Merger

Also known as: Corporate Merger, Merger Control, Competition Approval, Birleşme

In short

Two or more independent undertakings becoming a single undertaking; mergers exceeding turnover thresholds must be notified to and approved by the Turkish Competition Board.

Under competition law, a merger is two or more previously independent undertakings becoming a single undertaking. Article 7 of Law No. 4054 prohibits mergers that create or strengthen a dominant position or significantly impede effective competition. Which mergers must be notified to the Competition Board is set by the Communiqué on Mergers and Acquisitions Requiring Approval of the Competition Board (No. 2010/4).

Relationship with Mergers under the Commercial Code

The Turkish Commercial Code distinguishes merger by absorption and merger by formation of a new company. Both are mergers for competition law purposes. In addition, legally separate companies being permanently brought under a single economic management may also be a merger under competition law. Transactions in which one company gains control of another are treated as acquisitions.

Approval Thresholds

A merger requires approval if one of the following turnover thresholds is exceeded. The thresholds were raised by Communiqué No. 2026/2 published in the Official Gazette on 11 February 2026:

(a) The parties’ aggregate Turkish turnover exceeds TRY 3 billion and the Turkish turnover of at least two parties each exceeds TRY 1 billion, or
(b) The Turkish turnover of at least one party exceeds TRY 1 billion and the worldwide turnover of at least one other party exceeds TRY 9 billion.

Turnover is calculated on a single economic unit basis, i.e. including all group companies. Special rules apply if one party is a technology undertaking.

Approval Process

The transaction is notified using the Authority’s notification form. The Board takes the notification under Phase I review within thirty days and approves it if there are no competition concerns. If concerns arise, Phase II review follows; parties may offer structural or behavioural remedies and the transaction may be conditionally approved.

Gun Jumping

Implementing a merger requiring approval before the approval decision, i.e. gun jumping, renders the transaction legally invalid and leads to turnover-based administrative fines. Merger agreements therefore include a Competition Board approval condition.

Frequently Asked Questions

Does an intra-group merger require Competition Board approval?

No. A merger of companies within the same economic unit does not result in a change of control and is not subject to approval. The merger procedure under the Commercial Code must still be followed.

How long does Board approval take?

For transactions raising no competition concerns, the Board decides within thirty days of complete notification. Transactions going to Phase II review may take several months.

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