The amending Communiqué No. 2026/2 raised the general turnover thresholds in the Turkish M&A market significantly, bringing them into line with inflation. As a result, many mid-market acquisitions now fall outside the approval requirement. The regulator nonetheless preserved the special low threshold created for technology undertakings, while changing its scope.
What are the new boundaries of that exception for technology ventures and digital operators? And what should be considered in share purchase and shareholders' agreement processes to anticipate, or avoid, review by the Competition Board?
How the Exception Works
As a general rule, a transaction requires Board approval where the Turkish turnover of at least two parties separately exceeds TRY 1 billion. But the Competition Authority is concerned to prevent large technology companies from acquiring innovative ventures with the potential to become competitors, before they generate revenue, and withdrawing them from the market: a killer acquisition.
Because of that concern, where at least one party to the transaction is a technology undertaking established in Türkiye, the Turkish turnover threshold normally applied at TRY 1 billion applies instead at TRY 250 million. The threshold is lowered, not removed. (The distinction matters: under Communiqué No. 2022/2, no lower threshold was sought at all for technology undertakings. Communiqué No. 2026/2 confined the exception to undertakings established in Türkiye and replaced the absence of a threshold with one of TRY 250 million.)
So the sale of a biotechnology venture with Turkish turnover of TRY 350 million falls within the approval requirement because the technology exception applies, whereas a logistics company with the same turnover could be transferred without approval.
Which Companies Count as Technology Undertakings?
Under the definition in the Communiqué:
The fact that these sectors are listed specifically shows that not every company qualifies. There is a grey area: does a logistics company serving e-commerce count as a digital platform? The workable test is whether the company produces technology as a product or operates a platform as a marketplace. Traditional businesses that merely use technology as a tool in their operations fall outside.
The Key Change: The "Established in Türkiye" Requirement
Under the previous regime, any technology undertaking operating in Türkiye, conducting research and development here or serving users here fell within the exception, wherever in the world it was incorporated.
For example, a SaaS company headquartered in Ireland with TRY 500 million of turnover and users in Türkiye would be brought within the approval requirement when acquired by a US group.
The position now: The geographic scope has been narrowed. The exception applies only to technology undertakings established in Türkiye.
Worked Examples
Scenario 1: Turkish startup, foreign fund (exception applies)
A financial technology company established in Türkiye with Turkish turnover of TRY 400 million is to be acquired by a French private equity fund with worldwide turnover of TRY 15 billion. Because the target is a technology undertaking established in Türkiye, the standard lower threshold of TRY 1 billion applies instead at TRY 250 million. The transaction is notifiable.
Scenario 2: Foreign target, Turkish buyer (exception does not apply)
A US cybersecurity company has worldwide turnover of TRY 12 billion and Turkish turnover of TRY 300 million from corporate customers here. A Turkish group with turnover of TRY 8 billion proposes to acquire it. Although the target serves customers in Türkiye, it is not established in Türkiye, so the technology exception does not apply and the general threshold of TRY 1 billion governs. Since TRY 300 million falls below TRY 1 billion, the transaction is not notifiable.
Checklist for Managers and Investors
1. Resolve the question in diligence: Where the target's turnover falls between the new general thresholds of TRY 1 billion and TRY 3 billion, competition counsel should determine whether its activity falls squarely within the sectors listed in the Communiqué.
2. Protect the timetable: The periods in Article 10 of Law No. 4054 are frequently confused. Following a preliminary review, the Board must within fifteen days of notification either clear the transaction or take it into a final examination; where it is taken into final examination, the transaction is suspended and may not be implemented until the final decision. If the Board gives no response and takes no action within that period, the merger or acquisition takes effect and becomes legally valid thirty days after the date of notification (deemed approval). Because requests for further information extend the process in practice, the long-stop date in the share purchase agreement should be set with that possibility in mind.
3. Understand the limits of the notification duty correctly: A transaction below the thresholds is not notifiable and is not invalid for want of notification. The common concern that a below-threshold transaction can be unwound at any time is misplaced in that respect. Three points should not be missed, however:
4. Read Board practice separately from the statutory text: In competition law the boundaries are drawn in practice by the Board's decisional practice rather than by the wording of the statute, and nowhere more so than on gun jumping. In the Board's practice, gun jumping is not confined to closing without notifying at all: establishing de facto control over the target between filing and clearance (intervening in management decisions, directing commercial policy, exchanging competitively sensitive information) may also fall within it. A buyer that has signed but begun running the target while awaiting clearance is exposed, even though it has not technically closed. Interim covenants governing the parties' conduct in the pre-closing period are therefore among the provisions that most repay careful drafting.
A further note: Communiqué No. 2026/2 is relatively recent, and there is not yet a settled body of Board decisions showing how the new thresholds, in particular the "technology undertaking established in Türkiye" criterion, will be interpreted. In borderline cases, such as the acquisition of a foreign technology group with a Turkish subsidiary, it is unwise to conclude from the bare wording that no filing is required. The Board's current guidelines and the first decisions to emerge should be monitored.
4. Use the simplified form: Venture capital and private equity investors whose portfolios contain no competing or vertically related holding may complete the notification through the significantly shorter form.
This article is prepared for general information on merger and acquisition practice and does not constitute legal advice.
Last updated: 10 August 2026.