Merger Control Turkey 2026: New Thresholds Guide

Merger control in Turkey has entered a decisive new chapter in 2026. Following the Turkish Competition Authority's February 2026 reform, the notification thresholds that determine whether a cross-border deal requires clearance from the Turkish Competition Authority (TCA, Rekabet Kurumu) have been substantially restructured. For foreign acquirers, multinational strategic buyers, private equity sponsors, and family offices examining Turkish targets, the new regime alters both the calculus of deal triage and the timetable for closing.

The reform raises the individual local turnover threshold from TRY 250 million to TRY 1 billion and the cumulative threshold from TRY 750 million to TRY 3 billion — a fourfold increase that materially narrows the universe of notifiable transactions while preserving the TCA's extraterritorial reach over foreign-to-foreign deals affecting the Turkish market. Technology-sector targets remain subject to a stricter regime, with the lower TRY 250 million threshold retained for digital economy consolidations. For C-level decision-makers structuring inbound M&A into Türkiye, this is not a marginal procedural update; it is a substantive shift in how Turkish merger control interfaces with global deal architecture.

Key Takeaways

• Individual Turkish turnover threshold raised to TRY 1 billion; cumulative threshold raised to TRY 3 billion (effective February 2026).

• Technology-sector acquisitions retain a lower TRY 250 million threshold — digital economy targets remain heavily scrutinised.

• Foreign-to-foreign transactions that affect the Turkish market still require TCA notification when thresholds are met — extraterritorial jurisdiction is preserved.

• Phase I review concludes in approximately 30 calendar days; Phase II investigation can extend up to 6 months.

• Closing before clearance (gun-jumping) triggers fines of up to 0.1% of annual Turkish turnover and risks suspension of the transaction.

The Turkish Merger Control Framework After the 2026 Reform

Turkish merger control is anchored in Article 7 of the Law on the Protection of Competition (No. 4054), implemented through Communiqué No. 2010/4 as amended. The Turkish Competition Board exercises exclusive ex ante jurisdiction over qualifying concentrations: no transaction that meets the notification thresholds may be legally completed prior to obtaining clearance. The legal architecture is suspensory, mandatory, and — critically — applies to transactions consummated entirely outside Türkiye where the parties' Turkish turnover crosses the prescribed lines.

The New Threshold Architecture

Under the February 2026 amendment, a concentration is notifiable in Turkey when one of two alternative tests is satisfied. First, the cumulative Turkish turnover of all parties to the transaction exceeds TRY 3 billion and the individual Turkish turnover of at least two parties each exceeds TRY 1 billion. Second, the Turkish turnover of the target (in acquisitions) or any of the merging parties exceeds TRY 1 billion and the worldwide turnover of at least one other party exceeds TRY 1 billion.

The quadrupling of the prior thresholds materially de-clutters the TCA's docket of smaller mid-market deals while ensuring that every transaction with a meaningful Turkish market footprint remains within the regulator's review window. For foreign strategic buyers acquiring a Turkish family business, a logistics platform, or a manufacturing asset, the test now demands a precise calculation of the target's Turkish-attributable turnover before any binding offer is tabled.

Technology Sector: The Stricter Sub-Regime

Acquisitions of technology undertakings active in or targeting the Turkish market remain subject to a separate, lower threshold of TRY 250 million in Turkish turnover, irrespective of the acquirer's size. The TCA defines technology undertakings broadly to capture digital platforms, software-as-a-service businesses, fintech operators, and data-driven enterprises. Multinational strategic buyers, growth-equity sponsors, and corporate venture arms targeting Turkish tech assets must therefore continue to plan for mandatory pre-closing clearance even where the target's revenue is modest by traditional M&A metrics.

Extraterritorial Reach: Why Foreign-to-Foreign Deals Still Need TCA Approval

One of the most frequently underestimated dimensions of Turkish merger control is its extraterritorial application. A transaction concluded entirely between non-Turkish counterparties — for example, the acquisition of a German industrial group by a Gulf sovereign-wealth allocator — may still require TCA notification where the German target generates Turkish-attributable revenue exceeding the thresholds. As we discussed in our guide to branch office vs subsidiary structuring for foreign investors in Turkey, the corporate footprint inherited through an offshore acquisition can carry significant downstream regulatory consequences in Türkiye, and merger control is among the most consequential of these.

How Turkish Turnover Is Calculated

Turkish turnover is determined on a group-wide basis, encompassing all entities under the same direct or indirect control as the immediate transaction parties. Revenue is calculated on the basis of audited consolidated financial statements for the most recent fiscal year and is converted to Turkish Lira at the Central Bank of the Republic of Türkiye buying rate as at the last business day of that fiscal year. Intra-group revenue is eliminated; export revenue invoiced to Turkish-resident customers is included. Sophisticated acquirers should commission a turnover memorandum at the term-sheet stage so that the question of notifiability is resolved before deal documents are finalised.

Joint Ventures and Minority Stakes

Full-function joint ventures performing autonomous economic activities on a lasting basis are notifiable as concentrations, whereas non-full-function arrangements are assessed under Article 4 of the Competition Law (the anti-cartel provision). Minority acquisitions that confer decisive influence — through veto rights over strategic decisions, board appointment privileges, or shareholders' agreement protections — trigger notification on the same basis as control acquisitions. For private equity sponsors and family offices structuring minority co-investments, this distinction is operationally decisive.