Notification Comes Earlier Than You Think: Turkey’s New Merger-Control Thresholds and the Tech Exception

Two technology companies were discussing what looked like a small merger. Their turnover was modest; “we’re not big enough to concern the Competition Board,” they assumed, and closed without notifying. But one of them was a “technology undertaking” established in Turkey, and the new regime that took effect on 11 February 2026 had pulled the turnover threshold for exactly this kind of deal far lower. The result: a deal closed without notification, legally in limbo. The problem wasn’t scale; it was not noticing the rule had changed.

Under Turkish competition law, mergers and acquisitions above certain sizes must be notified to and cleared by the Competition Board before closing. A deal that closes above the thresholds without clearance does not become legally valid and creates administrative-fine exposure. Communiqué No. 2026/2, amending Communiqué No. 2010/4 (Official Gazette, 11 February 2026), both raised the thresholds and introduced a critical special rule for technology companies. In this piece, we set out a clear framework for when a deal is notifiable.

The New Turnover Thresholds

The thresholds updated by Communiqué 2026/2 are: one party’s Turkish turnover exceeding TRY 1 billion and the parties’ combined Turkish turnover exceeding TRY 3 billion; or the worldwide turnover of the acquired/merging party exceeding TRY 9 billion. These matter enough to make the “our deal is small” instinct unreliable — because the threshold test looks not at deal value but at the parties’ group turnover.

The Real Change: The Technology-Undertaking Exception

This is the critical novelty. Where at least one party is a technology undertaking established in Turkey — or the deal involves acquiring such an undertaking — the TRY 1 billion party threshold is applied as TRY 250 million for the relevant party. In other words, in deals involving technology companies the notification duty arises at a far lower turnover.

The Communiqué defines “technology undertaking” broadly: undertakings active in digital platforms, software and game software, financial technologies, biotechnology, pharmacology, agricultural chemicals, and health technologies. Almost the entire audience Vircon works with falls inside this definition — which is why the “we’re small, no filing needed” assumption is now far more dangerous.

Why It Matters: The Cost of Closing Without Clearance

A deal that closes above the thresholds without clearance (gun-jumping) creates two problems: the deal does not acquire legal validity, and the parties may face turnover-based administrative fines. In a later funding round or sale, a transaction completed without clearance shows up directly as a red flag during due diligence. So this is not only today’s problem — it’s the next round’s problem too.

Is a Deal Notifiable? A Quick Checklist

Before signing, work through these steps:

• Calculate turnover correctly — add up the Turkish and worldwide turnover of the group, not just the party company.
• Is it a technology undertaking? — is a party in software, fintech, gaming, biotech, health tech, etc.? If so, apply the TRY 250 million threshold.
• Is control changing? — notification arises on a “lasting change of control”; even a minority investment can confer control in some cases.
• Plan the timing — clearance is a condition of closing; build the calendar around it, don’t “close first and notify later.”
• When in doubt, ask — the threshold calculation and “control” analysis are technical; the cost of error can exceed the deal itself.

A Small-Looking Deal, a Potentially Large Obligation

The new regime took merger notification in tech deals out of the “big-company” box; the TRY 250 million threshold sweeps in many growing startups. The good news: it need not be a surprise. The threshold analysis is a half-day check before signing; skipping it can haunt a deal years later. Clarify the competition side before closing, with the same rigor you’d bring to acquiring a company.

Planning a deal? Let’s run the threshold and notification analysis before closing. Schedule a call →

Frequently Asked Questions

What are the new turnover thresholds?
A party’s Turkish turnover of TRY 1 billion, combined Turkish turnover of TRY 3 billion, and worldwide turnover of TRY 9 billion (Communiqué 2026/2).

What changes for technology companies?
If a party is a Turkey-based technology undertaking, the TRY 1 billion party threshold is applied as TRY 250 million.

What if I close without clearance?
The deal does not acquire legal validity and risks turnover-based fines; it also surfaces as a finding in a later due diligence.

Sources

• Communiqué on Mergers and Acquisitions Requiring Competition Board Approval (No. 2026/2, OG 11.02.2026): https://www.alomaliye.com/2026/02/11/rekabet-kurulundan-izin-alinmasi-gereken-birlesme-ve-devralmalar-no-2026-2/
• Paksoy — Increased Turnover Thresholds and the Special Rule for Technology Undertakings: https://paksoy.av.tr/2026/02/rekabet-kurulundan-birlesme-ve-devralma-duzenlemesi-artan-ciro-esikleri-ve-teknoloji-tesebbuslerine-yonelik-ozel-duzenleme/
• Turkish Competition Authority: https://www.rekabet.gov.tr/

This article is for general information only and does not constitute legal advice. For a specific situation, please consult Vircon Legal.