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The rules governing technology undertakings in Turkey changed significantly in early 2026, and any foreign buyer planning a tech M&A deal, joint venture, or carve‑out involving a Turkish target now faces a materially different notification landscape. The Turkish Competition Authority (TCA) published amendments to its Communiqué on Mergers and Acquisitions Subject to the Approval of the Competition Board (Communiqué No. 2010/4), raising standard turnover thresholds while simultaneously introducing a dedicated regime for transactions involving technology undertakings. These 2026 merger control amendments mean that certain acquisitions of low‑turnover tech targets, previously outside the TCA’s mandatory filing net, may now require pre‑closing notification.
For deal teams at multinational corporates and private‑equity sponsors, understanding whether a target qualifies as a technology undertaking, and what that classification triggers, is no longer optional due diligence, it is a gating item on the critical path to closing.
In most cases, yes. The 2026 amendments expanded the TCA’s reach over technology transactions by creating a separate notification test for technology undertakings that operates alongside, and in some circumstances below, the standard turnover thresholds. A transaction that would previously have fallen beneath the radar because the Turkish target generated minimal domestic revenue may now be caught if the target meets the technology undertaking definition and the acquirer’s group turnover exceeds the relevant global threshold.
The practical effect is asymmetric: large foreign acquirers buying innovative Turkish start‑ups or platform businesses are the primary group affected. Smaller, purely domestic transactions without a technology component continue to be assessed under the revised (and higher) standard thresholds.
If your target operates in Türkiye and its core activities involve digital platforms, software, data analytics, fintech, biotech, or similar technology‑driven services, assume you must analyse the technology undertaking test, even if the target’s Turkish turnover is below the standard filing thresholds. Move to the decision tree and checklist in Section 6 below for a structured assessment.
Turkish merger control is governed by the Act on the Protection of Competition (Law No. 4054) and its implementing secondary legislation, principally Communiqué No. 2010/4. The TCA has exclusive jurisdiction over pre‑merger notification and clearance. Transactions that meet the prescribed thresholds cannot be completed before the TCA grants approval or the statutory waiting period expires without a decision.
The 2026 amendments to Communiqué No. 2010/4 introduced three headline changes relevant to foreign investors pursuing tech M&A in Turkey. First, the standard domestic and global turnover thresholds were increased, reflecting inflation and market growth. Second, a formal definition of “technology undertaking” was codified in the Communiqué, replacing what had previously been an informal, practice‑driven concept. Third, a dedicated notification obligation was introduced for acquisitions involving technology undertakings, applying even where the target’s own Turkish turnover falls below the revised standard thresholds, provided the acquirer’s worldwide group turnover exceeds a specified level.
These changes align Türkiye with a broader international trend. The European Commission, Germany’s Bundeskartellamt, and several other authorities have adopted or proposed similar value‑based or innovation‑based merger filing thresholds designed to capture so‑called “killer acquisitions” in the technology sector. The TCA’s approach, however, retains several Turkey‑specific features, notably the emphasis on activities conducted within Türkiye and the technology undertaking criteria outlined in the Communiqué, that make jurisdiction‑specific analysis essential.
| Date | Instrument | Practical Effect |
|---|---|---|
| 2010 (original) | Communiqué No. 2010/4 published in the Official Gazette | Established the baseline Turkish merger control regime and standard turnover thresholds |
| 2022 | Amendment to Communiqué No. 2010/4, first introduction of technology undertaking concept | Created an initial framework for technology undertakings; applied on a case‑by‑case basis |
| February 2026 | 2026 Amendment to Communiqué No. 2010/4, published in the Official Gazette | Raised standard turnover thresholds; codified the technology undertaking definition; introduced dedicated filing obligation for qualifying tech acquisitions |
The technology undertaking definition introduced by the 2026 amendments is a functional, activity‑based test, not a simple sector label. An undertaking is not classified as a “technology undertaking” merely because it operates in the IT sector. Instead, the TCA examines whether the entity’s primary activities, assets, or competitive significance derive from technology‑related functions performed in or directed towards Türkiye.
Under the amended Communiqué, a technology undertaking is broadly defined as an entity whose activities encompass the development, provision, or operation of technology‑based products, services, or platforms, including but not limited to digital marketplaces, software-as-a-service, data analytics, fintech infrastructure, health technology, and biotechnology. The definition is intentionally broad, and the TCA retains discretion to apply it based on substance over form.
In practice, industry observers note that the TCA considers five principal indicators when determining whether a target qualifies as a technology undertaking:
No single factor is determinative. The TCA applies a holistic assessment, and a target that scores highly on two or three indicators may be classified as a technology undertaking even if it does not meet all five.
Clear cases include Turkish SaaS companies, e‑commerce marketplaces, fintech payment platforms, and ride‑hailing or food‑delivery apps with substantial Turkish user bases. Borderline cases, where deal teams should seek specialist advice, include biotech firms with limited Turkish revenue but significant local clinical data, hardware manufacturers with embedded proprietary software, and traditional businesses undergoing digital transformation where the technology component is ancillary rather than core. The TCA has signalled that it will look through corporate structures and assess the substance of the target’s activities, meaning that a holding company or SPV may still be treated as a technology undertaking if its underlying assets meet the criteria.
The 2026 amendments restructured the TCA merger thresholds into two parallel tracks. The standard track retains the familiar two‑limb turnover test (combined Turkish turnover of the parties plus individual Turkish turnover of at least one party exceeding the prescribed minimums), with thresholds now set at higher TRY‑denominated levels to account for inflation. The technology undertaking track introduces a supplementary filing obligation for transactions involving a target that qualifies as a technology undertaking, even where that target’s own Turkish turnover falls below the standard thresholds, provided the acquirer’s worldwide turnover exceeds the specified global threshold.
The practical consequence is that foreign acquirers with large global revenues (the typical profile for multinational tech buyers and PE sponsors) can no longer assume that a small Turkish tech target is filing‑exempt.
| Transaction Type | Notification Required? | Typical Review Timeline / Notes |
|---|---|---|
| Acquisition of a non‑tech target meeting standard turnover thresholds | Yes, if both limbs of the turnover test are met | Phase I: 30 calendar days from complete notification; Phase II possible if concerns arise |
| Acquisition of a Turkey‑established technology undertaking with low domestic turnover | Likely yes, the technology undertaking exception can bring smaller targets within scope where the acquirer’s global turnover exceeds the threshold | TCA tends to request additional market and data evidence; review timeline may extend |
| Minority stake or asset acquisition (carve‑out) in a tech business | Depends on whether the transaction confers control or materially changes competitive relationships | Case‑by‑case; early engagement with TCA advisable if close to thresholds |
Determining whether to notify the TCA for a technology transaction requires a structured, stepwise analysis. The following checklist is designed for deal teams conducting their initial merger notification assessment for Turkey.
The TCA’s Standard Notification Form requires detailed information about the parties, the transaction structure, affected markets, and competitive overlaps. For filings involving technology undertakings, deal teams should expect to provide supplementary exhibits covering Turkish user metrics (monthly active users, daily active users, registered accounts), revenue segmentation by product line and geography, data processing activities and data localisation arrangements, and any exclusivity or interoperability agreements. Confidentiality requests can be submitted alongside the notification but should be prepared in advance, as the TCA may publish a non‑confidential summary. The form is submitted electronically through the TCA’s online portal.
Foreign buyers pursuing tech M&A in Turkey have several structural levers available to manage Turkish merger control risk. The choice between them depends on the commercial objectives, the target’s profile, and the acquirer’s risk appetite.
Carve‑outs and asset deals. Acquiring specific technology assets (IP, source code, data sets) rather than the entire entity may, in certain circumstances, avoid triggering the technology undertaking test, provided the carved‑out assets do not themselves constitute an undertaking with autonomous market presence. This approach carries execution risk: the TCA looks through form to substance, and a carve‑out that effectively transfers the target’s competitive position will likely still require notification.
Staged or conditional acquisitions. Structuring the deal as a minority investment followed by a call option or put/call mechanism can defer the filing obligation to the point at which control actually transfers. This is commercially useful where the buyer wants to secure economics early but is prepared to delay control. The key risk is that the TCA may treat certain minority stakes, particularly those with board appointment rights, veto powers over strategic decisions, or access to competitively sensitive information, as conferring de facto control.
Licence agreements versus full acquisition. In some cases, licensing the target’s technology rather than acquiring the entity avoids the merger control regime entirely. This option suits buyers whose primary objective is technology access rather than market entry. However, an exclusive, long‑term licence that effectively replicates ownership may be reclassified by the TCA as a concentration.
| Structuring Option | Pros | Cons |
|---|---|---|
| Asset carve‑out (IP / data only) | May fall outside notification scope; faster execution if no filing required | TCA may look through the structure; execution complexity; may not capture full competitive value |
| Staged minority‑to‑control acquisition | Defers filing to control transfer; allows commercial relationship building | Interim governance rights may trigger early filing; longer overall timeline |
Deal agreements for transactions potentially subject to Turkish merger control should include protective provisions. The following language is illustrative only and should be adapted by local counsel:
Early engagement with Turkish competition law counsel is strongly advisable, ideally at the LOI or term‑sheet stage. The TCA permits informal pre‑notification contacts, which can be used to test jurisdictional questions (e.g., whether the target qualifies as a technology undertaking) and to discuss market definition issues before the formal filing clock starts. Pre‑notification meetings do not bind the TCA but can significantly reduce the risk of an incomplete filing or unexpected RFIs post‑submission.
In its substantive review of technology transactions, the TCA focuses on several categories of evidence and competitive concerns that deal teams should anticipate and prepare for during due diligence:
Deal teams should compile these data points during due diligence and include them as standard exhibits in any TCA notification. Incomplete or delayed responses to RFIs on these topics are the most common cause of extended review timelines in Turkish technology undertaking cases.
The following checklist summarises the key actions, responsible parties, and timing for managing TCA notification risk in a technology transaction:
The 2026 amendments to Turkey’s merger control regime have expanded the TCA’s jurisdiction over technology transactions in a way that directly affects foreign buyers. Understanding whether your target qualifies as a technology undertaking, determining which filing track applies, and structuring the deal for regulatory efficiency are now essential elements of any tech M&A playbook for Türkiye. Deal teams should integrate TCA analysis into their earliest due diligence workflows and engage specialist Turkish competition counsel before signing. To discuss how these rules apply to a specific transaction, find a Turkey competition lawyer through the Global Law Experts directory.
This article provides general guidance on Turkish competition law and does not constitute formal legal advice. Specific transactions should be assessed on their individual facts with the assistance of qualified Turkish competition counsel. Last reviewed: June 29, 2026.
This article was produced by Global Law Experts. For specialist advice on this topic, contact Oğuzkan Güzel at Guzel Law Office, a member of the Global Law Experts network.
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