Competition Law in Turkey: Comprehensive Guide for 2025

Competition Law in Turkey: Comprehensive Guide for 2025. In the ever-evolving global economy, maintaining fair competition is crucial for protecting both consumers and businesses. Competition law in Turkey has become a key legal discipline for international investors, local companies, and legal advisors seeking to navigate a complex but transparent market structure. This comprehensive guide explores how Turkish competition law works, covering everything from prohibited actions and abuse of dominance to merger control and legal procedures.

Whether you’re operating a business in Istanbul, Ankara, or engaging in cross-border activities involving Turkish markets, understanding competition law in Turkey is essential. The legislation reflects modern global standards while incorporating unique aspects of Turkey’s legal tradition. The article also discusses how to partner with leading legal professionals such as Ongur & Partners, one of the most reputable international law firms in Turkey.

Legal Framework of Competition Law in Turkey

The Turkish legal regime addressing competition is rooted in a combination of national legislation and international commitments. The most notable legal instruments include:

• The Turkish Commercial Code (TCC)

• The Law on the Protection of Competition (Law No. 4054)

• The Paris Convention for the Protection of Industrial Property

• EU Harmonization Policies

• Turkish Competition Authority (Rekabet Kurumu) Guidelines and Decisions

These laws and instruments collectively shape Turkey’s competition law landscape.

Unfair Competition in Turkey Is Subject to Regulation Through Various Legal Instruments

Unfair competition in Turkey is subject to regulation through various legal instruments, including:

1. The Turkish Commercial Code (TCC):
   Articles on unfair competition under the TCC prohibit misleading advertising, brand imitation, false product information, and comparative advertising that creates confusion or damages the reputation of a competitor.

2. Paris Convention for the Protection of Industrial Property:
   Turkey, as a signatory, has a legal obligation to protect both domestic and foreign entrepreneurs from unfair competition.

3. Competition Law (Law No. 4054):
   This legislation focuses on market dominance, anti-competitive agreements, and merger controls.

By combining local legislation with international frameworks, Turkey ensures a balanced and effective competition regime.

Competition Law in Turkey: Prohibited Actions and Exemptions

One of the core features of competition law in Turkey is the identification and regulation of prohibited conduct and the conditions under which exemptions may be granted.

Prohibited Actions

The following behaviors are strictly forbidden under Article 4 of the Competition Law:

• Fixing Prices or Conditions: Agreements between undertakings to set prices or restrict terms are per se illegal.

• Market Sharing or Customer Allocation: Dividing customers or regions is a violation of fair competition.

• Limiting Production or Supply: Agreements to restrict outputs or artificially limit market availability are unlawful.

• Boycotts and Collective Refusals to Deal: These practices are categorized as coordinated anti-competitive actions.

• Discrimination Among Partners: Applying different conditions for similar transactions is considered abuse.

• Tying Arrangements: Requiring the purchase of an unrelated product/service as a condition is unlawful.

Exemptions

However, exemptions to these prohibitions may be granted if the agreement:

• Promotes efficiency or technical progress

• Provides benefits to consumers

• Does not eliminate competition in a significant part of the market

• Restricts competition only to the extent necessary

Such exemptions are evaluated on a case-by-case basis by the Turkish Competition Authority (TCA) and may require pre-approval or post-analysis depending on the circumstances.

Competition Law in Turkey: Abuse of Dominant Position

Abuse of dominance is regulated under Article 6 of the Competition Law and refers to behaviors by companies that hold significant market power and use it unfairly.

Examples of Abuse Include:

• Unfair Pricing: Setting excessively high or predatory low prices

• Exclusive Agreements: Forcing exclusivity on distributors or retailers

• Refusal to Supply: Unjustifiably denying access to essential inputs or services

• Tying or Bundling: Making the sale of one product conditional on another

• Loyalty Discounts: Offering rebates aimed at excluding competitors

Dominant position itself is not unlawful, but its abuse is. Companies must be careful to operate within ethical and legal standards once they achieve market leadership.

Merger and Acquisition Transactions; Prior Approvals

Mergers and acquisitions in Turkey are scrutinized closely due to their potential impact on market concentration and competition.

Thresholds Requiring Notification

Under the Communiqué No. 2010/4, a merger or acquisition must be notified to the Turkish Competition Authority if:

• The combined turnover of the parties exceeds 750 million TRY, and

• The Turkish turnover of at least two parties each exceeds 250 million TRY.

Merger and Acquisition Transactions

Merger and acquisition transactions include full or partial control transfers, joint ventures, or integration between independent businesses.

Transactions not notified in time can be deemed null and subject to heavy administrative fines. Firms are encouraged to work with expert competition lawyers to ensure proper filing and clearance.

Clearances Procedures

Steps in Clearance:

1. Pre-Notification Assessment: Informal consultations with the authority to determine whether notification is required.

2. Filing of Notification: Submission of relevant documents, financials, and market analysis.

3. Phase I Review: Initial review, which takes up to 30 days.

4. Phase II Review (if needed): Deeper analysis including stakeholder feedback and competitive impact assessment.

5. Final Decision: The authority may approve, conditionally approve, or block the transaction.

Clearances procedures are time-sensitive and require precise legal and economic arguments.

Investigations and Complaints

The Turkish Competition Authority has wide-ranging investigative powers. These include:

• Raids and On-Site Inspections

• Document Seizures

• Witness and Executive Interviews

• Requests for Market Data

• Imposition of Administrative Fines

• Interim Measures and Structural Remedies

Who Can File Complaints?

• Competitors

• Consumers

• Public institutions

• NGOs and associations

Anonymous complaints are also possible through the TCA’s online platform.

Engaging with an experienced competition law firm can make the difference between a proactive resolution and a costly legal challenge.

Ongur & Partners: Your Trusted Legal Partner

With a long-standing reputation and global recognition, Ongur & Partners International Law Firm is ideally positioned to guide clients through every dimension of competition law in Turkey. Their expertise includes:

• Merger Notifications & M&A Clearance

• Defending Investigations by the Competition Authority

• Advising on Vertical and Horizontal Agreements

• Providing Legal Opinions on Dominance Issues

• Assisting with Exemption Applications

• Competition Litigation and Damage Claims

As a full-service law firm based in Ankara and operating globally, Ongur & Partners provides both strategic insight and legal excellence.

Role of a Competition Lawyer in Turkey

A competition lawyer in Turkey serves as both a legal advisor and strategic partner for businesses navigating the intricacies of antitrust laws. Their core responsibilities span both preventive compliance and reactive defense strategies.

1. Legal Risk Assessment

The competition lawyer evaluates current business practices such as pricing models, distribution systems, exclusivity agreements, and joint ventures for potential legal exposure. By identifying risk areas early, they prevent violations before they happen.

2. Advisory Services in Strategic Transactions

During mergers and acquisitions, the competition lawyer determines whether the transaction meets notification thresholds under Turkish law. If required, they prepare and file merger notifications and handle all correspondence with the Turkish Competition Authority.

3. Representation During Investigations

In cases where a company is subject to investigation, the competition lawyer prepares a defense strategy, gathers evidence, and represents the client in all procedural stages. This may include responding to requests for information, attending hearings, and negotiating settlements.

4. Drafting and Reviewing Contracts

Legal experts scrutinize agreements between competitors, suppliers, and customers to ensure they do not contain anti-competitive clauses. This includes reviewing exclusivity, rebate systems, non-compete clauses, and territorial restrictions.

5. Training and Compliance Programs

An effective competition lawyer also leads corporate training sessions and helps implement internal compliance systems that educate management and employees about relevant rules.

Key Areas of Expertise in Turkish Competition Law

A competition lawyer’s expertise must encompass a wide variety of legal domains within Turkish and international antitrust frameworks.

1. Horizontal and Vertical Agreements

Horizontal agreements (between competitors) and vertical agreements (between suppliers and buyers) are highly regulated in Turkey. Lawyers must ensure that:

• No price-fixing or production-limiting behavior exists.

• Distribution agreements do not lead to market foreclosure.

• Resale price maintenance clauses are avoided.

2. Abuse of Dominance

A key area of expertise is identifying and avoiding behavior that constitutes abuse of market dominance, such as:

• Predatory pricing

• Unjustified refusal to deal

• Exclusivity practices

• Excessive pricing

Lawyers help firms assess whether they hold a dominant position and, if so, how to avoid infringing Article 6 of the Turkish Competition Law.

3. Merger Control

Competition lawyers manage merger control filings, which involves:

• Conducting economic analyses of market shares

• Preparing notification forms

• Liaising with the Competition Authority to receive clearance

• Defending the transaction if Phase II investigations are triggered

4. Public Procurement and Bid Rigging

Bid rigging is a serious offense in Turkey. Competition lawyers assist clients by:

• Auditing bid preparation processes

• Ensuring no collusive behavior occurs

• Representing companies facing allegations of rigged tenders

5. Digital Markets and Algorithms

Modern antitrust enforcement increasingly focuses on algorithms, big data, and online platforms. Lawyers with digital market expertise help companies:

• Comply with data-sharing rules

• Avoid collusion via pricing algorithms

• Understand behavioral remedies proposed by the TCA

Legal Strategies to Avoid Administrative Penalties

The Turkish Competition Authority (TCA) has the power to impose significant administrative penalties for violations of Law No. 4054. A competition lawyer helps prevent these through a combination of legal and operational strategies.

1. Pre-Transaction Legal Audits

Before initiating any structural or strategic transaction, businesses should request a full legal audit by a competition lawyer. This helps in identifying potential red flags related to market behavior or contract clauses.

2. Early Voluntary Notifications

In complex or borderline cases, the company may voluntarily notify the TCA about a transaction or agreement. This signals transparency and may mitigate risk.

3. Compliance Documentation and Trainings

Lawyers implement company-wide programs including:

• Periodic training sessions

• Certification processes for employees

• Written compliance manuals

• Anonymous reporting systems for internal whistleblowing

4. Communication and Email Policy Review

Competition lawyers also help companies audit employee communications to ensure internal emails do not suggest unlawful coordination or intent, which can be used as evidence in TCA investigations.

5. Mock Dawn Raids

Firms often conduct internal simulations of dawn raids (surprise inspections) to prepare staff. This practice is guided by lawyers to ensure lawful cooperation without self-incrimination.

Common Violations and Fines Imposed by the Turkish Competition Authority

The TCA regularly investigates and penalizes companies across sectors such as telecom, energy, pharmaceuticals, retail, and transportation.

1. Recent Administrative Penalties:

• In 2024, several e-commerce companies were fined up to 2% of their annual turnover for using pricing algorithms that indirectly coordinated market prices.

• In 2023, a cement cartel was exposed, and companies faced collective fines of over 100 million TRY.

• A leading automotive importer was penalized for imposing resale price maintenance on dealers.

2. Calculation of Fines

Administrative fines in Turkey are calculated based on:

• Nature of the violation (e.g., agreement vs. abuse of dominance)

• Duration of the infringement

• Size and turnover of the undertaking

• Degree of cooperation with the investigation

Base fines typically start from 0.5% and can go up to 10% of the company’s annual gross revenue from the previous financial year.

Case Study: Legal Defense in Competition Investigations

To illustrate the value of legal expertise, consider a case involving a multinational electronics company investigated for alleged resale price maintenance. The company hired a local competition lawyer with deep knowledge of Turkish antitrust law.

Defense Strategy:

• Preliminary analysis showed no written agreement but only informal distributor pressure.

• Evidence was collected showing the distributor had discretion over pricing.

• The lawyer presented a compliance policy that discouraged RPM practices.

• During oral hearings, the lawyer challenged the legal interpretation of indirect coercion.

Outcome:

The TCA ultimately closed the investigation without imposing administrative penalties, highlighting how proactive and informed legal strategy can protect businesses.

Choosing the Right Competition Lawyer

When selecting a competition lawyer in Turkey, companies should consider:

• Experience with the Turkish Competition Authority

• Successful track record in similar cases

• Multilingual capabilities, especially for international transactions

• Deep economic understanding for merger filings and market analysis

• Quick response time, particularly during dawn raids or deadlines

Top law firms such as Ongur & Partners have demonstrated consistent success in managing both preventive compliance and high-stakes investigations.

Contact Information

Ongur & Partners International Law Firm
📍 Address: Portakal Çiçeği Rezidans, Kat:9 No:43, Aziziye Mah. Pak. Sok., 06690 Çankaya / Ankara – Turkey
📞 Phone: +90 312 426 39 94
📠 Fax: +90 312 426 39 95
📱 Mobile: +90 532 707 51 13
📧 Email: [email protected]
🌐 Website: www.ongurpartners.com

You can also reach them via WhatsApp for fast consultation, especially if you’re a foreign investor dealing with cross-border transactions.

The importance of competition law in Turkey cannot be overstated. It not only safeguards economic freedoms but also ensures that innovation, quality, and consumer rights thrive. Whether you’re dealing with prohibited actions, seeking exemptions, or navigating a complex merger transaction, understanding the competition legal environment is a must.

Working with an international law firm like Ongur & Partners gives clients a significant advantage in navigating complex procedures, defending legal rights, and maintaining compliance with Turkish and international competition norms.

By staying ahead of regulatory changes and leveraging expert legal guidance, businesses can thrive in one of the most dynamic markets in the region.