The 2026 Merger Control Amendments: New Turnover Thresholds and What They Mean for Business

Communiqué No. 2026/2, published in the Official Gazette on 11 February 2026, substantially amended Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board. Thresholds that had lost their function through inflation and nominal balance sheet growth have been brought back into line with the market. The amendments took effect on the date of publication and are expected to ease the M&A market considerably.

We analyse below the legal and commercial consequences of the change for foreign direct investors and domestic groups alike.

Old and New Turnover Thresholds

The thresholds have been raised roughly threefold to fourfold.

Threshold	Previous (2022-2025)	New (from 2026)
Combined Turkish turnover of the parties	TRY 750 million	TRY 3 billion
Individual Turkish turnover of at least two parties	TRY 250 million	TRY 1 billion
Turkish turnover of one party (alternative test)	TRY 250 million	TRY 1 billion
Worldwide turnover of another party	TRY 3 billion	TRY 9 billion

Note: In calculating turnover, the figures of all companies within the economic unit (those controlling and controlled by the parties) are aggregated, not merely those of the parties themselves.

Practical Consequences for Transaction Cost and Timetable

The most tangible result is that mid-market transactions previously caught by the notification requirement now fall outside Board approval.

Time: Under Article 10 of Law No. 4054, following a preliminary review the Board must within fifteen days of notification either clear the transaction or take it into a final examination; if it takes no action within that period, the transaction becomes valid by deemed approval thirty days after notification. Files taken into final examination, or extended by requests for further information, could run to months. Transactions now below the thresholds can sign and close simultaneously.

Cost: Completing the notification form requires technical, economic and legal input. Small and mid-sized acquisitions are relieved of that cost.

Where the Board will focus: Freed from reviewing transactions that crossed a nominal threshold without affecting competition, the authority can concentrate on large acquisitions carrying genuine concentration risk in oligopolistic markets.

The Technology Undertaking Exception: Narrowed, Not Removed

The previous regime contained an exception designed to prevent "killer acquisitions": larger companies buying up innovative ventures before they generate revenue and withdrawing them from the market. Under Communiqué No. 2022/2, no lower threshold applied at all to acquisitions of technology undertakings. Communiqué No. 2026/2 reshapes that exception in two ways.

Narrower scope: The exception now applies only to technology undertakings established in Türkiye. Global technology companies that reach the Turkish market only through digital access from abroad cannot rely on it merely because they have users here; they are subject to the general thresholds.

A low threshold rather than no threshold: In transactions involving a technology undertaking established in Türkiye, the Turkish turnover threshold generally applied at TRY 1 billion applies instead at TRY 250 million. The threshold is reduced, not eliminated. This should not be confused with the previous rule under which no threshold was sought.

Which sectors are covered: Digital platforms, software including games, financial technologies, biotechnology, pharmacology, health technologies and agricultural chemicals.

Simplification of the Notification Form

Transactions with no affected market: Where the transaction creates no horizontal or vertical overlap between the parties (that is, where there is no market falling within the definition of an "affected market" in the notification form), the requirement to complete the detailed sections on entry barriers and competitor and market share analysis has been removed. The specific ratios defining an affected market are set out in the form itself and should be confirmed against its current text before filing.

Venture capital and private equity: Where a fund acquiring a target holds no competing portfolio company, the form may be completed through a shorter and simpler declaration.

Transitional Provision for Pending Notifications

What happens to notifications already under examination on 11 February 2026 that fall below the new, higher thresholds? Under the transitional provision, examination of files that have not yet been decided and that fall below the new thresholds is terminated by decision of the Board. The parties may proceed to closing.

Guidance for Transaction Parties

Parties planning a merger or acquisition should revisit the conditions precedent in their share purchase agreements. Whether the transaction requires Board approval should be recalculated against the new thresholds and, where a technology undertaking is involved, against the requirement that it be established in Türkiye.

This article is prepared for general information on M&A practice and does not constitute legal advice.

Last updated: 10 August 2026.