How to Propose Commitments to the Turkish Competition Authority: Step‑by‑step Guide (2026)

Understanding how to propose commitments to the Turkish Competition Authority (TCA, or Rekabet Kurumu) is now a critical skill for any general counsel or compliance lead operating in Turkey. A “commitment” is a binding undertaking offered by a business under investigation to remedy a competition concern, without the TCA needing to impose a formal sanction or fine. Governed by Law No. 4054 on the Protection of Competition and the TCA Communiqué on Commitments, this mechanism has gained significant momentum in the TCA settlement process 2026 cycle, with the Board accepting a growing number of sector‑wide and multi‑party proposals.

This guide provides the complete commitment procedure Turkey practitioners need: eligibility criteria, a step‑by‑step submission roadmap, required documents, a realistic timeline, indicative costs, and the key 2026 developments reshaping how settlements with Rekabet Kurumu are negotiated.

Overview of the Commitment Procedure and Who It Applies To

Under Turkish competition law, a commitment is a voluntary proposal made by one or more undertakings to modify their commercial conduct, divest assets, or adopt other remedial measures that address the TCA’s competition concerns. The legal basis is found in Law No. 4054, which empowers the TCA Board to accept commitments and render them legally binding on the proposing parties. The detailed procedural rules are set out in the TCA Communiqué on Commitments, published in the Official Gazette (Resmî Gazete).

Commitments may be proposed during both preliminary investigations (ön araştırma) and fully‑fledged investigations (soruşturma). Any undertaking that is subject to, or at risk of, a TCA probe, whether a domestic company, a foreign subsidiary operating in Turkey, or a multinational group, can offer commitments through its authorised legal representative. The policy rationale is straightforward: commitments allow competition concerns to be resolved faster and with greater certainty than a contested enforcement decision, freeing both the TCA’s resources and the company’s management from a protracted investigation.

Importantly, commitments are not limited to conduct investigations involving agreements or abuse of dominance. Industry observers expect the TCA to increasingly consider investment or behavioural commitments in merger control proceedings as well, particularly where remedies are needed to secure clearance. This reflects the broader trend, consistent with European Commission and OECD best practice, of using negotiated remedies as an efficient enforcement tool.

Commitment vs Settlement vs Leniency, A Quick Comparison

The commitment procedure is distinct from both leniency applications and formal settlement processes. A leniency application is available only in cartel cases: the first applicant that discloses an unknown cartel to the TCA may receive full immunity from fines, while subsequent applicants receive graduated reductions. Leniency is about admitting participation and cooperating in exchange for fine reduction. A commitment, by contrast, does not require an admission of infringement, the undertaking proposes remedial measures to address the TCA’s concerns, and if accepted, the investigation is closed without a finding of violation.

A settlement in TCA practice generally refers to a negotiated resolution in which the undertaking acknowledges the competition concern and agrees to specific obligations, often in exchange for a shortened procedure and potential reduction of any administrative fine. Choosing between these pathways depends on the nature of the alleged conduct, the strength of the evidence, and strategic considerations. Commitment proposals are typically most attractive where the undertaking wants to avoid a formal infringement finding and can offer meaningful remedies.

Eligibility and Prerequisites for Proposing Commitments to the Turkish Competition Authority

Not every investigation is suitable for a commitment proposal. Before investing in the drafting process, in‑house counsel must confirm that the matter meets the TCA’s eligibility criteria and that internal decision‑makers are aligned. The commitment procedure Turkey practitioners follow requires attention to both timing and authority.

When During an Investigation You Must Notify the TCA

The critical timing question is this: at what stage of the investigation can you propose commitments? Under the TCA Communiqué on Commitments, undertakings may offer commitments during either the preliminary investigation phase or the fully‑fledged investigation phase. In practice, the TCA itself may invite parties to consider commitments at the outset of a probe. The commonly cited practice is that a commitment request should be submitted no later than three months following service of the investigation notice, though the exact deadline should be verified against the specific notice received in each case, as the TCA Board retains discretion.

Practically, the timeline triggers are as follows. If the TCA sends a preliminary investigation notice, the undertaking should begin its internal eligibility assessment immediately and aim to signal its willingness to offer commitments within the first 30 days. If a fully‑fledged investigation is opened, the three‑month window from service of the investigation notice is the operative deadline. Waiting beyond this point risks the TCA declining to consider commitments at all, as the investigation will have progressed to a stage where the Board may prefer to issue a final decision.

Foreign companies and multinational groups are eligible to propose commitments, provided they are properly represented. A foreign parent company may propose commitments on behalf of its Turkish subsidiary, or alongside the subsidiary as a co‑proposer, as long as the necessary authorisation documents are in place.

Who Must Sign and How

The commitment proposal must be signed by an authorised representative of the undertaking. This is typically a director or officer empowered by a corporate resolution, or external counsel holding a valid, notarised power of attorney. For multi‑party commitments, where two or more undertakings jointly propose remedies, each party must separately authorise the proposal and sign the commitment text. If external counsel is acting on behalf of a foreign parent, the power of attorney should be notarised and, where necessary, apostilled for use in Turkey.

Step‑by‑Step Procedure for Proposing Commitments to the TCA

The following six steps represent the standard commitment procedure Turkey practitioners should follow, from the initial internal decision through to Board acceptance or rejection. The table below provides a summary view of the full process; the detailed guidance for each step follows.

Step 1: Conduct an Early Assessment and Decide Internally Whether to Offer Commitments

As soon as the undertaking receives an investigation notice, or becomes aware of a preliminary examination, it should convene a cross‑functional team comprising in‑house legal counsel, external competition counsel, and relevant business unit leaders. The purpose of this meeting is to assess whether the commitment route is strategically viable. Key questions include: What is the TCA’s likely theory of harm? Can the undertaking design a remedy that genuinely addresses the competition concern? Is the evidentiary position strong enough to contest the investigation instead? The internal authorisation checklist should cover board‑level approval to pursue commitments, confirmation of budget, identification of the authorised signatory, and appointment of external counsel.

Step 2: Request an Optional Pre‑Notification Meeting with the TCA

Before formal submission, it is advisable, though not mandatory, to request an informal meeting or exchange with the TCA investigation team. This pre‑notification engagement allows counsel to gauge the TCA’s receptivity to a commitment proposal, understand the scope of the competition concern, and identify what types of remedies the Board is likely to consider adequate. The request can be made by letter or email to the investigation unit, referencing the case number. Early indications suggest that the TCA has been increasingly open to these informal contacts, particularly for complex or multi‑party matters.

Step 3: Draft the Commitment Proposal and Assemble Supporting Evidence

The commitment proposal is the centrepiece of the process. It must be drafted with precision, clearly articulating the proposed remedy and demonstrating its sufficiency to address the TCA’s concerns. The submission should include an executive summary of the facts and proposed remedy (typically 2–4 pages), the full legally binding commitment text with defined obligations and timelines, a statement of facts and chronology, the supporting evidence bundle, and a legal and economic analysis covering market definition, competitive effects, and remedial sufficiency. If the commitment involves structural changes such as divestiture, a financial and implementation plan is essential. All documents should be provided in both a confidential and a public (redacted) version.

Step 4: Submit the Proposal Formally to the TCA Investigation Unit

The formal written submission must be delivered to the TCA investigation unit by registered mail and email, referencing the investigation number. The submission should include a cover letter signed by the authorised representative, all supporting documents (see the required documents table in the next section), a power of attorney or authorisation letter for external counsel, and a confidentiality and redaction matrix explaining which passages are designated as business secrets. The submission date becomes “Day 0” for the TCA’s review timeline.

Step 5: Respond to TCA Evaluation, Information Requests and Negotiation

Following submission, the TCA investigation team will review the proposal and is likely to issue one or more rounds of information requests or clarification questions. This evaluation period typically takes 2–8 weeks for initial feedback. Thereafter, the process enters a negotiation phase, often the most demanding stage. The TCA may request modifications to the scope, duration, or monitoring mechanism of the proposed commitments. Multiple rounds of revised proposals may be exchanged over a period of 2–12 weeks. Counsel should respond promptly to each request and maintain a negotiation log, as delays can jeopardise the commitment procedure.

Step 6: Receive the Board Decision, Acceptance or Rejection, and Next Steps

Once the TCA investigation team and the undertaking have reached agreement on the final terms, the proposal is submitted to the TCA Board for a formal decision. The Board typically issues its decision within 4–12 weeks of receiving the final proposal. If the commitments are accepted, the Board adopts a binding decision, the investigation is closed, and the undertaking must implement the commitments according to the agreed schedule. Monitoring obligations, whether through self‑reporting, an independent monitor, or periodic TCA audits, commence immediately.

If the commitments are rejected, the investigation continues on its original track. The TCA may proceed to a hearing and issue a final decision that could include administrative fines of up to 10% of the undertaking’s Turkish turnover. In this scenario, the undertaking retains the right to contest the decision before the administrative courts. It is also possible to submit revised commitments during the investigation, though the TCA is under no obligation to accept them at that stage.

Commitment Proposal Documents: What to Include in Your Submission

A well‑prepared document package is essential for a credible commitment proposal. Incomplete or poorly organised submissions are a leading cause of rejection or delay. The table below lists the core commitment proposal documents that should accompany every formal submission to the TCA. Additional materials may be required depending on the nature of the remedy and the sector involved.

Each document should be submitted in Turkish, the TCA’s official working language, though supplementary materials in English may be accepted alongside a Turkish translation. Where foreign documents require authentication, notarisation and apostille should be completed well in advance to avoid last‑minute delays. Keeping a master index of all filed documents, with version numbers and filing dates, is strongly recommended for managing subsequent TCA information requests.

Commitment Timeline and Key Deadlines

One of the most frequent questions practitioners ask is: how long does a commitment take from start to finish? The answer depends on the complexity of the matter, the number of parties involved, and the TCA’s current caseload. The table below presents a realistic commitment timeline based on available TCA practice.

As a rule of thumb, a straightforward behavioural commitment with a single party may be resolved in as few as 3–4 months from submission to Board decision. Complex multi‑party proposals involving divestitures or structural remedies can take 6–12 months or longer. The key variable is the negotiation phase: if the TCA’s investigation team requires multiple rounds of revised proposals, each iteration adds several weeks. Practitioners should set an internal milestone of reaching the formal submission stage within 6 weeks of the investigation notice and should plan for at least two rounds of TCA feedback before the final proposal is presented to the Board.

The commonly cited three‑month deadline for signalling intent to offer commitments (measured from service of the investigation notice) should be treated as a hard internal deadline, even though the TCA Board retains discretion over whether to consider late proposals.

Costs, Fees and Tax Considerations

The costs of a settlement with Rekabet Kurumu through commitments vary widely depending on the complexity of the remedy, the number of parties, and the duration of the negotiation process. The following table provides indicative cost bands; exact amounts will depend on the specifics of each matter.

These figures are indicative and should be validated against current market rates. However, even at the upper end, the total cost of a successful commitment is typically a fraction of the administrative fine that could be imposed following a contested investigation, which can reach up to 10% of the undertaking’s Turkish turnover. This cost–benefit calculus makes the commitment procedure an economically rational choice in many cases.

What Changes in the TCA Settlement Process in 2026

The 2025–2026 enforcement cycle has brought notable developments to how the TCA handles commitment proposals. Industry observers expect these shifts to continue shaping the commitment procedure Turkey practitioners follow for the foreseeable future.

First, the TCA has demonstrated a markedly increased willingness to accept commitments across a broader range of sectors and investigation types. Early indications suggest that sector‑wide settlements, in which the TCA resolves competition concerns affecting multiple market participants simultaneously through coordinated commitment packages, have become more frequent. This trend towards multi‑party commitments introduces new negotiation dynamics: each proposer’s obligations must be mutually consistent, and monitoring arrangements may be shared or sequential.

Second, the Board’s recent decisions have shown clearer expectations regarding monitoring terms and implementation schedules. Undertakings proposing commitments should now anticipate more detailed Board scrutiny of monitoring mechanisms, including the possibility of TCA‑approved independent monitors with defined mandates and reporting schedules. The likely practical effect is that early engagement with the TCA on monitoring design, during the pre‑notification or drafting phases, will become a standard part of best practice.

Third, the TCA’s alignment with European Commission practice on merger commitments and the broader OECD guidance on remedy design continues to deepen, reinforcing the importance of offering remedies that are proportionate, verifiable, and capable of timely implementation.

Common Pitfalls and How to Avoid Them

Even well‑resourced undertakings can stumble during the commitment process. The risks of commitment rejection are real, and most failures stem from avoidable procedural or strategic errors. The following pitfalls are among the most commonly encountered.

• Late submission. Missing the three‑month window (or the case‑specific deadline set in the investigation notice) is the single most common reason for the TCA declining to consider commitments. Set internal deadlines well ahead of the statutory cut‑off.
• Inadequate remedy design. Proposing commitments that do not genuinely address the TCA’s competition concern, or that are too vague to be enforceable, will lead to rejection. Remedies must be specific, measurable, and proportionate to the identified harm.
• Incomplete document package. Omitting key documents such as the legal and economic analysis, the implementation plan, or the confidentiality matrix delays the TCA’s review and signals a lack of seriousness.
• Unclear implementation schedule. Commitments without defined milestones, deadlines, and performance metrics are difficult for the TCA to monitor and are unlikely to be accepted.
• Over‑promising. Offering operationally unrealistic commitments, such as an impossibly short divestiture timeline or technological changes beyond the undertaking’s capacity, undermines credibility and can lead to enforcement action for non‑compliance.
• Failing to preserve legal privilege. Documents prepared in the course of commitment negotiations may be subject to information requests. External counsel should manage the privilege strategy from the outset to protect sensitive communications.
• Underestimating monitoring costs. If the TCA requires an independent monitor, the undertaking bears the cost. Failing to budget for monitoring obligations can create compliance difficulties after the Board decision.

If a commitment proposal is rejected, the undertaking should immediately reassess its options: submit revised commitments if the TCA indicates willingness to negotiate further, prepare a defence for the contested investigation phase, or consider whether a leniency application is appropriate (in cartel cases). Prompt legal advice at this stage is essential.

Conclusion

For businesses facing a TCA investigation or pre‑emptive compliance review, knowing how to propose commitments to the Turkish Competition Authority is a strategic advantage. The commitment procedure offers a faster, more predictable resolution than a contested enforcement process, avoids a formal finding of infringement, and, if well executed, preserves commercial reputation and operational continuity. The key to success lies in acting early, assembling a complete and credible document package, engaging proactively with the TCA investigation team, and designing remedies that are proportionate, verifiable, and genuinely address the competition concern. With the TCA settlement process 2026 developments reinforcing the Board’s receptivity to negotiated outcomes, there has never been a better time for undertakings to consider this pathway.

Sources

1. Turkish Competition Authority, Legislation & Act No. 4054
2. Rekabet Kurumu, Communiqués / Publications
3. Official Gazette (Resmî Gazete)
4. European Commission, Competition Policy: Bilateral Relations with Türkiye
5. OECD, Competition Division
6. Constitutional Court of Türkiye