Türkiye’s first major merger-control overhaul in four years has sharply raised filing thresholds while preserving closer scrutiny for locally established technology companies. Effective since February 11, 2026, the reform should remove many smaller acquisitions from mandatory review, but it also creates new questions for international investors about group-wide turnover, a target’s Turkish establishment, joint-venture coordination and the sequencing of transactions that cannot legally close before clearance.
Higher Thresholds Recalibrate the Filing Test
Communiqué No. 2026/2, published in the Official Gazette on February 11, amended the long-standing Communiqué No. 2010/4 governing concentrations that require approval from the Turkish Competition Board. The new rules took effect immediately and also apply to transactions that were already under review on that date.
According to the Turkish Competition Authority, the principal turnover thresholds were changed as follows:
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The combined Turkish turnover of the transaction parties increased from TRY750 million to TRY3 billion.
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The individual Turkish turnover required for at least two transaction parties increased from TRY250 million to TRY1 billion.
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Under the alternative acquisition test, the Turkish turnover of the acquired business increased from TRY250 million to TRY1 billion, while the worldwide turnover required from at least one other party increased from TRY3 billion to TRY9 billion.
Either test can make a transaction notifiable. For mergers, the alternative test applies when at least one merging party exceeds TRY1 billion in Turkish turnover and another party exceeds TRY9 billion worldwide.
Based on the Central Bank of the Republic of Türkiye’s average 2025 exchange rates, the new levels were approximately $76 million for the combined Turkish threshold, $25.3 million for the individual threshold and $228 million for the worldwide threshold, according to the original analysis by Istanbul law firm BASEAK. These currency equivalents are illustrative, however. Statutory compliance turns on turnover calculated in Turkish lira under the Competition Authority’s rules, not on a transaction’s dollar or euro value.
The increase was overdue. The previous figures had applied since the 2022 reform, during a period of substantial inflation and lira depreciation. Nominally higher corporate revenues were pushing transactions of limited competitive significance into the filing system. Raising the local thresholds by four times, and the worldwide threshold by three times, restores some of the economic filtering function that turnover tests are intended to perform.
This does not amount to deregulation of major acquisitions. Transactions involving sufficiently large Turkish businesses remain subject to mandatory, suspensory review. A lower purchase price, minority investment or offshore acquisition structure does not automatically remove a deal from the regime if it produces a lasting change of control and the turnover tests are satisfied.
Technology Acquisitions Receive a Narrower Special Regime
The most consequential change for venture capital, private equity and strategic technology buyers concerns the special rule introduced in 2022. That regime sought to capture potential “killer acquisitions” involving young companies whose current revenue might understate their competitive importance.
Technology undertakings include businesses active in digital platforms, software, gaming software, financial technology, biotechnology, pharmacology, agricultural chemicals and health technologies. Under the former rule, acquisitions could be notifiable when the target operated in Türkiye, conducted Turkish research and development, or supplied Turkish users, even if the technology target generated little or no Turkish turnover.
The 2026 amendment narrows that reach in two ways. First, it limits the special treatment to technology undertakings established in Türkiye. Second, the relevant target-side TRY1 billion threshold is reduced to TRY250 million rather than eliminated altogether. In practical terms, a qualifying locally established technology target must now have a more substantial Turkish revenue footprint before the special rule applies.
This should reduce filings for foreign technology acquisitions that have only users or customers in Türkiye. It may also take smaller Turkish startups outside mandatory review. The distinction matters in a market where digital deals are central to inbound capital. The Competition Authority reported that computer programming, consultancy and related activities produced the largest number of Türkiye-target transactions in 2025, with 25 deals.
The remaining uncertainty concerns what “established in Türkiye” means for digitally delivered services and multinational corporate structures. The communiqué does not fully define the concept. A Turkish subsidiary, branch or other registered place of business presents a clearer case than a foreign company serving Turkish customers remotely.
Updated guidelines published by the Competition Authority in May 2026 provide additional direction. They state that, when testing the TRY250 million threshold, turnover from the specified technology fields is the relevant turnover. Even so, future Competition Board decisions will be important in determining the boundary between a company merely supplying Türkiye and one regarded as established there.
For investors, this makes legal and tax compliance inseparable from corporate-structure analysis. A target’s incorporation records, branch arrangements, revenue attribution, intellectual-property ownership and local contracting model may all affect the filing assessment.
Group Turnover and Joint Ventures Move to the Foreground
The amendment also clarifies the meaning of a “transaction party.” In a merger, the relevant party is the economic unit to which each merging company belongs. In an acquisition, the analysis includes the economic units controlling the acquirer and, on the target side, the transferred business together with the entities it controls. The seller and the seller’s wider group are not treated as transaction parties merely because they are disposing of the target.
This codifies an important practical point for international buyers. An acquisition vehicle with negligible revenue cannot be assessed in isolation if it belongs to a multinational group. The parent group’s Turkish and worldwide turnover may be relevant. The May guidelines further clarified that Turkish sales must be included when worldwide turnover is calculated.
The updated rules also formalize the assessment of coordination risk in full-function joint ventures. The Board will examine whether the parent companies have significant activities in the joint venture’s market or in upstream, downstream or closely related markets, and whether the venture could weaken competition between its parents.
Notifications must therefore provide more structured information about each parent’s turnover, market position and the economic importance of the joint venture. This is particularly relevant to international investors using partnerships to enter regulated, capital-intensive or relationship-driven Turkish sectors. A joint venture may reduce market-entry risk, but overlapping distribution, procurement, technology licensing or customer relationships can create a separate competition analysis.
Corporate structuring and market-entry planning must consequently begin before definitive documentation is completed. Control rights, vetoes, governance arrangements and reserved matters can determine whether a minority investment constitutes an acquisition of control. For joint ventures, operating scope and parent-company activities can influence both notifiability and substantive risk.
A Lighter Form, but a Suspensory Regime
The revised notification form reduces the information burden for transactions unlikely to harm competition. Where the parties’ combined share in a horizontally affected market does not exceed 15 percent, or an individual party’s share in a vertically affected market does not exceed 20 percent, extensive questions about market structure and competitive dynamics generally need not be completed.
The form also removes some worldwide market-data requirements and offers filing simplifications for venture capital funds, private equity investors and similar financial investors. At the same time, joint ventures face more detailed coordination questions. The overall design is therefore selective rather than uniformly lighter.
Türkiye retains a mandatory and suspensory system. There is no statutory deadline measured from signing, but a notifiable deal must receive clearance before closing. According to the 2026 Turkish merger-control guide published by Gürkaynak Attorneys-at-Law, implementation without approval can trigger a fine equal to 0.1 percent of the relevant undertaking’s prior-year turnover. A notifiable transaction also lacks legal validity under Turkish law until approval is obtained.
The Board has 30 calendar days after receiving a complete filing to approve a transaction or begin an in-depth review, with tacit clearance theoretically available if it does not act. Information requests interrupt and restart that period, meaning the commercially important timetable can be longer than the formal review clock suggests.
In 2025, the Competition Authority said it decided merger cases an average of 10 days after the “final notification date.” That statistic should be interpreted carefully. It generally runs from the point at which requested information has been completed, not necessarily from the first filing. Transaction documents should therefore contain realistic conditions precedent, information-sharing obligations and long-stop dates.
Reform Arrives During a Stronger Inbound Investment Cycle
The Authority’s workload helps explain the timing of the reform. Its 2025 Mergers and Acquisitions Overview Report recorded 416 reviewed transactions, 33.8 percent more than in 2024 and the highest annual number since the reporting series began in 2013.
Of these, 162 non-privatization transactions involved Türkiye-based targets. Their reported value reached TRY466.1 billion, or $11.81 billion, also the highest since 2013. Foreign investors participated in 55 acquisitions of Turkish companies, representing approximately TRY277.5 billion, or $7.03 billion. Germany led by transaction count with nine deals, followed by France with six.
The broader capital-flow picture was also positive. Türkiye attracted $13.1 billion in FDI during 2025, up 12.2 percent year on year, according to balance-of-payments data cited by the Presidency’s Investment and Finance Office. Wholesale and retail trade accounted for 32 percent of inflows, manufacturing for 31 percent, and information and communication for 14 percent.
The higher filing thresholds could support that momentum by reducing regulatory cost for mid-market acquisitions with limited Turkish overlap. More important deals will remain visible to the Authority, while many routine foreign-to-foreign transactions may avoid a Turkish filing. Nevertheless, the 219 overseas transactions examined by the Board in 2025 demonstrate that an offshore target or closing venue does not, by itself, eliminate Turkish jurisdiction.
What This Means for Foreign Investors
International investors should treat merger-control analysis as an early workstream, not a final legal formality. The first step is to map the acquirer’s complete economic group, calculate Turkish and worldwide turnover under local rules, identify any change of control and test whether the target qualifies as a technology undertaking established in Türkiye.
Market-entry and incorporation decisions now carry added significance for technology businesses because the location and form of a target’s Turkish establishment may affect future exit transactions. Legal and tax compliance work should verify turnover attribution, corporate control, audited accounts and Turkish-language documentation. Where the investment uses a joint venture, corporate structuring should address parent-company overlaps and coordination risks before governance rights are fixed.
Government relations and regulatory liaison become relevant when the market definition, technology classification or local-establishment question is uncertain. Investment-incentive analysis should proceed alongside, but separately from, merger clearance because eligibility for state support does not remove competition obligations. Import-export operations may also affect Turkish turnover calculations and reveal vertical relationships between a foreign buyer, local distributors and the target.
Finally, project management must integrate clearance into signing, financing, employee transfer, systems integration and closing schedules. The 2026 reform reduces unnecessary filings, but it does not remove execution risk. For an FDI advisory firm such as fdiconsultancy.com, the practical role is to coordinate market entry, incorporation, incentives, compliance and regulatory engagement so that the investment structure is commercially workable and capable of closing under Türkiye’s revised competition framework.