joint control on a lasting basis. If either element is absent, the JV is not a concentration within the meaning of the Communiqué, and no notification obligation arises, regardless of the turnover figures involved.

Indicators of full-function status

The TCA’s updated May 2026 guidelines set out a multi-factor assessment. The JV must perform the functions normally carried out by an independent undertaking operating on the same market. In practice, the TCA looks at the following operational indicators:

• Dedicated management and staff. The JV has its own senior management team and sufficient personnel to conduct day-to-day operations independently of the parent undertakings.
• Own assets and infrastructure. The JV holds or has access to the assets, including facilities, technology and intellectual property, necessary to operate on the relevant market.
• Separate brand and market presence. The JV markets goods or services under its own name, or at minimum has a distinct commercial identity recognisable by customers.
• Independent revenue streams. The JV generates revenue from third-party customers, not primarily from sales back to its parent undertakings.
• Own budget and financial autonomy. The JV prepares its own profit-and-loss accounts and has a separately approved annual budget.
• Intended duration. The JV is established on a lasting basis, typically without a fixed wind-down date, rather than for a single project or a defined short period.

A JV that sells the vast majority of its output to one or both parents, or that merely performs an auxiliary function (such as pure R&D without the ability to exploit results commercially, or distribution of a single parent’s products), will generally fail the full-function test.

When joint control exists

Joint control arises where two or more undertakings have the ability to exercise decisive influence over the strategic commercial behaviour of the JV. The TCA examines both legal and economic indicators:

• Legal indicators. Veto rights over strategic decisions (budget, business plan, senior appointments); equal board representation; supermajority or unanimity requirements for key decisions in the shareholders’ agreement or articles of association.
• Economic indicators. Financial dependency on one parent (e.g., guaranteed purchase obligations that effectively make the JV a captive supplier); casting-vote mechanisms; the practical ability of a minority shareholder to block decisions due to typical voting patterns.

Where only one parent holds decisive influence, the transaction may still be notifiable, but as a sole-control acquisition rather than a JV concentration. Deal teams should therefore map the governance structure carefully before concluding that the TCA joint venture test does not apply.

When a Joint Venture Is a Notifiable Concentration: Practical Decision Tree

Under the amended Communiqué, a JV is a notifiable concentration when all of the following conditions are satisfied. If any one condition fails, notification is not required.

Step 1, Joint control. Do two or more independent undertakings share decisive influence over the JV’s strategic commercial decisions? If no → no notification. If yes → proceed to Step 2.

Step 2, Full-function entity. Does the JV perform, on a lasting basis, all the functions of an autonomous economic entity (see indicators above)? If no → no notification. If yes → proceed to Step 3.

Step 3, Turnover thresholds. Do the parties meet at least one of the alternative turnover tests set out in the amended Communiqué? If no → no notification. If yes → notification is mandatory before closing.

Sample scenarios

Scenario A, Red: notification required. Two multinational manufacturers with combined Turkish turnover well above the aggregate threshold form a 50/50 JV in Istanbul to produce automotive components. The JV will have its own factory, management, and third-party customers. All three steps are met; the parties must notify the TCA and observe the standstill obligation.

Scenario B, Amber: analysis needed. A Turkish pharmaceutical company and a foreign biotech firm create a JV to develop and commercialise a new drug for the Turkish market. The foreign parent has no existing Turkish turnover, but the Turkish parent’s turnover exceeds the individual-party threshold. The JV is designed as full-function, but the foreign parent’s contribution is primarily IP licensing. The deal team must assess whether the foreign parent’s global turnover, together with the Turkish parent’s local turnover, triggers the aggregate threshold, and whether the JV genuinely qualifies as full-function or is more accurately characterised as a licensing arrangement. A pre-notification meeting with the TCA is advisable.

Scenario C, Green: not notifiable. Two foreign software companies create a JV in the Netherlands to jointly develop a cloud platform. Neither parent has material Turkish turnover, the JV will not target Turkish customers specifically, and the combined Turkish-origin revenue of both groups falls below the thresholds. No notification is required, though the parties should document this conclusion in a compliance file in case the TCA later queries the transaction.

Merger Notification Thresholds in Turkey After the 2026 Amendments: Worked Examples

The turnover thresholds are the quantitative gatekeeper for Turkish merger control. Under the amended Communiqué No. 2010/4 (as modified by Communiqué No. 2026/2, published in the Official Gazette on 11 February 2026), the notification obligation is triggered when either of two alternative tests is satisfied. The TCA’s May 2026 guidelines on turnover calculation provide the detailed methodology.

The following comparison table summarises the principal changes:

Worked example 1, domestic JV above thresholds

Parent A (Turkish conglomerate): Turkish turnover = TRY 2.1 billion. Parent B (Turkish industrial group): Turkish turnover = TRY 800 million. Aggregate test: TRY 2.1 billion + TRY 800 million = TRY 2.9 billion. This exceeds TRY 1.5 billion. Individual test: Parent A = TRY 2.1 billion (exceeds TRY 500 million); Parent B = TRY 800 million (exceeds TRY 500 million). Both individual thresholds are met. Result: notification is mandatory, provided the JV is full-function.

Worked example 2, foreign investor, threshold borderline

Parent A (German automotive group): Turkish turnover (revenues from Turkish customers) = TRY 520 million. Parent B (Japanese parts manufacturer): Turkish turnover = TRY 480 million. Aggregate test: TRY 520 million + TRY 480 million = TRY 1.0 billion. This is below TRY 1.5 billion. Individual test: irrelevant because aggregate test is not met. Result: notification is not required on the standard test. However, the deal team should assess whether the technology-undertaking test or the three-year aggregation rule (discussed below) could alter the analysis if either parent has completed other Turkish acquisitions within the preceding three-year period.

Worked example 3, technology undertaking with Turkish user base

Parent A (US tech platform): global turnover = USD 12 billion; Turkish turnover from Turkish user subscriptions and advertising = TRY 450 million. Parent B (Turkish fintech company): Turkish turnover = TRY 600 million. Under the pre-2026 regime, the technology-undertaking exception might have captured the US platform at a lower threshold. Under the amended rules, the TCA’s updated guidance clarifies that subscription and advertising revenue from Turkish users is included in the Turkish turnover calculation, and the refined technology-undertaking definition requires the JV itself to be active in specified digital markets. If the JV will operate a fintech platform serving Turkish users, the technology-undertaking test applies and the lower-threshold pathway must be evaluated.

Result: likely notifiable under the technology-undertaking test; a pre-notification consultation is strongly recommended.

The three-year aggregation rule

Under Article 8(5) of Communiqué No. 2010/4 (as further clarified in the May 2026 guidelines), if an undertaking has completed multiple transactions in the same relevant market within a three-year period, the TCA may aggregate the turnovers of all acquired businesses for the purpose of assessing whether thresholds are met. This is particularly relevant for private-equity houses and serial acquirers forming JVs in sectors where they already hold portfolio companies.

Practical Steps for Foreign Investors and Deal Teams

For foreign investors forming joint ventures in Turkey, a structured pre-deal workflow will reduce the risk of a procedural misstep, which can result in fines of up to 0.1 per cent of Turkish turnover for failure to notify, or nullification of the transaction if implemented without clearance.

Pre-deal screening checklist

• Map governance rights. Review the draft shareholders’ agreement and articles of association to identify veto rights, board composition, supermajority provisions and any other indicia of joint control.
• Assess full-function status. Score the JV against the TCA’s operational indicators (management, assets, revenue, duration). Document the analysis in a short memo.
• Calculate Turkish turnover. Obtain certified turnover data for each parent and any related group companies. Include revenue from Turkish customers of cross-border digital services. Apply the three-year aggregation rule if the parent has completed other transactions in the same market.
• Check the technology-undertaking definition. If the JV or any parent is active in digital markets, assess whether the refined technology-undertaking test applies, this may lower the notification threshold.
• Prepare a compliance file. Even if the conclusion is that notification is not required, retain the analysis and supporting documents. The TCA has the power to investigate past transactions and may request the file.

When to request a pre-notification meeting with the TCA

A pre-notification meeting is not mandatory, but it is strongly advisable in the following situations:

• Borderline full-function status. The JV has some but not all full-function indicators (e.g., it will initially rely on one parent for certain support functions before transitioning to independence).
• Complex turnover allocation. Cross-border revenue streams, intercompany transfers, or multi-jurisdictional digital revenues make it difficult to calculate Turkish turnover with certainty.
• Potential substantive concerns. The JV involves competitors in a concentrated market, or one parent holds a dominant position in the relevant product or geographic market.
• Serial acquirer / aggregation risk. One or both parents have completed other transactions in the same market within the past three years.

The TCA typically accommodates pre-notification meetings within two to three weeks of a written request. Parties should prepare a short briefing note (five to ten pages) summarising the transaction, the parties, the relevant markets, the governance structure, and the turnover calculation, accompanied by drafts of the notification form.

How to prepare evidence showing limited-function (non-notifiable) status

If the deal team believes the JV does not qualify as full-function, the evidence file should include the shareholders’ agreement provisions demonstrating that the JV has no autonomous market presence, board minutes or project charters showing a defined and limited duration, supply contracts confirming that the JV’s output is sold exclusively or predominantly to its parents, and financial projections showing no independent revenue generation. Retaining this documentation is critical, it serves as the parties’ defence if the TCA later challenges the non-notification.

Joint Venture Notification Process and Timeline: How to Notify the TCA

Once the deal team has concluded that notification is required, the filing process proceeds through a defined sequence of steps prescribed by the amended Communiqué and the TCA’s procedural guidelines.

During the entire review period, the standstill obligation applies: the parties may not implement the JV, transfer assets, or commence joint operations until the TCA has issued its clearance decision. Breach of the standstill obligation, commonly known as “gun-jumping”, is subject to separate fines.

Common filing errors include incomplete turnover certificates (failing to include group-wide Turkish turnover), omitting cross-border digital revenue from Turkish users, and submitting draft rather than executed versions of the JV agreements. Deal teams should use the TCA’s notification form template and cross-check every required field against the checklist in the guidelines.

Risk Mitigation and Deal Structuring Tips for Joint Ventures and Merger Control in Turkey

Where a planned JV is close to the notification boundary, either because full-function status is debatable or because turnover figures hover near the thresholds, the following structuring strategies may help reduce or eliminate the filing obligation. These approaches should be evaluated with specialist Turkish competition counsel, as the TCA takes a substance-over-form approach and will look through arrangements designed solely to circumvent the notification rules.

• Limit JV scope and duration. Drafting the JV agreement with a defined project scope and a fixed term (e.g., a three-year R&D collaboration) may support a limited-function characterisation, provided the operational reality matches the contractual framework.
• Restrict commercial autonomy. Requiring the JV to sell output exclusively to the parents, or providing that key commercial decisions (pricing, customer selection, marketing) remain with the parents, undermines full-function status.
• Include buy-back or put/call options. Mechanisms that allow one parent to acquire sole control after a specified period may indicate that the JV is a transitional arrangement rather than a lasting concentration, though such clauses will be scrutinised carefully.
• Carve out Turkish-market activities. If the JV’s Turkish operations are ancillary, structuring them as a separate licensing or distribution arrangement (rather than as part of the JV entity) may reduce the Turkish turnover attributable to the JV.
• Stage the transaction. Phasing the JV’s establishment, beginning with a non-notifiable limited-function phase before expanding into a full-function entity, can defer the notification obligation, but the TCA may treat the overall plan as a single concentration if the expansion was foreseeable from the outset.

Industry observers expect the TCA to scrutinise structuring arrangements more closely under the 2026 regime, particularly in the technology and digital-services sectors where the narrowed technology-undertaking exception has created stronger incentives for creative deal design.

Conclusion and Next Steps

The 11 February 2026 amendments to Communiqué No. 2010/4, together with the TCA’s updated guidelines of 4 May 2026, have materially reshaped the compliance landscape for joint ventures and merger control in Turkey. The recast turnover thresholds, the clarified full-function criteria, and the narrowed technology-undertaking exception mean that every JV involving a Turkish-market dimension requires fresh analysis. Deal teams should treat the three-step decision tree (joint control → full-function → thresholds) as the starting point for every transaction, calculate Turkish turnover using the updated methodology, and engage with the TCA through a pre-notification meeting whenever the analysis is borderline.

Retaining a documented compliance file, even for transactions that fall below the thresholds, is essential given the TCA’s retrospective investigation powers under Article 7 of Law No. 4054.

Sources

1. Turkish Competition Authority, Hot News / Communiqué Updates
2. Turkish Competition Authority, Guidelines on Cases Considered as Mergers and Acquisitions
3. Turkish Competition Authority, Guidelines on Undertakings Concerned, Turnover and Ancillary Restraints
4. Official Gazette (Resmî Gazete), 11 February 2026
5. Act No. 4054 on the Protection of Competition (official text)
6. TCA Announcement, Updated Merger Guidelines (May 2026)