Competition Law in Türkiye

Doing business in Türkiye means operating within a competition regime that reaches pricing, distribution, dominance and dealmaking alike. For a foreign company, the practical questions are usually the same three: does a planned agreement or practice create exposure, does a transaction need clearance before it can close, and what happens if the Authority comes to the door. We advise companies and their in-house teams on each of these, from day-to-day compliance to filings and contested proceedings.

The legal framework

The regime is built on the Protection of Competition Act No. 4054. Two institutions apply it, and the distinction matters in practice: the Competition Authority is the administrative body that runs the system and its case handlers, while the Competition Board is the decision-making organ that takes the binding decisions — opening investigations, clearing or blocking mergers, granting exemptions and imposing fines. Board decisions are subject to judicial review before the administrative courts.

The Act turns on three prohibitions, and almost every competition question a business faces maps to one of them.

Provision	What it covers	Typical trigger
Article 4	Agreements and concerted practices that restrict competition, including cartels	Price fixing, market or customer allocation, bid rigging, resale price maintenance
Article 6	Abuse of a dominant position	Exclusionary or exploitative conduct by a firm with market power
Article 7	Merger and acquisition control	A transaction above the notification thresholds

The three prohibitions

Article 4 prohibits agreements, decisions and concerted practices between undertakings that have the object or effect of restricting competition. Hardcore cartels — agreements on price, output, market sharing or bid rigging — sit at the most serious end and attract the highest fines. But the prohibition is broader than cartels: information exchange between competitors, certain distribution restrictions and coordinated conduct can all fall within it, which is why compliance has to look at ordinary commercial arrangements, not only obvious collusion.

Article 6 prohibits the abuse of a dominant position. Dominance itself is not unlawful; abusing it is. Refusing to supply without objective justification, predatory or discriminatory pricing, tying and exclusivity arrangements that foreclose rivals can all amount to abuse where the firm holds market power. For a company that is, or may be, dominant in a Turkish market, the safest course is to test significant commercial decisions against Article 6 before implementing them.

Article 7 subjects mergers, acquisitions and certain joint ventures to prior control where they cross the notification thresholds, so that transactions likely to significantly impede effective competition can be blocked or cleared subject to conditions.

Compliance is far cheaper than defence. A short review of a distribution agreement, an information exchange or a pricing policy before it goes live routinely avoids exposure that would take years and a large fine to resolve.

Merger control: thresholds and process

Merger control is governed by Communiqué No. 2010/4, as amended by Communiqué No. 2022/2. A transaction that produces a lasting change of control must be notified to, and cleared by, the Competition Board before closing where either of the following turnover tests is met:

• The parties’ combined Turkish turnover exceeds TL 750 million and each of at least two of the parties has Turkish turnover above TL 250 million; or
• The Turkish turnover of the acquired asset or party (in an acquisition), or of one of the parties (in a merger), exceeds TL 250 million, and the worldwide turnover of at least one of the other parties exceeds TL 3 billion.

These figures are periodically updated by the Authority, so the current thresholds must always be confirmed for the specific deal before any conclusion is drawn about whether a filing is required.

A distinct technology-undertaking exception removes the turnover thresholds for acquisitions of technology undertakings — broadly, businesses active in, carrying out research and development in, or providing services to users in the Turkish market. In those cases a filing may be required even though the target has little or no Turkish turnover, which frequently brings acquisitions of software, digital and other technology targets within the regime when they would otherwise fall outside it.

Until clearance is granted, the parties are under a standstill obligation. Closing or implementing a notifiable transaction before clearance — known as gun-jumping — breaches that obligation and exposes the parties to administrative fines, alongside possible effects on the validity of the transaction. We calculate the thresholds, prepare the notification, and manage the standstill and interim conduct so that integration steps are not taken prematurely.

Preparing for a dawn raid

The Authority has power to conduct on-site inspections (dawn raids), arriving without notice to examine records, email and electronic data. How a company handles the first hour often shapes the whole investigation. Obstructing an inspection or deleting data is itself a serious infringement and attracts its own fine.

Practical readiness comes down to a few things: a written protocol so reception and staff know to contact counsel immediately and grant lawful access; clarity on the scope of the decision authorising the inspection; and care with legally privileged and personal data. We help clients put a dawn-raid protocol in place before it is needed and provide support during and after an inspection, including on any subsequent request for information or investigation.

Exemptions and vertical agreements

Not every restrictive agreement is caught. An agreement may benefit from an individual exemption where it produces efficiencies that outweigh its restrictive effects, or fall within a block exemption. For vertical agreements — those between businesses at different levels of the supply chain, such as supply and distribution — the key instrument is the Block Exemption Communiqué on Vertical Agreements No. 2002/2.

The most common trap in distribution arrangements is resale price maintenance: fixing or setting a minimum price at which a distributor may resell removes the benefit of the block exemption and is treated as a serious restriction. Recommended and maximum prices are treated differently from fixed and minimum prices, and the line matters. We review distribution, agency and supply arrangements against the vertical block exemption so that legitimate commercial terms are preserved without straying into restrictions that put the whole agreement at risk.

How we help

Whether you are planning an acquisition that may need clearance, reviewing distribution or pricing arrangements, responding to a request for information, or preparing for the possibility of an inspection, we build a practical strategy around your commercial position. We work in English, coordinate with your in-house and overseas advisers, and assess where leniency, an exemption or a well-prepared filing changes your exposure. Get in touch to discuss how we can support your business in Türkiye.