Türkiye

The merger control regime in Türkiye is primarily governed by Law No. 4054 on the Protection of Competition (the “Competition Law”). The key substantive provision is Article 7, which prohibits mergers and acquisitions that would result in a significant impediment to effective competition in a market within the whole or part of Türkiye, in particular through the creation or strengthening of a dominant position.

The principal piece of secondary legislation implementing Article 7 is Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board (the “Communiqué”), which sets out the substantive framework, including the definition of relevant transactions, the notification thresholds, the filing requirements, the review timelines and the assessment criteria.

In addition to the Competition Law and the Communiqué, the merger control regime in Türkiye is further supplemented by:

• the Guideline on Cases Considered as Mergers and Acquisitions and the Concept of Control;
• the Guideline on Undertakings Concerned, Turnover and Ancillary Restrictions in Mergers and Acquisitions;
• the Guideline on the Assessment of Horizontal Mergers and Acquisitions;
• the Guideline on the Assessment of Non-horizontal Mergers and Acquisitions; and
• the Guideline on Remedies Acceptable in Mergers and Acquisitions.

Türkiye operates a mandatory and suspensory merger control regime. Where the applicable turnover thresholds under the Communiqué are met, notification to the Turkish Competition Authority (TCA) is compulsory.

Merger control is administered by the TCA, which is an administratively and financially autonomous public institution.

The review of notifiable mergers and acquisitions is carried out within the TCA by the relevant case handlers of the Authority. These staff members examine the filing, conduct the substantive assessment and prepare the case file and recommendation for decision.

The decision-maker is the Turkish Competition Board (“Board”). Board decisions are subject to judicial review before the administrative courts, but the courts do not conduct the merger review in the first instance; they review the legality of the Board’s decisions.

Yes, the merger control regime applies economy-wide across all sectors.

That said, certain sectors are subject to additional or sector-specific provisions. Most notably, special rules apply in the banking sector: under the Banking Law, the Competition Law does not apply to mergers or acquisitions between banks where the sectoral share of the total assets of the banks concerned does not exceed 20%. In addition, transactions in regulated industries such as banking, energy, telecommunications, broadcasting/media, aviation and insurance may also require approvals or notifications before the relevant sectoral regulator, in parallel with competition clearance where applicable.

Separately, Türkiye has an FDI notification regime, but it is limited to post-closing informational filings rather than a prior approval requirement.

In addition, following the amendment to the Communiqué that entered into force at the beginning of 2026, the previous exemption from the TRY 250 million local turnover threshold for certain technology undertakings has been revised. Under the current rule, in mergers where at least one of the transaction parties is a technology undertaking established in Türkiye, and in acquisitions involving such undertakings, the also revised TRY 1 billion thresholds are applied as TRY 250 million with respect to the target transaction party. This rule applies to undertakings operating in the fields of digital platforms, software or gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals or healthcare technologies, as well as their related assets.

No. Merger review is centralized at the national level before the TCA and the Board.

The TCA may cooperate with both foreign and domestic regulators, although the extent of such cooperation is more limited and less formalized than those found in supranational merger control systems.

At the international level, the TCA can engage in contacts and coordination with foreign competition authorities in cross-border cases. This may include exchanges at a general level regarding timing, market definition, competitive dynamics and, where relevant, possible remedies. The TCA is also an active participant in international competition networks and cooperation platforms.

In global transactions, the TCA may also take account of remedies offered in other jurisdictions, particularly in the EU. Where the parties propose commitments in the EU and those commitments are capable of addressing the competition concerns identified in Türkiye as well, the TCA may wait for those remedies to be finalized and may clear the transaction on the basis that the relevant remedy package will also be implemented so as to resolve the Turkish competition concerns.

The regime was recently updated through amendments that took effect at the beginning of 2026.

The amendment to the Communiqué, published on 11 February 2026, substantially increased the jurisdictional turnover thresholds. The amendment also revised the special threshold rule applicable to certain technology undertakings, as noted above.

In addition, the 2026 changes streamlined the notification form and reduced the amount of information required in cases that are less likely to raise substantive issues. The amendments also introduced filing simplifications for venture capital investment trusts, venture capital investment funds and private equity investment vehicles, especially as regards the scope of information required on their activities and turnover outside Türkiye. The reform package further clarified the framework for assessing possible coordination concerns between the parents of a joint venture.

Under the Competition Law, the Communiqué and the Guideline on the Concept of Control, a transaction is caught if it results in a permanent change in the control structure of an undertaking on a lasting basis and the relevant turnover thresholds are met.

The Communiqué and the Guideline on the Concept of Control define “control” broadly. Article 5(2) of the Communiqué provides that control may be constituted by rights, agreements or any other means which, either separately or jointly, de facto or de jure, confer the possibility of exercising decisive influence on an undertaking. It further explains that such rights or agreements are instruments conferring decisive influence, in particular by ownership of, or the right to use, all or part of the assets of an undertaking, or by rights or agreements that confer decisive influence on the composition or decisions of the organs of an undertaking. As a result, minority share acquisitions may also fall within the merger control regime where they confer control.

In practice, the Board assesses control on a case-by-case basis, taking into account both the legal rights conferred by the transaction documents and the factual circumstances of the undertaking’s governance. Relevant factors typically include rights concerning the budget, business plan, major investments, appointment of senior management, and other strategic commercial decisions.

There is no fixed minimum shareholding threshold below which merger control is automatically excluded.

In the case of joint ventures, the regime applies where the transaction leads to the creation of a full-function joint venture or results in a change from sole to joint control, or from joint to sole control.

As a general rule, no. The key question is whether the relevant rights, agreements or arrangements confer control in a manner that is intended to persist.

Turkish law, again broadly in line with the EU approach, recognizes certain exceptions where acquisitions by financial institutions or securities firms may not be treated as notifiable concentrations, provided that the securities are acquired on a temporary basis for resale, the acquirer does not exercise voting rights in a way that influences the competitive conduct of the target, and the disposal takes place within the applicable period.

In Türkiye, the transaction types caught are those listed in Article 5 of the Communiqué.

The regime covers, first, mergers between two or more previously independent undertakings. It also covers acquisitions of direct or indirect control over all or part of one or more undertakings. Joint ventures are also caught where the transaction leads to the creation of a full-function joint venture or a change in the control structure of an existing joint venture.

Asset transactions may also be notifiable where the assets transferred constitute all or part of a business to which turnover can be attributed. A transfer of assets is more likely to qualify as a concentration where the assets form a market-facing business activity or an economically meaningful part of a business, such as a business unit, production facility, distribution network, customer portfolio, intellectual property package, license bundle or other operational assets capable of generating turnover when transferred together.

This also means that acqui-hire type transactions may be caught in some circumstances, but not simply because employees are hired. If the transaction includes the transfer of technology, intellectual property, customer relationships, organized business assets or another operating unit capable of generating turnover, it may fall within the regime.

In addition, Turkish merger control is not confined to conventional sale and purchase transactions. Depending on the circumstances, instruments such as options, warrants, convertible securities or other contingent rights may be relevant if and when they confer the possibility of exercising decisive influence.

In Türkiye, the formation of a joint venture, or the acquisition of joint control over an existing undertaking, is caught by the merger control regime where it results in a lasting change of control and the joint venture is a full-functioning one (Article 5(3) of the Communiqué).

The acquisition of joint control over an existing business is also caught.

Even where a joint venture qualifies as a concentration, the Board also assesses whether the creation of the joint venture has as its object or effect the coordination of competitive behavior between the parent companies.

Overall, Turkish merger control adopts a substance-over-form approach. The central question is whether the various steps form part of one overall transaction resulting in a single lasting change of control, or whether they give rise to separate and independent changes of control.

Article 5(4) expressly provides that transactions which are connected by condition, or which are carried out in securities in a series within a short period of time, are regarded as a single transaction for the purposes of that provision. This means that where successive steps are closely linked legally or economically, the Board may assess them as one concentration.

Pursuant to Article 8(5) of the Communiqué, two or more transactions carried out by the same undertaking between the same persons or parties, or in the same relevant product market within a three-year period are treated as a single transaction for turnover calculation purposes.

Where several transactions are inter-conditional, economically linked, or form part of a single integrated arrangement, the Board may review them together as one concentration. By contrast, if the transactions involve separate changes of control and are not conditional or sufficiently connected, they are more likely to be treated as separate concentrations, each requiring its own notifiability analysis.

Under Article 7 of the Communiqué, as amended in February 2026, a transaction is notifiable if either of the following alternative threshold tests is met:

• the aggregate Turkish turnover of the transaction parties exceeds TRY 3 billion, and the Turkish turnover of at least two of the transaction parties each exceeds TRY 1 billion; or
• either:
  • in acquisitions (including acquisitions of joint control in joint ventures), the Turkish turnover of the transferred assets or businesses being acquired exceeds TRY 1 billion, and the worldwide turnover of at least one of the other parties to the transaction exceeds TRY 9 billion; or
  • in mergers, the Turkish turnover of at least one of the merging parties exceeds TRY 1 billion, and the worldwide turnover of at least one of the other parties to the transaction exceeds TRY 9 billion.

These are alternative tests, so it is sufficient for one of them to be satisfied.

For transactions involving undertakings active in the fields of digital platforms, software or gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals or healthcare technologies, or their related assets, the February 2026 amendment replaced the previous exemption approach with a revised threshold mechanism. Accordingly, in merger transactions where at least one of the transaction parties is a technology undertaking established in Türkiye, and in acquisitions of such undertakings, the TRY 1 billion Turkish turnover threshold is applied as TRY 250 million for the target transaction party.

In addition, pursuant to Article 8(5) of the Communiqué, two or more transactions carried out by the same undertaking between the same persons or parties, or in the same relevant product market within a three-year period are treated as a single transaction for turnover calculation purposes.

As a starting point, the relevant turnover is not limited to the notifying entity itself. Under Article 8(1), turnover must be calculated on a group basis. This includes the turnover of:

• the undertaking concerned;
• entities which that undertaking directly or indirectly controls;
• entities which directly or indirectly control that undertaking;
• entities controlled by those controlling persons or entities; and
• entities jointly controlled by the foregoing.

For acquisitions of a business or assets, Article 8(2), provides that where the transferred part has or does not have separate legal personality, only the turnover of the transferred part is taken into account on the seller side.

As regards joint ventures, Article 8(3) provides that the turnover of entities jointly controlled by the undertakings concerned is apportioned equally according to the number of controlling undertakings. Similarly, under Article 8(4), where the undertakings concerned jointly have the right to manage a joint venture together with third parties, the turnover of that joint venture is divided equally among all holders of those rights.

The relevant period is, under Article 8(6), the financial year ending before the date of notification; if that cannot be calculated, the financial year closest to the notification date is used. Turnover is based on net sales under the applicable accounting rules. Intra-group sales among the persons or economic units listed in Article 8(1) are excluded. Where turnover is generated in foreign currency, the average Central Bank of the Republic of Türkiye buying exchange rate for the relevant financial year is used.

For geographic allocation, the key issue is whether the turnover is generated in Türkiye. The Turkish thresholds are based on turnover achieved in Türkiye, while the alternative threshold also refers to worldwide turnover. In practice, Turkish turnover is generally allocated by reference to sales generated from customers in Türkiye.

There are also special rules for financial institutions under Article 9.

Asset acquisitions may still be caught where the transferred assets constitute a business or part of a business to which turnover can be attributed. In such cases, the relevant figure is the turnover generated by the transferred assets or business.

Under Article 8(6) of the Communiqué, where turnover is denominated in a foreign currency, the applicable exchange rate for merger control purposes is the average buying exchange rate of the Central Bank of the Republic of Türkiye for the financial year in which the turnover was generated.

Not applicable.

A local nexus is required only to the extent that the applicable Turkish turnover thresholds must be met. Turkish merger control does not require a local overlap, a local subsidiary of each party, or a transaction implemented in Türkiye. Accordingly, foreign-to-foreign transactions can clearly be caught.

Article 6 of the Communiqué excludes certain transactions from the scope of merger control. Most notably, acquisitions of securities by banks, other financial institutions, insurance companies, investment companies or similar entities on a temporary basis for resale are excluded, provided that they do not exercise voting rights so as to influence the competitive conduct of the target, except where necessary to prepare the disposal, and that the resale takes place within the applicable period. This operates as a temporary financial holding exemption.

Article 6 also excludes acquisitions of control by public institutions or organizations by operation of law in the context of insolvency, liquidation, suspension of payments, composition, privatization or similar proceedings.

In addition, certain banking transactions are exempt under the Banking Law where the sectoral share of the total assets of the banks concerned does not exceed 20%, and transactions carried out by the Turkish Wealth Fund and/or companies established by it are not subject to merger control.

If a notifiable transaction is implemented without clearance, the Board may investigate it ex officio.

In such cases, the Board examines whether the transaction significantly impedes effective competition. If the transaction is found to be compatible, it may be cleared, but the parties will still be subject to an administrative monetary fine for violating the notification and standstill obligation under Article 7. If the transaction is found to infringe Article 7, the Board may also impose a fine in addition to ordering remedies, including structural or behavioral measures and, where necessary, unwinding.

In Türkiye, there is no general merger-control call-in power for transactions that fall below the jurisdictional thresholds. 

There is no specific merger-control longstop period in Türkiye that limits the Board’s ability to review a notifiable transaction that was not filed. That said, the general statute of limitations applicable to administrative monetary fines may be relevant. In this respect, an eight-year limitation period under the Law on Misdemeanors may apply to the imposition of administrative fines.

No.

The notification is mandatory and there is no general waiver of the filing obligation.

Türkiye has a suspensory merger control regime. Before clearance, the parties must not take steps that result in a change of control or otherwise amount to implementation of the transaction. Ordinary preparatory steps that do not transfer control may in principle be taken, but closing, integration and the exercise of control rights before approval would raise gun-jumping concerns.

Turkish merger control law does not provide a mechanism for waiving the standstill obligation. Likewise, there is no established statutory carve-out mechanism under Turkish merger control rules. In practice, parties may sometimes structure global transactions so that the Turkish part is not implemented pending clearance.

Under Article 10 of the Communiqué, in mergers the notification must be made jointly by the parties, while in acquisitions it must be made by the acquirer or acquirers.

There is no filing fee.

Notification may be made once the parties demonstrate a good-faith intention to conclude the transaction. In practice, this means that filing is possible not only after signing a binding agreement, but also on the basis of a letter of intent, memorandum of understanding or similar document reflecting a sufficiently concrete transaction structure. In the case of public bids, notification may also be made once the intention to make the bid has been publicly announced. Accordingly, signing is not required, but the main terms of the transaction must be sufficiently settled to allow the TCA to assess the proposed concentration

No. The only requirement is that a notifiable transaction must be filed, and clearance obtained, before implementation.

Notifications must be submitted using the standard merger control notification form prescribed under the Communiqué. The current Turkish version of the form is available as an annex at: www.mevzuat.gov.tr/mevzuat?MevzuatNo=14354&MevzuatTur=9&MevzuatTertip=5.

Broadly, the form requires information on the notifying parties and their corporate groups, the transaction structure, the type of control being acquired, turnover figures, and the parties’ activities in Türkiye. If applicable, it also calls for information on affected markets, including horizontal and vertical overlaps, market shares, competitors, customers, suppliers and entry conditions.

The filing must also be accompanied by the principal transaction documents, such as the signed agreement or, where the deal has not yet been signed, the document evidencing a good-faith intention to proceed. In addition, powers of attorney and supporting documents relating to turnover and control structure should also be submitted.

The notification must be submitted in Turkish. The principal transaction documents on which the filing is based should be provided with a sworn Turkish translation. An apostilled power of attorney is also required.

For other supporting materials, the TCA is usually more flexible in practice and may accept documents in English. However, if the Authority may request Turkish translations of those documents.

No.

Pre-notification discussions are not required in Türkiye and are generally not common in practice. While they may be attempted in more complex cases, especially to discuss jurisdictional or procedural issues, it is more practical to submit the filing first and address any follow-up questions thereafter.

Merger review consists essentially of a Phase I review and, if necessary, an in-depth Phase II review.

Once a complete notification is submitted, the Board has 30 calendar days for its initial review. If the Board does not open an in-depth investigation within that period, the transaction is deemed cleared at the end of this period.

The 30-day Phase I period runs only once the filing is complete. If the Authority considers that the notification is incomplete and requests additional information, the review period will effectively run from the point at which the filing is completed. Therefore, any information requests sent by the Authority resets the clock.

If the Board decides that the transaction requires further examination, it opens a Phase II investigation. Under Article 43 of the Competition Law, an in-depth investigation must in principle be completed within six months from the date of the decision to open it. This period may be extended once, for up to an additional six months.

There is no separate statutory remedies phase, remedy discussions can be initiated within Phase I or Phase II.

The 30-day Phase I review period and any other period is calculated in calendar days. 

For a non-problematic transaction in Türkiye, a practical expectation from notification to clearance is often around two to three months. Although the formal Phase I review period is 30 calendar days from a complete filing, the TCA may issue one or more requests for information even in straightforward cases.

There is no separate merger control timetable specifically applicable to public offers.

Third parties do not have a formal filing role in Turkish merger control, but they may become involved in practice during the review. The TCA may contact customers, competitors, suppliers or other market participants to gather information.

Although the TCA used to publish notified transactions on its website until relatively recently, this practice has been discontinued. However, it is still possible for third parties or complainants to bring a transaction to the Authority’s attention, including where they believe a notifiable deal has been completed without notification.

The TCA may seek information from the notifying parties as well as from third parties and commonly uses written requests for information.

Turkish merger control is not typically document-heavy in the same way as some jurisdictions with extensive internal document production requirements. That said, the TCA can request internal or transaction-related materials where relevant.

Commercially sensitive information submitted in a Turkish merger filing is protected under the general confidentiality rules applicable to TCA proceedings. The TCA may not disclose trade secrets or confidential business information obtained in the course of its review. Parties are expected to identify confidential information and the basis for confidentiality claims.

The substantive test is whether the transaction would result in a significant impediment to effective competition, in particular through the creation or strengthening of a dominant position.

The most common concerns are unilateral effects in horizontally affected markets, coordinated effects, and vertical or conglomerate issues where the transaction may foreclose rivals or strengthen market power. The Board will typically assess factors such as market shares, concentration levels, closeness of competition, barriers to entry, buyer power, the structure of supply and demand, and the extent of actual or potential competition.

In joint venture cases, the Board may also consider whether the transaction gives rise to coordination concerns between the parent companies.

Turkish merger control is competition-based and there is no general public interest or political review.

Efficiencies may in principle be taken into account in Turkish merger control, but they are not frequently decisive in practice. Where the parties rely on efficiencies, they would generally be expected to show that the claimed benefits are merger-specific, verifiable and likely to be passed on, at least in relevant part, to consumers.

There is no formal statement of objections in ordinary Phase I merger review. In straightforward cases, the parties may receive little indication of concerns beyond requests for information.

If the Board decides to open a Phase II investigation, the procedural framework becomes more formal. In that context, the parties are informed of the concerns in writing and have the opportunity to respond.

In practice, concerns may also be discussed informally with the parties, especially where commitments are being explored in Phase I processes.

Remedies may be proposed by the parties during both Phase I and Phase II.

There is no separate standalone remedies phase under the legislation and remedy discussions take place within the ordinary review process.

The Board may clear a transaction subject to conditions and obligations where it concludes that the proposed remedies are sufficient to eliminate the identified competition concerns.

The Board may accept both structural and behavioral remedies. In practice, structural remedies are generally preferred where they offer a clear and workable solution, particularly in cases involving horizontal overlaps, while behavioral remedies may be accepted in appropriate circumstances, especially in vertical or access-related cases.

The Board assesses remedies with a focus on whether they are effective, capable of implementation and suitable to restore competitive conditions. In cross-border mergers, the Board may also take into account remedies offered in other jurisdictions.

If a notifiable transaction has been implemented without clearance and is later found to violate Article 7 of the Competition Law, the Board may order remedies, including divestiture or other unwinding measures.

In principle, no. Where clearance is made conditional on remedies, the transaction may be completed only in accordance with the terms of the conditional approval decision. Whether closing can occur before full implementation of the remedy depends on the specifics of the Board’s decision.

Remedies are enforced through the Board’s general enforcement powers under the Competition Law. The Board may monitor compliance, require information and documentation, and take action if the parties fail to comply with the conditions or obligations attached to clearance.

The Board’s decision is formally notified to the notifying party or parties. The Authority also typically publishes a reasoned version of its decisions on its website, although publication may follow after some time and confidential business information is redacted.

Decisions come into immediate effect.

Yes, the Board examines whether such provisions qualify as ancillary restraints. Where it considers such clause to be too broad in duration, scope or subject matter, it may require the parties to narrow or revise the relevant provision, whether during the review process or as a condition to clearance.

Merger decisions may be challenged before the Turkish administrative courts. The legal basis is the general framework of administrative judicial review applicable to Board decisions.

An action for annulment must be filed within 60 days from notification of the reasoned decision. The court review concerns the legality of the Board’s decision rather than a merger assessment.

Failure to notify a notifiable merger, or implementing it before clearance, results in an administrative monetary fine and ex officio review by the Board.

The fine is set as 0.1% of the Turkish turnover generated in the financial year preceding the date of the fining decision. The sanction is imposed on the notifying party or parties responsible for the filing. These are administrative, not criminal, sanctions, and individuals are not fined.

In addition to the fine, the Board examines the transaction on the merits. If it is found to infringe Article 7 substantively, the Board may order remedies, including behavioral or structural measures and, where necessary, unwinding.

Turkish merger control enforcement has included sanctions in both domestic and foreign-to-foreign transactions where the Turkish thresholds were met, so enforcement is not limited to domestic parties.

The Board is active in enforcing the standstill obligation and may investigate transactions on its own initiative where it becomes aware of a potentially notifiable deal. A recent example is the Board’s review of Elon Musk’s acquisition of Twitter, which led to a fine for failure to notify prior to implementation.

As for pre-closing conduct, ordinary preparatory steps and integration planning are permissible so long as they do not amount to implementation of the transaction or transfer of control before clearance. Limited clean-team arrangements and planning measures are generally possible if carefully structured.

Providing inaccurate, misleading or incomplete information to the TCA triggers an administrative monetary fine under the Competition Law. These are administrative, not criminal, sanctions.

In practice, the sanction will be imposed on the undertaking providing the misleading information. The fine is set as 0.1% of the Turkish turnover generated in the financial year preceding the date of the fining decision.