Cross-Border M&A and Merger Control in Turkey: Competition Board Clearance, Turnover Thresholds & Gun-Jumping Risks
Mergers, acquisitions, and joint ventures involving companies operating in Turkey or generating revenues from the Turkish market are strictly regulated by the Turkish Competition Authority (Rekabet Kurumu) pursuant to Article 7 of Law No. 4054 on the Protection of Competition and Communique No. 2010/4. When transaction counterparties exceed statutory turnover thresholds, obtaining prior formal clearance from the Competition Board is mandatory before closing. Executing transactions without mandatory clearance (known as 'gun-jumping') renders agreements legally invalid in Turkish courts and triggers statutory fines equal to 0.1% of the parties' annual turnover (Law 4054 art. 16/1-b). This guide provides an in-depth analysis of mandatory notification thresholds, the technology enterprise exemption, Phase I vs. Phase II reviews, and gun-jumping defenses.
1. Notification Duty and Mandatory Turnover Thresholds (Communiqué No. 2010/4, art. 7)
Before a merger or acquisition can take legal effect and be closed, a filing with the Turkish Competition Board is mandatory whenever at least one of the turnover thresholds set out in article 7 of Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of the Competition Board is exceeded.
Law No. 4054 and the Communiqué apply two alternative threshold tests:
| Threshold test | Statutory turnover criteria | Legal assessment and consequence |
|---|---|---|
| 1. First alternative threshold (general test) | The parties' aggregate Turkish turnover exceeds TRY 3 billion AND the Turkish turnover of at least two of the parties each separately exceeds TRY 1 billion | Where at least two of the parties carry on significant activity in Türkiye, Board clearance is MANDATORY. |
| 2. Second alternative threshold (one-sided / target test) | In acquisitions, the Turkish turnover of the assets or business being transferred exceeds TRY 1 billion AND the worldwide turnover of at least one of the other parties exceeds TRY 9 billion | Board clearance is MANDATORY where a large global buyer acquires a mid-sized or large Turkish target. |
| Special threshold for technology undertakings | Where the party being transferred is a technology undertaking established in Türkiye, the TRY 1 billion Turkish turnover thresholds above apply to it as TRY 250 million | The threshold is not removed, it is lowered: the undertaking being transferred must still reach TRY 250 million of Turkish turnover. |
Turnover is calculated on the basis of the 'economic entity' — that is, group turnover, taking in the parties' parent companies, subsidiaries and affiliates. The figure is not confined to sales invoiced in Türkiye: what is aggregated is net sales revenue, stripped of intra-group transactions.
2. The Special Regime for Technology Undertakings (the Killer-Acquisition Rule)
On 4 March 2022 the Turkish Competition Authority made a far-reaching amendment to Communiqué No. 2010/4, bringing acquisitions in digital markets and the technology sector under close scrutiny.
That 2022 amendment had removed the local turnover threshold altogether for technology undertakings. That regime is no longer in force. Article 7 of the Communiqué was rewritten in full by the amendment of 11 February 2026, moving from removing the threshold to lowering it: under art. 7/2, where at least one of the parties to the transaction is a technology undertaking established in Türkiye, the TRY 1 billion thresholds in sub-paragraphs (a) and (b) of the first paragraph apply as TRY 250 million for the party being transferred. The acquisition of a zero-turnover start-up is therefore not notifiable merely because the buyer's turnover is high; the undertaking being transferred must itself reach TRY 250 million of Turkish turnover.
The definition of a technology undertaking also changed on 11 February 2026. Article 4/1(e) of the Communiqué today lists the following fields: digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agricultural chemicals and health technologies. Artificial intelligence does not appear in that list as a separate item; an AI venture falls within the scope only in so far as it belongs to one of the listed fields, such as software.
The purposes behind this special regime are:
- Preventing early-stage start-ups from being swallowed (killer acquisitions): stopping large technology companies from buying up, at an early stage and in order to eliminate future competition, start-ups that are still pre-commercial and have zero or very low turnover but high market potential.
- Scrutiny of user base and data power: reviewing the risk of market concentration created by technology ventures that generate no turnover but hold the data of millions of users, an algorithm or a patent portfolio.
What is decisive under the rules as they now stand is therefore not the acquisition price but the Turkish turnover of the undertaking being transferred: if a technology undertaking established in Türkiye exceeds the reduced TRY 250 million threshold the transaction is notifiable; if it does not, the transaction is not notifiable whatever the buyer's turnover.
3. Closing Without Clearance (Gun-Jumping): Sanctions and Legal Consequences
Where a transaction that requires mandatory clearance from the Competition Board is in fact completed before formal clearance is issued — by signing the share transfer agreement, paying the price, taking control of the board of directors or beginning operational integration — competition law calls this 'gun-jumping' (early closing).
Once gun-jumping is established, Law No. 4054 brings three tiers of sanction into play:
- Administrative fine (art. 16/1-b): In acquisitions carried out without Board clearance the fine is imposed on the acquirer, and in mergers on both parties, at a rate of one per thousand (0.1%) of their annual gross revenues (turnover) generated at the end of the financial year preceding the date of the decision; the fine may not fall below the annually revalued statutory floor — TRY 302,484.86 for 1/1/2026 – 31/12/2026 under Competition Authority Communiqué 2026/1 (the TRY 10,000 figure in art. 16 is the un-revalued 2008 nominal amount). (The rate of five per thousand belongs solely to the obstruction of an on-site inspection, that is, to sub-paragraph 16/1-d.) No restriction of competition needs to be shown for this fine: the procedural breach on its own is enough.
- Suspended invalidity of the transaction (art. 7 and art. 27 of the Turkish Code of Obligations): Until Board clearance is granted, share transfers, general assembly resolutions and signature circulars are in a state of 'suspended invalidity'. No valid transfer of title is recognised before the Trade Registry Directorates or the Turkish courts.
- Separation and divestment order (unwinding — art. 11): If, on the review it subsequently carries out, the Board concludes that the merger significantly lessens effective competition, it orders the transaction to be undone in full, the acquired shares to be sold to third parties and the companies to be separated forthwith.
Mergers of foreign parent companies carried out abroad are not subject to Turkish Competition Board clearance.
Wrong. If the merger of foreign companies produces a direct or indirect commercial effect in the Turkish market and the turnover thresholds are exceeded, clearance from the Turkish Competition Board is mandatory.
Buying an early-stage technology start-up that has no turnover yet does not require Competition Board clearance.
Wrong. Since 2022 the local turnover threshold for technology undertakings has not been removed but lowered: since 11 February 2026 the TRY 1 billion threshold applies as TRY 250 million for the technology undertaking being transferred. The acquisition of a zero-turnover venture is not notifiable merely because the buyer's turnover is high.
The share transfer agreement can be signed and the price paid, so long as only the Trade Registry filing waits for the Board's decision.
Wrong. If the share price is paid or actual operational control passes before clearance, that counts as gun-jumping and a fine of one per thousand of turnover follows.
4. The Notification File and the Two Phases of Review (Phase I and Phase II)
An application for clearance to the Competition Board goes through a two-stage administrative review:
- Preparing the notification form: The parties file a detailed dossier in the standard format annexed to Communiqué No. 2010/4, setting out the relevant product market and geographic market definitions, market shares, competitors' capacities, vertical supply-chain relationships and the economic benefits expected from the transaction.
- Phase I review (preliminary examination — 15 days): Within fifteen days of the date on which the complete notification form enters the Authority's records, the Board either grants clearance following its preliminary examination or takes the transaction into a final examination. If the Board takes no action within that period, the agreement enters into force tacitly 30 days after the notification date. Where market shares fall below the concentration thresholds and there is no distortive effect on competition, final clearance is granted directly.
- Phase II review (final examination — 6 months): If the transaction raises a concern that it will create a dominant position or significantly impede effective competition (SIEC), the file is taken into a final examination. This process can run to six months, and the parties may need to offer structural or behavioural commitments (remedies) to address the competition concerns.
For competition risk analysis, due diligence and notification work on mergers and acquisitions, you can speak to our corporate and M&A team.
Governs the prohibition on creating dominance or significantly lessening effective competition through mergers and acquisitions, the clearance requirement and gun-jumping fines.
Sets the mandatory notification turnover thresholds, the special threshold for technology undertakings and the notification form standards.
Pre-notification checklist for merger clearance
Steps to complete before the share transfer agreement is signed and the filing is made:
Frequently asked questions
How long does a Competition Board clearance application take?
Within fifteen days of the complete notification entering its records, the Board either grants clearance following its preliminary examination or takes the transaction into a final examination (Law No. 4054, art. 10). If the Board takes no action within that period, the agreement enters into force tacitly 30 days after the notification date. In practice most standard filings are concluded within four to six weeks.
Who pays the gun-jumping fine?
Under art. 16 of Law No. 4054 the administrative fine is imposed on the acquirer in acquisitions, and separately on each of the merging companies in mergers.
Does setting up a joint venture need Competition Board clearance?
Yes. Full-function joint ventures, meaning those that will permanently perform all the functions of an autonomous economic entity, are subject to Board clearance in the same way as mergers and acquisitions once the turnover thresholds are exceeded.
