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.
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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.
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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 lessen 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 can avoid exposure that is far harder to resolve later.
Merger control: thresholds and process
Merger control is governed by Communiqué No. 2010/4, as last amended by Communiqué No. 2026/2 (Official Gazette, 11 February 2026). 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:
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- The parties’ combined Turkish turnover exceeds TL 3 billion and each of at least two of the parties has Turkish turnover above TL 1 billion; or
- The Turkish turnover of the acquired asset or business (in an acquisition), or of at least one of the parties (in a merger), exceeds TL 1 billion, and the worldwide turnover of at least one of the other parties exceeds TL 9 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 separate technology-undertaking rule applies to businesses active in digital platforms, software and gaming software, financial technologies, biotechnology, pharmacology, agrochemicals and health technologies, or assets relating to them. In mergers where at least one party is a technology undertaking established in Türkiye, and in acquisitions of such undertakings, the TL 1 billion thresholds are applied as TL 250 million for the party being acquired. A Turkish technology target can therefore trigger a filing at a much lower Turkish turnover than other targets.
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: the transaction does not acquire legal validity until cleared, and Article 16 provides for an administrative fine of one per thousand of annual gross revenue, imposed on the acquirer or, in a merger, on each party. 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
Under Article 15 of the Act, the Competition Board can carry out on-site inspections (dawn raids) at undertakings: case handlers may examine books and all physical and electronic data and documents, take copies, and ask for written or oral explanations. Where an inspection is obstructed or is likely to be obstructed, it is carried out by order of a criminal judge of peace. How a company handles the first hour often shapes the whole investigation. Obstructing or hindering an inspection is sanctioned separately: a fine of five per thousand of annual gross revenue under Article 16, and a daily fine under Article 17.
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Practical readiness comes down to a few things: a written protocol so reception and staff know to contact counsel 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. Under Article 5 of the Act, an agreement is exempt where all four conditions are met: it brings new developments or improvements, or economic or technical progress; consumers benefit; competition is not eliminated in a significant part of the market; and competition is not restricted more than necessary. Undertakings can apply to the Authority for an individual exemption assessment, and the Board issues block exemption communiqués for categories of agreements. 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.
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The most common trap in distribution arrangements is resale price maintenance: restricting a buyer’s freedom to set its own resale price takes the agreement outside the block exemption under Article 4(a) of Communiqué No. 2002/2. A supplier may set a maximum resale price or recommend one, provided it does not turn into a fixed or minimum price through pressure or incentives from either party, 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.
Related Practice Areas & Strategic Legal Guides
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- Corporate Shareholder Disputes & Joint Ventures: Minority protections (TCC 411), General Assembly annulment (TCC 445), and board liability (TCC 553).
- Company & Business Formation: Setting up Turkish Joint Stock (A.Ş.) and Limited (Ltd. Şti.) companies for foreign investors.
- Mergers & Acquisitions (M&A): Cross-border due diligence, SPA drafting, and Competition Authority merger filings.
- Legal Matters in Istanbul for Foreign Clients and Companies: Bilingual corporate governance, MERSİS compliance, and commercial court representation.
