Turkish Merger Control in 2026
“When does a merger or acquisition need approval in Türkiye?”
Quick Answer
A merger or acquisition may need prior approval from the Turkish Competition Authority when either current turnover test is met. Under the 2026 thresholds, the combined Turkish turnover of all transaction parties exceeds TRY 3 billion and at least two parties each exceed TRY 1 billion in Türkiye; or the target asset/business (in an acquisition), or at least one merging party, exceeds TRY 1 billion in Turkish turnover and another party exceeds TRY 9 billion worldwide. A lower TRY 250 million individual threshold may apply to qualifying technology-target acquisitions. Check the current regulation and turnover guide before signing or closing. Official 2026 amendment · Turnover calculation guide.
2026 Turkish Merger Control Thresholds
Türkiye’s merger-control regime is administered by the Turkish Competition Authority (TCA). The thresholds changed in 2026. The TCA’s updated turnover guide describes two alternative tests for transactions that fall within the control rules:
- Combined turnover test: the transaction parties’ combined Turkish turnover exceeds TRY 3 billion and at least two transaction parties each have Turkish turnover exceeding TRY 1 billion; or
- Target/party plus worldwide turnover test: in an acquisition, the Turkish turnover of the transferred asset or business exceeds TRY 1 billion; or in a merger at least one party’s Turkish turnover exceeds TRY 1 billion, and at least one other party’s worldwide turnover exceeds TRY 9 billion.
The thresholds are phrased as amounts that must be exceeded. A transaction-by-transaction calculation is needed, including which undertakings form part of each party’s economic group and which revenues belong to the transferred business.
Technology-Target Rule
A lower individual turnover threshold can apply to acquisitions involving a technology undertaking within the scope of the Turkish rules. The 2026 amendment applies a TRY 250 million individual threshold to the relevant transaction party in place of the TRY 1 billion threshold. The special rule is not a blanket exemption from notification: apply the current regulatory definition and transaction test to the target, its activities, Turkish market presence and user-facing services.
What Counts as a Transaction?
Notification is not limited to a purchase of all shares. A transaction that creates a change of control, including sole or joint control, may be reviewable. Share acquisitions, asset or business transfers, mergers, joint ventures and linked steps should be analysed based on the rights and commercial reality, not the document title alone. Minority investments can be relevant where governance or veto rights confer decisive influence.
Calculate the Right Turnover
The TCA’s turnover guidance explains which transaction parties and economic groups to include and how to treat the transferred business. As a starting point, use the relevant financial-year net sales and verify whether group entities, joint control, financial institutions, intragroup transactions, foreign sales and the seller’s retained operations affect the calculation. For a divested business, do not automatically attribute the seller’s entire group turnover to the transferred asset; use the rules for the part actually transferred.
Prepare a calculation worksheet showing source accounts, currency conversion, Türkiye allocation, corporate perimeter and any assumptions. If the numbers are near a threshold, run a sensitivity analysis before the parties lock the closing timetable.
Approval Must Precede Legal Implementation
Where notification is required, the transaction must not be implemented before TCA approval. Signing may occur before clearance if the agreement preserves the standstill obligation and the parties do not transfer control or integrate the businesses prematurely. Closing, operational integration, exchange of competitively sensitive information and interim governance rights should be reviewed carefully.
Practical Filing Checklist for Foreign Buyers
- Map the ownership and control structure of every party and the target business.
- Assess whether the transaction changes control or forms part of a linked series of steps.
- Calculate Turkish and worldwide turnover using the TCA’s current rules and the correct financial period.
- Test the standard thresholds and any applicable technology-target threshold.
- Build a transaction timetable with time for the notification form, data collection and review.
- Include a regulatory clearance condition and a no-early-implementation covenant in transaction documents.
- Keep pre-closing information exchange within a clean-team or other appropriately controlled process.
Frequently Asked Questions
What are the Turkish merger notification thresholds in 2026?
The current tests include combined Turkish turnover exceeding TRY 3 billion with at least two parties each above TRY 1 billion, or the alternative target/party Turkish turnover and worldwide-turnover test involving TRY 1 billion and TRY 9 billion thresholds.
Does a foreign buyer need Turkish turnover?
Not necessarily. A transaction can meet the test through the target’s or another party’s Turkish turnover combined with another party’s worldwide turnover. The precise parties and group perimeter must be calculated.
Do technology acquisitions have a separate rule?
Yes. A lower TRY 250 million individual threshold may apply to qualifying technology-target acquisitions. The definition and test should be verified under the current text.
Can the parties close while the TCA reviews the filing?
No, not if approval is required. The parties must preserve the standstill obligation until the TCA has cleared the transaction.
Does the purchase price determine whether filing is required?
The 2026 thresholds described here are turnover-based. Transaction value alone is not a substitute for calculating the applicable turnover tests.
Primary sources: Official Gazette, Communiqué No. 2026/2 and the TCA’s 2026 turnover calculation guide.
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