2026 M&A Communiqué Amendments in Turkey: New Turnover Thresholds and Practical Impacts

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With Communiqué No: 2026/2 published in the Official Gazette on February 11, 2026, the "Communiqué Concerning the Mergers and Acquisitions Calling for the Authorization of the Competition Board (No: 2010/4)" has been fundamentally revamped. The old thresholds, which had become highly dysfunctional due to mounting inflationary pressures, currency fluctuations, and the nominal growth in company balance sheets, have been readjusted to reflect market reality. The amendments entered into force immediately upon publication and are fiercely anticipated to relieve the burden on the Turkish M&A (Mergers & Acquisitions) market.

At Ertuğ & Partners, we have analyzed the legal and commercial consequences of this threshold shift for both Foreign Direct Investors (FDI) and domestic holding structures.

Old vs. New Turnover Thresholds: How Much Have They Increased?

Under the Competition Authority's new regime, thresholds have been hiked by a staggering ratio of 3 to 4 times.

| Threshold Type | Old Threshold (2022-2025) | New Threshold (As of 2026) |

|---|---|---|

| Total Turkish Turnovers of Parties | 750 million TRY | 3 billion TRY |

| Turkish Turnover of At Least Two Parties (Individually) | 250 million TRY | 1 billion TRY |

| Turkish Turnover of the Target (Alternative Test) | 250 million TRY | 1 billion TRY |

| Worldwide Turnover of the Other Party | 3 billion TRY | 9 billion TRY |

Note: When calculating turnover thresholds, one must not only look at the exact parties of the transaction but the combined turnover of all entities controlled within the groups’ "economic unity."

Practical Reflections on Transaction Costs and Timelines

The most tangible consequence of this sheer increase is that mid-cap (Middle-Market) M&A transactions that previously triggered the "Mandatory Notification" radar are no longer subject to Board approval.

Time Efficiency: Board clearance processes ordinarily consumed 35-45 days, and sometimes stretched into months with additional Requests for Information (RFIs). This made Closing dates highly unpredictable. Now, for transactions remaining below the newly determined thresholds, Signing and Closing can occur simultaneously on the exact same day.

Cost Reduction: Completing the complex Board notification forms necessitates serious technical, economic, and legal labor. Smaller and medium-scale company acquisitions are now liberated from this regulatory cost.

The Board's Focal Point: The Turkish Competition Authority is shifting its review capacity away from transactions that nominally crossed the threshold but harbored zero anticompetitive effect. The Board will pivot its focus precisely to large-scale acquisitions that pose genuine trust and monopolization risks in oligopoly markets.

The Technology Undertaking Exception: Narrowed but Still Potent

Under the previous framework, to intercept what is broadly termed as "Killer Acquisitions" (large incumbents absorbing innovative but revenue-poor tech start-ups), a strict exception existed. For the acquisition of any technology undertaking operating or conducting R&D in Turkey (even without being established there), the lower threshold of "250 Million TRY" was entirely bypassed. The new Communiqué 2026/2 has circumscribed this exception with the "Resident in Turkey" criterion:

Circumscribed Scope: To fall under the exceptional scrutiny mechanism, the target company (the undertaking subject to acquisition) must now explicitly be established in Turkey and operating under Turkish law. Global tech firms whose sole interaction is providing digital access to users residing in Turkey can no longer be subjected to this exception arbitrarily (they will be subject solely to the general thresholds).

New Re-Adjusted Lower Threshold: For resident technology undertakings, the general lower threshold of "1 Billion TRY" has been set to an investment-friendly 250 Million TRY.

Who is in Scope? Companies operating in the fields of digital platforms, general and gaming software, fintech, biotechnology, health technologies, and agrochemicals.

Bureaucratic Simplification in the Notification Form

Another reform accelerating M&A procedures materialized in the simplification of the notification form itself:

1. Short Form for Low Market Shares: In transactions where the total combined market share in affected markets is beneath 20% (for horizontal mergers) and 30% (for vertical mergers), exceedingly detailed sections demanding analyses on entry barriers and competitors have been eradicated.

2. Convenience for Venture Capital / Private Equity Investors: During acquisitions executed by specialized funds, provided that the fund's portfolio has no other subsidiary competing with the target company, the mandatory form can now be completed with a much swifter and streamlined declaration.

Transitional Provisions and Ongoing Transactions (Additional Article 1)

What happens to notifications currently under review by the Board as of February 11, 2026, which fall below the newly elevated thresholds? Additional Article 1 supplies a blunt resolution: Even if notified under the old law, files yet to be decided that do not breach the new thresholds are being dropped ex officio by the Board through a decision of non-jurisdiction. Transacting parties can proceed immediately to Closing.

Recommendations for M&A Parties

In this newly ushered era, we strongly advise parties planning Mergers and Acquisitions to reassess the "Conditions Precedent" embedded within their Share Purchase Agreements (SPAs). Even if the target is an innovative tech firm, the likelihood of triggering the "Are we subject to Board clearance?" question must be scrupulously recalculated by experienced legal counsel in light of the new thresholds and the strict "resident in Turkey" doctrine.

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This article is compiled exclusively for baseline informational purposes concerning M&A dynamics and fundamentally does not portray legal opinion or advice.