Who this page is for
This page is for foreign businesses whose transactions or conduct touch the Turkish market, even from a distance. You may be:
- An acquirer or investor who needs to know whether a deal must be cleared in Türkiye before closing;
- A company facing a Competition Authority investigation, a dawn raid, or a request for information;
- A group putting distribution, pricing or cooperation arrangements in place and wanting them to be lawful;
- A business that needs a compliance programme that actually holds up.
Turkish competition law is modelled on the EU regime, which makes it familiar — but it diverges in ways that catch foreign companies out, particularly on thresholds, timing and territorial reach.
Which of these is your situation?
The Turkish competition framework
The regime rests on Law No. 4054 on the Protection of Competition, enforced by the Turkish Competition Authority (Rekabet Kurumu) and its decision-making Competition Board. Three articles do most of the work: Article 4 prohibits anticompetitive agreements and concerted practices; Article 6 prohibits abuse of a dominant position; and Article 7 controls mergers and acquisitions, supplemented by Communiqué No. 2010/4.
For a deeper treatment, see our competition law compliance guide for foreign companies.
Merger control: when a deal must be notified
A transaction that produces a lasting change of control and meets the turnover thresholds must be notified to and cleared by the Competition Board before closing. The turnover thresholds in Communiqué 2010/4 are revised periodically by amending Communiqué, so the exact figures change over time. A filing is required where either combination is met:
A narrower special rule applies to technology undertakings based in Türkiye, where the Turkish-turnover thresholds can be waived. Because these figures and rules change, we re-test every live deal against the current text. Our companion guide is a detailed guide to merger filing thresholds for foreign acquirers.
The clearance procedure and the standstill obligation
Turkish merger control is suspensory: a notifiable deal must not close until cleared. Once a complete notification is filed, the Board runs a Phase I review of roughly 30 days; if it neither clears the deal nor opens an in-depth review in that period, the transaction is deemed cleared. Problematic deals move to a longer Phase II investigation, which can end in clearance, conditional clearance with commitments, or prohibition.
Foreign-to-foreign deals and the effects doctrine
One of the most common surprises for foreign acquirers is that a deal signed entirely outside Türkiye, between non-Turkish parties, can still need Turkish clearance. Under the effects doctrine in Article 2, what matters is whether the relevant Turkish turnover is generated and whether competition in Türkiye is affected — not where the parties are incorporated or where the contract is signed. We screen global deals for the Turkish leg early, before the closing date is fixed.
Anticompetitive agreements and abuse of dominance
Article 4 catches cartels (price-fixing, market sharing, bid rigging) and unlawful vertical restraints in distribution and supply. Certain agreements benefit from block or individual exemptions under Article 5 where efficiency conditions are met. Article 6 prohibits the abuse of a dominant position — excessive or predatory pricing, refusal to supply, discrimination and the like. The substantive test for mergers is the Significant Impediment to Effective Competition (SIEC) test under Article 7.
Distribution and cooperation arrangements are best fixed at the drafting stage; this connects to our commercial and distribution contracts work. Note that conduct that is unfair but not an antitrust breach is dealt with separately as unfair competition in Türkiye.
Common belief
A deal signed abroad between non-Turkish parties cannot need Turkish clearance.
In fact
It can. Under the effects doctrine in Article 2 of Law No. 4054, a foreign-to-foreign deal is caught whenever the relevant Turkish turnover is generated and competition in Türkiye is affected, even if neither party has a Turkish entity.
Common belief
You can close first and regularise the filing afterwards.
In fact
Turkish merger control is suspensory — a notifiable deal must not close until cleared. Closing early is gun-jumping: it carries fixed administrative fines plus possible daily periodic fines, and the transaction can be treated as legally ineffective in Türkiye until cleared.
Common belief
Antitrust and unfair competition are the same thing.
In fact
They are distinct regimes with distinct remedies. Antitrust under Law No. 4054 targets agreements, dominance and mergers that harm market competition; unfair competition under the Commercial Code targets dishonest commercial conduct between businesses, such as imitation or misleading practices.
Dawn raids and investigations: your rights and duties
The Authority can carry out on-site inspections (dawn raids) under Article 15 and request information under Article 14. Officers can examine records, including digital data and correspondence, on the premises. Obstructing an inspection or giving misleading information itself attracts fines.
Leniency, settlement and commitments
There are routes to reduce or avoid penalties. A leniency programme offers immunity or a reduction to a cartel member that self-reports and cooperates; settlement can shorten an investigation and cut the fine; and commitments can resolve concerns short of a full infringement decision. Choosing the right route, and the timing, is a strategic decision we make with you on the facts.
Fines and other consequences
The stakes are high. Administrative fines under Article 16 can reach up to 10% of the undertaking's annual gross turnover for the preceding financial year, with separate fines for managers in some cases. Gun-jumping carries its own fixed and daily penalties, anticompetitive agreements can be void and unenforceable, and third parties harmed by a breach can sue for damages. Reputational and deal-certainty costs add to the exposure.
Competition compliance programmes
The cheapest competition problem is the one you prevent. We build practical compliance programmes — training, clear do/don't rules for sales and procurement teams, contract templates, merger-screening checklists and a dawn-raid protocol — sized to your business and the sectors you operate in. For groups setting up in Türkiye, this dovetails with setting up a business in Türkiye as a foreign investor and company formation.
Handling it from abroad
Notifications, responses and defences can be run remotely. With a power of attorney granted from outside Türkiye, we prepare and file merger notifications, respond to information requests, and represent you before the Competition Board without you needing to travel — while we coordinate with your global counsel on multi-jurisdictional deals, including the M&A and corporate transactions side.
The core statute: Article 4 prohibits anticompetitive agreements and concerted practices, Article 6 abuse of a dominant position and Article 7 controls mergers, while Article 2 extends the regime on an effects basis to conduct and deals carried out abroad.
Sets the turnover thresholds that decide when a transaction must be notified to and cleared by the Competition Board before closing, including the special rule for technology undertakings; the figures are revised periodically by amending Communiqué.
How we handle a competition matter
Initial review and conflict check
We take the facts, run a conflict check, and tell you quickly whether you have a notification, an investigation or a compliance question on your hands.
Transaction and market assessment
We analyse turnover and the affected markets to determine whether a deal is notifiable in Türkiye, including the effects-doctrine question for offshore transactions.
Notifiability and risk opinion
You get a clear written opinion — notifiable or not, the SIEC risk, and the timetable — so the deal team can plan with certainty and a fixed fee.
Filing or defence
We prepare and file the merger notification, or build and submit the defence to an investigation, with the supporting economic argument.
Engaging with the Board
We manage communication with the Competition Board, respond to information requests, and steer timing through Phase I and any Phase II review.
Clearance or resolution
We secure clearance, negotiate commitments where needed, or work to close out an investigation on the best available terms.
Compliance follow-up
We put compliance measures and a dawn-raid protocol in place so the next deal or inspection is handled cleanly.
What to have ready
Before a first conversation about a Turkish competition matter, it helps to have the following gathered. None of it is a formality — the notifiability call and the timetable are built on exactly these facts.
Competition law in Türkiye — frequently asked questions
When does a deal need merger clearance in Türkiye?
When it produces a lasting change of control and meets the turnover thresholds in Communiqué 2010/4: broadly, either the parties' aggregate Turkish turnover plus two parties' individual Turkish turnover exceed the prescribed amounts, or one party's Turkish turnover and another party's worldwide turnover do. These figures are revised periodically, so we confirm the current thresholds for each deal. A special rule applies to Turkish technology undertakings.
Can a deal signed outside Türkiye still need Turkish clearance?
Yes. Under the effects doctrine in Article 2 of Law No. 4054, a foreign-to-foreign deal is caught whenever the relevant Turkish turnover is generated and competition in Türkiye is affected, even if neither party has a Turkish entity.
What happens if we close before getting clearance?
Closing a notifiable deal before clearance is gun-jumping. It carries fixed administrative fines plus possible daily periodic fines, and the transaction can be treated as legally ineffective in Türkiye until cleared.
How long does merger clearance take?
After a complete notification, the Board runs a Phase I review of roughly 30 days. If it neither clears the deal nor opens an in-depth review in that time, the deal is deemed cleared. Complex cases move to a longer Phase II investigation.
How large can competition fines be?
Administrative fines under Article 16 can reach up to 10% of the undertaking's annual gross turnover for the preceding year, with additional penalties for gun-jumping and for managers in certain cases, plus exposure to private damages claims.
What is a dawn raid and what are my rights?
It is an unannounced on-site inspection under Article 15, in which officers can examine records including digital data. You must cooperate, but you have rights too — obstruction itself is fined, so a prepared protocol that protects privilege and manages the process is essential.
What is the SIEC test?
The Significant Impediment to Effective Competition test under Article 7 is the standard the Board uses to assess mergers — whether the deal would significantly impede effective competition, in particular by creating or strengthening a dominant position.
Can we reduce a fine by self-reporting a cartel?
Yes. The leniency programme can give immunity or a reduction to a cartel participant that self-reports and cooperates. Settlement and commitments are other routes to limit exposure. The right choice and timing depend on the facts.
What is the difference between antitrust and unfair competition?
Antitrust under Law No. 4054 targets agreements, dominance and mergers that harm market competition. Unfair competition under the Commercial Code targets dishonest commercial conduct, such as imitation or misleading practices, between businesses. The two regimes and remedies are distinct.
Do we need a competition compliance programme?
If you operate in or sell into Türkiye, yes — it is far cheaper than an investigation. A practical programme covers training, clear rules for sales and procurement, contract templates, merger screening and a dawn-raid protocol, sized to your business.
Can you handle the filing if we are based abroad?
Yes. With a power of attorney granted abroad, we prepare and file the notification and represent you before the Competition Board remotely, coordinating with your global counsel on multi-jurisdictional deals.
