The Turkish Competition Authority ("Authority") made amendments ("Amendments") to the Turkish merger clearance regime, which were published in the Official Gazette on February 11, 2026. This Brief Note aims to briefly explain the Amendments, which include increased turnover thresholds, changes to the exception on technology undertakings, joint venture rules, and revisions to the notification form submitted with the merger clearance application (“Notification Form”).
1. Turnover Thresholds Are Increased: The turnover thresholds (in TRY) that must be reached in order for a merger clearance to be subject to the Competition Board's ("Board") approval were unchanged since 2022. However, since 2022 (i) the Türkiye has witnessed very high inflation, nearly 350% in four years and (ii) at the same time Turkish Lira dramatically lost its value against USD and EUR, causing the previous turnover thresholds remaining low in terms of USD and EUR. This has led to a significant increase in the number of transactions subject to the Board's approval over the years, unnecessarily increasing the number of applications, and Board's workload that defeating the purpose of turnover thresholds.
With the Amendments:
1.1. Individual local turnover thresholds have been increased to TRY 1 billion - approx. USD 25,3 million (from TRY 250 million - approx. USD 6,3 million),
1.2. While cumulative local turnover thresholds have been increased to TRY 3 billion - approx. USD 76,1 million (from TRY 750 million - approx. USD 19 million), and
1.3. Individual global turnover threshold has been increased to TRY 9 billion - approx. USD 228 million (from TRY 3 billion – approx. USD 76 million).
Simply, the turnover thresholds are brought back to the USD/EURO levels of 2022 with the Amendments, which was a much needed and expected change. These thresholds may be updated again in future years, depending on inflation rates in Türkiye and fluctuation in TRY.
2. The Concept of Technology Undertakings Are Amended: The concept of technology undertakings was introduced to the merger clearance regime in 2022. Technology undertakings are defined as “Undertakings operating in the field of digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and healthcare technologies or the assets thereof”. From its introduction in 2022 to the current Amendments, local turnover thresholds were not applied to technology undertakings that operates, conducts R&D activities in Türkiye or providing services to users in Türkiye.
The previous regime was criticized for two reasons: (i) the scope of the technology undertakings that was subject to the turnover exemption was too broad and ambiguous to the potential undertakings and (ii) the non-application of local turnover thresholds required permission of the Board even if the acquired / merging undertaking had no turnover in Türkiye.
To illustrate the previous regime; it was required to obtain permission from the Board in case the acquired undertaking provides service to the users in Türkiye (even though it does not operate in Türkiye and does not generate turnover in Türkiye) if the acquiring undertaking whose global turnover is above the required threshold. This created an extra workload for the Board and the undertakings. As a result, it failed to comply with the purpose of merger clearance regime.
However, with the Amendments, the concept of technology undertakings is finally revised. Now, the local turnover exemption has no longer available, it became an exception. Accordingly, local turnover threshold will be applied as TRY 250 million (approx. EURO 5.6 million – approx. USD 6.3 million). Therefore, there is a local turnover threshold, but it is lower that standard threshold which is TRY 1 billion. In addition, the scope of the technology undertakings that was subject to the turnover exception (TRY 250 million) was amended. Providing service to the users in Türkiye is not sufficient to be exempt from the local threshold, now technology undertakings must be established in Türkiye for the turnover exception to apply.
As a result, the Board both responded to the criticisms and reduced its own workload. At the same time, it continued its strict monitoring of technology undertakings.
3. Seller Is No Longer a Transaction Party: Before the Amendments, the seller was also considered a transaction party. Thus, the Notification Form must include the information of the seller as well as the acquirer. This was one long-standing criticism toward to Board.
The seller is no longer a transaction party with the Amendments. Therefore, the obligation to submit detailed information about the seller was eliminated. This is also a positive change since it complies with the purpose of the merger clearance regime.
4. Obligation to Provide Detailed Information on Joint Ventures Are Introduced: Prior to the Amendments, the establishment of a joint venture that aims to restrict competition between undertakings, and permanently performs all the functions of an independent economic entity was assessed under Article 4 (agreements, concerted actions and decisions restricting competition) and Article 5 (exemptions) of Law No. 4054 on the Protection of Competition ("Law").
With the Amendments, the term undertakings were changed to parent undertakings, and the framework for assessments regarding the risk of coordination between parent undertakings in joint ventures was defined.
It should be noted that, in practice, the Board required this information before the Amendments, and those familiar with the practices of the Board were already submitting these with the Notification Form. Therefore, the Amendments only caused the application practice to become official.
5. Submitting Detailed Information Is No Longer an Obligation for Funds, Venture Capitals and the Real Persons: As per the previous merger clearance regime, the investment funds, venture capitals and the real persons were subject to the same rules with the other undertakings. In other words, they were required to provide global field of activity and global turnover information. However, after the Amendments, it is now sufficient to provide field of activity and turnover information only for Türkiye by venture capital investment companies, venture capital investment funds, risk capital companies, or individual participation investors.
Simply, real persons, funds and venture capitals will provide less information than to other undertakings, which is another positive change specifically for funds and venture capitals.
6. Notification Form is Simplified: The Notification Form previously required the submission of information such as (i) sales value and/or sales volume information and market shares of the transaction parties for each affected market worldwide for the last 3 years and (ii) trade names and market shares of competitors with a market share of more than 5% for each affected market worldwide for the last 3 years. The requirement to provide these were heavily criticized because it created extra workload for both the transactions parties and the Board.
The Amendments as a positive step have eliminated the need to submit this information. Furthermore, some detailed information on the market dynamics is not required in the Notification Form for transitions from joint control to sole control, for horizontal transactions where the market share of the transaction parties is less than 15%, and for vertical transactions where the market share of the transaction parties is less than 20%.
Additionally, as mentioned in Section 5, some changes have been introduced in filling out the Notification Form for acquisition transactions carried out by venture capital investment partnerships, funds, or risk capital companies. Excluding global operations from the scope of regulations, particularly for foreign investment funds investing in Türkiye, will significantly expedite the review and approval process for merger clearance applications.
7. The Date of Entry into Force: The Amendments have come into force on the publication date, February 11, 2026.
8. Disclaimer and Further Information: There are two important additional points to note regarding the Amendments. First, the Authority announced that the guidelines will be also amended in order to bring them in line with the Amendments and will be published on the Authority's website at a later date. Therefore, a clearer picture of the application of the Amendments will emerge when the guidelines are published.
Secondly, in accordance with Turkish competition legislation, the Authority always reserves the right to request additional information in a merger clearance application. As a result, the changes brought by the Amendments shall not be viewed as absolute changes to the merger clearance regime (especially for Section 4 and Section 6) but merely as changes designed to speed up and increase the efficiency of the merger clearance process in its initial stage.
9. Conclusion: In conclusion, the Amendments will allow for faster and more effective review and will serve the purpose of merger clearance legislation better.
Please do not hesitate to contact us if you have any queries on this Brief Note.
Dr. Att. Faik Metin TİRYAKİ, Att. Selim DÜNDAR
Partners
fmtiryaki@dundarsir.com, sdundar@dundarsir.com